Tenant Service Agreement

Last updated: April 7, 2026

This Tenant Service Agreement (the "Agreement") is a legally binding contract between the entity or individual subscribing to the PickEm Engagement platform ("Tenant," "you," or "your") and Nerd Dawg Sports LLC, DBA PickEm Engagement ("PickEm," "we," "us," or "our"). By executing an order form, completing the self-service onboarding flow, or otherwise accessing the Service, you agree to be bound by the terms of this Agreement.

1. License Grant

Subject to the terms and conditions of this Agreement and timely payment of all applicable fees, PickEm hereby grants Tenant a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the PickEm Engagement platform (the "Service") solely for Tenant's internal business purposes at a single physical location per active subscription.

Each subscription entitles Tenant to operate the Service at one (1) designated location. Tenants operating multiple locations must maintain a separate subscription for each location. The license is granted on a software-as-a-service basis; no software is delivered or installed on Tenant's premises.

PickEm retains all right, title, and interest in and to the Service, including all intellectual property rights therein. Nothing in this Agreement transfers any ownership rights to Tenant except the limited license expressly granted herein.

2. Subscription Terms and Fees

2.1 Plan Tiers

PickEm offers two subscription tiers:

• Starter Plan — $149 per month or $1,490 per year. Includes one (1) league, pick'em bet type only, basic branding customization (colors and font selection), and email support.
• Growth Plan — $299 per month or $2,990 per year. Includes unlimited leagues, all available bet types (pick'em, spread, over/under, parlay, survivor), full branding customization (logo upload, header colors, printable materials), custom league templates, API access, and priority support.

2.2 Billing

All fees are billed in advance on a monthly or annual basis, as selected by Tenant at the time of subscription. Monthly subscriptions renew automatically on the same calendar day each month. Annual subscriptions renew on the anniversary of the subscription start date. All fees are quoted in United States Dollars (USD) and are non-refundable except as expressly set forth in Section 2.4.

2.3 Plan Changes

Tenant may upgrade from Starter to Growth at any time; the prorated difference will be charged immediately. Downgrades from Growth to Starter take effect at the end of the current billing period. Upon downgrade, Growth-exclusive features (additional leagues, advanced bet types, logo upload, header customization, API access, custom templates) will be frozen — existing data is preserved but will no longer be rendered or active. Tenants on the Starter plan with more than one league at the time of downgrade will be subject to overage charges of $29 per additional league per month during any applicable grace period.

2.4 Money-Back Guarantee

New Tenants may request a full refund within fourteen (14) calendar days of their initial subscription purchase ("Money-Back Period"). Refund requests must be submitted to PickEm support. The Money-Back Period applies to the initial subscription only and does not apply to renewal periods, plan upgrades, or reactivations following suspension.

2.5 Late Payment and Suspension

If PickEm is unable to collect payment for a renewal, PickEm will attempt to charge the payment method on file up to three (3) additional times over a ten (10) day period. If all attempts fail, the Tenant's account will be suspended. During suspension, the Tenant's subdomain will display a suspension notice, player access will be disabled, and administrative functions will be limited to account reactivation. Data will be retained in accordance with Section 8.

3. Data Ownership and Processing

3.1 Tenant Data

As between PickEm and Tenant, Tenant retains all right, title, and interest in and to all data submitted to the Service by or on behalf of Tenant, including player account information, league configurations, pick history, leaderboard data, and branding assets (collectively, "Tenant Data"). Tenant owns the relationship with its players and end users.

3.2 License to Process

Tenant grants PickEm a non-exclusive, worldwide, royalty-free license to host, store, process, display, and transmit Tenant Data solely as necessary to provide, maintain, and improve the Service. This license terminates upon expiration or termination of this Agreement, subject to the data retention provisions in Section 8.

3.3 Aggregated and Anonymized Data

PickEm may collect and use aggregated, de-identified data derived from Tenant's use of the Service for analytics, benchmarking, and product improvement purposes, provided such data cannot reasonably be used to identify Tenant or any individual player.

4. Data Processing

4.1 GDPR Roles

To the extent the General Data Protection Regulation (EU) 2016/679 ("GDPR") or equivalent data protection legislation applies, the parties agree that Tenant acts as the Data Controller and PickEm acts as the Data Processor with respect to personal data of Tenant's players and end users processed through the Service.

4.2 Processing Obligations

PickEm shall process personal data only on documented instructions from Tenant, implement appropriate technical and organizational measures to protect personal data, assist Tenant in responding to data subject access requests, and notify Tenant without undue delay upon becoming aware of a personal data breach.

4.3 Data Processing Addendum

The parties' data processing obligations are further detailed in the Data Processing Addendum ("DPA"), available at /dpa, which is incorporated into this Agreement by reference.

4.4 Sub-Processors

PickEm may engage sub-processors (including, without limitation, Supabase for database hosting, Stripe for payment processing, and Resend for transactional email delivery) to assist in providing the Service. PickEm shall maintain a current list of sub-processors and shall notify Tenant of any changes. Tenant may object to a new sub-processor by providing written notice within thirty (30) days of notification.

5. Service Availability and SLA

5.1 Uptime Commitment

PickEm shall use commercially reasonable efforts to make the Service available with a monthly uptime percentage as set forth below, measured over each calendar month ("Uptime SLA").

5.2 Exclusions

The Uptime SLA does not apply to: (a) scheduled maintenance performed during designated maintenance windows with at least 48 hours' advance notice; (b) force majeure events; (c) failures of Tenant's internet connectivity, hardware, or software; (d) third-party service outages beyond PickEm's reasonable control; or (e) actions or omissions of Tenant or its users that cause the unavailability.

5.3 Service Credits

In the event PickEm fails to meet the Uptime SLA in any calendar month, Tenant's sole and exclusive remedy shall be a service credit applied to the next billing cycle. Service credits are calculated as a percentage of the monthly fees and will not exceed the total fees paid by Tenant for the affected month. Service credits must be requested within thirty (30) days of the month in which the downtime occurred and are not redeemable for cash.

6. White-Label Rights and Restrictions

6.1 Branding Rights

Subject to the plan tier selected, Tenant may customize the appearance of the Service within the parameters provided by the platform, including but not limited to: color schemes, font selection, logo upload, header styling, and printable materials. Tenant is solely responsible for ensuring that all uploaded branding assets do not infringe upon any third-party intellectual property rights.

6.2 Restrictions

The white-label license is strictly for Tenant's own use at the designated location(s) covered by active subscriptions. Tenant shall not:

• Resell, sublicense, or distribute access to the Service to any third party.
• Offer the Service as a managed service, bureau service, or application service provider offering to third parties.
• Remove, obscure, or alter any proprietary notices, watermarks, or attributions required by PickEm, except where such elements are not displayed in the white-label presentation.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
• Use the Service to build a competing product or service, or permit any third party to do so.

6.3 "Powered By" Attribution

PickEm reserves the right to include a discreet "Powered by PickEm Engagement" attribution in the footer of the Service. Tenant on the Growth plan may request removal of this attribution in writing.

7. Tenant Obligations

7.1 Content Moderation

Tenant is solely responsible for monitoring and moderating all content and activity within its branded instance of the Service, including league names, player display names, and any communications facilitated through the platform. Tenant shall promptly remove or disable access to content that violates applicable law, these terms, or the Terms of Service.

7.2 No Gambling Promotion

PickEm Engagement is a free-to-play, skill-based prediction platform. All in-app currency is virtual and has no cash value. Tenant shall not use the Service to operate, promote, or facilitate real-money gambling, sports betting, or any activity in which participants wager anything of monetary value. Tenant shall not represent or imply that virtual currency within the Service can be exchanged for real money, prizes of monetary value, or goods and services.

7.3 Compliance with Laws

Tenant shall comply with all applicable local, state, national, and international laws, regulations, and ordinances in connection with its use of the Service, including but not limited to consumer protection laws, data privacy regulations, advertising standards, and any regulations applicable to entertainment or promotional contests in Tenant's jurisdiction. Tenant is solely responsible for determining whether its use of the Service is permissible under applicable law.

7.4 Minimum Age

Tenant shall ensure that all players and end users of its branded instance are at least seventeen (17) years of age, or the minimum age required by applicable law, whichever is greater.

8. Termination and Data Return

8.1 Termination for Convenience

Either party may terminate this Agreement at any time by providing written notice. For monthly subscriptions, termination takes effect at the end of the current billing month. For annual subscriptions, termination takes effect at the end of the current annual term, and no prorated refund shall be issued for the remaining portion of the term, except during the Money-Back Period described in Section 2.4.

8.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice; or (b) becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business.

8.3 Effect of Termination

Upon termination or expiration of this Agreement: (a) Tenant's access to the Service will be disabled; (b) the white-label subdomain will be deactivated; and (c) all licenses granted herein shall immediately terminate.

8.4 Data Export

Following termination, Tenant may request an export of Tenant Data in a machine-readable format (CSV or JSON). PickEm shall make such data available for download within a reasonable period following receipt of the request.

8.5 Data Retention

PickEm shall retain Tenant Data for the period specified above following the effective date of termination ("Retention Period"). During the Retention Period, Tenant may request data export under Section 8.4 or reactivate the subscription to regain full access. After the Retention Period expires, PickEm shall permanently delete all Tenant Data from its production systems. Residual copies in encrypted backups may persist for up to an additional ninety (90) days, after which they will be overwritten in the ordinary course of backup rotation.

9. Indemnification

9.1 Tenant Indemnification

Tenant shall indemnify, defend, and hold harmless PickEm and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Tenant's use of the Service in violation of this Agreement; (b) Tenant's violation of any applicable law or regulation; (c) Tenant's branding content, promotional activities, or representations to players; or (d) any dispute between Tenant and its players or end users.

9.2 PickEm Indemnification

PickEm shall indemnify, defend, and hold harmless Tenant from and against any third-party claim alleging that the Service, as provided by PickEm and used in accordance with this Agreement, infringes a third party's intellectual property rights. PickEm's obligations under this Section do not apply to claims arising from: (a) modifications to the Service made by Tenant; (b) Tenant's combination of the Service with products or services not provided by PickEm; or (c) Tenant's use of the Service after receiving notice to cease such use.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Direct Damages

EXCEPT FOR OBLIGATIONS EXCLUDED FROM THIS CAP AS DETERMINED BY LEGAL COUNSEL, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE LIABILITY CAP AMOUNT SPECIFIED ABOVE.

10.3 Essential Basis of the Bargain

The limitations and exclusions in this Section 10 reflect the allocation of risk between the parties and form an essential basis of the bargain between them. The Service pricing reflects this allocation of risk, and neither party would enter into this Agreement without these limitations.

11. Confidentiality

11.1 Definition

"Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement, whether in written, oral, electronic, or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing, customer data, technical specifications, API credentials, and security configurations.

11.2 Obligations

The Recipient shall: (a) use the Discloser's Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; (b) protect the Discloser's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose the Discloser's Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

11.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was in the Recipient's lawful possession prior to disclosure; (c) is independently developed by the Recipient without use of or reference to the Confidential Information; or (d) is disclosed with the prior written consent of the Discloser.

11.4 Compelled Disclosure

If the Recipient is compelled by law, regulation, or legal process to disclose Confidential Information, the Recipient shall provide the Discloser with prompt written notice (to the extent legally permitted) and shall cooperate with the Discloser's efforts to obtain a protective order or other appropriate remedy. If such remedy is not obtained, the Recipient shall disclose only the minimum amount of Confidential Information required.

11.5 Duration

The confidentiality obligations under this Section 11 shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

12. Governing Law

12.1 Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified above, without regard to its conflict of laws principles.

12.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved through the dispute resolution mechanism determined above.

12.3 Equitable Relief

Notwithstanding any dispute resolution provisions, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending the outcome of any dispute resolution proceeding.

General Provisions

Entire Agreement. This Agreement, together with any order form, the Data Processing Addendum, and the Terms of Service, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, proposals, and agreements, whether oral or written.

Amendments. PickEm may modify this Agreement from time to time by posting an updated version on the PickEm website. Material changes will be communicated to Tenant via email or through the Service at least thirty (30) days in advance. Continued use of the Service after the effective date of any modification constitutes acceptance of the modified terms.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver of any provision shall be effective only if made in writing and signed by the waiving party.

Assignment. Tenant may not assign or transfer this Agreement without PickEm's prior written consent. PickEm may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

Notices. All notices under this Agreement shall be in writing and shall be deemed delivered when sent to the email address associated with the Tenant's account or to PickEm at legal@pickemengagement.com.

Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemic, war, terrorism, labor disputes, or failures of third-party telecommunications or power providers.

Questions about this Agreement can be directed to legal@pickemengagement.com.