This Contest Sponsor Agreement (The “Agreement”) is entered into and made effective as of the date set forth below (“Effective Date”), “), by and between OmegaJam, Inc., a Wyoming corporation with its principal place of business at 1309 Coffeen Avenue, Suite 1200, Sheridan Wyoming 82801 (“OmegaJam”, “we”, or “us”), and the participant in the OmegaJam Contest Sponsor Program (the “Contest Sponsor”, “Sponsor”, or “You”).  OmegaJam and the Contest Sponsor are individually and collectively referred to herein as “Party” and “Parties.”  

WHEREAS, OmegaJam owns and operates the OmegaJam website and all associated Facebook and mobile applications (the “Platform”).  

WHEREAS, through the Platform, OmegaJam offers a variety of cash entry daily fantasy sports contest, charity-based contests, and free-to-enter corporate sponsored promotional contests.

NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants herein contained, it is agreed as follows:

1. INTRODUCTION. Through the Platform, OmegaJam offers a variety of free-to-enter, cash entry and charity-based contests of skill.  Also, OmegaJam offers a program (hereafter referred to as the “Contest Sponsor Program”) that enables approved Contest Sponsors with the ability to offer their own branded contests that feature their own prizes and/or provide prizes for contests offered by other parties on the Platform.  Once you agree to provide one or more prizes for any OmegaJam contest and agree to the terms and conditions of this Agreement, you will officially be considered an OmegaJam Contest Sponsor.  This Contest Sponsor Agreement (the “Agreement”) and all supplemental terms, as amended from time to time, govern a Contest Sponsor’s participation in the Contest Sponsor This Agreement explains the parties’ obligations to each other in relation to the Program.
2. ENROLLMENT AND PARTICIPATION IN THE CONTEST SPONSOR PROGRAM. To initiate the enrollment process, you must submit an application, which can be found on the OmegaJam website. We will evaluate your application and notify you of your acceptance or rejection shortly thereafter.  We may reject your application if, at our sole discretion, we determine that you are unsuitable for the Contest Sponsor  You should also note that if we accept your application and thereafter, we determine at our sole discretion that your activities are unsuitable, we may terminate this Agreement. 
3. OMEGAJAM MARKETING NETWORK: Once you have been accepted to the Contest Sponsor Program, you will become a member of the OmegaJam Marketing Network (the “OJMN”). The OJMN includes us, our Partners, Partner Celebrity-Influencers, Target Charities, Contest Sponsors, Affiliates, Members/Users, and other third-parties authorized by us to market the Platform and Contests.
4. GRANT OF LICENSE: Once you have been accepted to the Contest Sponsor Program, we will integrate your content (“Contest Sponsor Content” as defined below) into the Platform and use your Contest Sponsor Content to promote you and your contests. This includes a semi-customizable hub and a listing in the OmegaJam directory.  You hereby agree to grant to OmegaJam, a limited, nonexclusive, nontransferable, royalty-free license to use your Contest Sponsor Content in connection with the Platform and Program, including the distribution or display of your Contest Sponsor Content by members of the OJMN via email, website, social media and other forms of communication or advertising, including radio and traditional print advertising (non-digital).  Said license shall remain in effect until one-year after the termination of this Agreement.
   • Contest Sponsor Content: Contest Sponsor Content includes, your name, biographical information, voice, likeness and photograph, graphic images, videos, Marks and Proprietary Rights during the Term. “Marks” includes any of the logos, trade names, trademarks, trade dress and other product identifiers.  “Proprietary Right” means any copyright, trademark right (including, without limitation, any applications for federal trademark registration) or other intellectual property right that is protected or protectable (whether or not a filing with any government office is made) under the laws of the United States of America, any state of the United States of America, or any foreign country. 
   • Cooperation. You agree to provide all Contest Sponsor Content requested by OmegaJam for the Platform and Program and you give OmegaJam permission to use, download or link to your publicly displayed or accessible Contest Sponsor Content (i.e., your logo, graphic images, videos on services such as YouTube, etc.).  All utilized Contest Sponsor Content will be subject to your approval where such approval will not be reasonably denied or delayed.  If, at our sole discretion, such approval is not denied, but unreasonably delayed such that it will affect our operations, it will be presumed that approval has been granted.
   • Ownership of Prize Sponsor Content. OmegaJam respects your ownership of your Contest Sponsor If you owned specific Contest Sponsor Content before providing it to OmegaJam, you will continue owning it after providing it to us, subject to any rights granted in this Agreement and any access granted to others.  We also respect the intellectual property rights of others. You must have the legal right to upload Contest Sponsor Content to the Program. You may not upload or post any Contest Sponsor Content that infringes the copyright, trademark or other intellectual property rights of a third party nor may you upload Contest Sponsor Content that violates the law, this Agreement and/or any third party’s right of privacy or right of publicity. You may upload only Contest Sponsor Content that you are permitted to upload by the owner or by law. We may, without prior notice to you and in our sole judgment, remove Contest Sponsor Content that may infringe the intellectual property or other rights of a third party. If you are a repeat infringer of ours or a third party’s intellectual property or other rights, we may terminate this Agreement without notice to you.
   • Removal of Contest Sponsor Content. We may refuse or remove your Contest Sponsor Content without notice to you. However, we have no obligation to monitor Contest Sponsor We may not pre-screen all Contest Sponsor Content and may not endorse or approve any Contest Sponsor Content that you and other Contest Sponsors may contribute to the Program. You are solely responsible for your Contest Sponsor Content and may be held liable for Contest Sponsor Content that you post or upload.  The decision to remove Contest Sponsor Content or other Content at any time is in our sole and final discretion. To the maximum extent permitted by applicable law, we do not assume any responsibility or liability for Contest Sponsor Content or for removal of, Contest Sponsor Content or any failure to or delay in removing, Contest Sponsor Content or other Content.
5. CONTESTS WHERE YOU ARE A CONTEST SPONSOR. There are two types of contests where you will be considered a Contest Sponsor; (1) contests that are considered to be your contests on the platform where you are the parting hosting the contest and providing all of the prizes; and (2) contests that are not your contests on the Platform, but where you are providing at least one of the prizes being offered.
   • YOUR CONTESTS. We will work with you to slate one or more contests to be offered through the Platform for your benefit.  Slating includes the contest’s proposed format and underlying sport or activity, the date and time when the contest will be posted on the Platform, when it will be open for entry, when it will start (the entry deadline) and when it will end.
     • Contest Parameters. For each contest we offer on your behalf, you will be required to select various contest parameters, including the underlying sport or sporting event, the contest format, and the date the contest will be slated on the platform and open for entries, the prizes you wish to offer and, if required, the celebrities who will participate in your contest. 
     • Submission of Parameters. After you have selected your contest’s parameters we will review your prospective contest for approval.  Once approved, your contest will be slated. 
     • Prizes. We will then create a prize entry in our system for each prize you intend to provide that will include the title of the prize, a description of the prize and a graphic image or representation of the prize.  You hereby agree to provide us with any and all of these requirements such that we can create the prize in our system. 
     • Contest Marketing on the Platform by Us: We will create a semi-customizable contest hub for your contest that provides prospective contest entrants all relevant information, including, but not limited to (1) your content, and contest imagery, which includes static images, videos, etc. (2) the particular contest format (i.e., Top-X, Play-X, Reverse Bracket, Beat the Celebrity, etc.) and the underlying sport or activity to be employed in the contest (i.e., NFL, NBA, PGA TOUR, etc.), (3) the contest’s entry deadline, (4) the contest’s details, and (5) the prizes.  To help market your contest, we will place contest placards in key locations such as the lobby, your hub and the hubs of all other contest sponsors.  We may also broadcast your contest to our members and followers via email and social media and enable the OJMN to advertise your contest. 
   • PRIZES YOU ARE PROVIDING FOR OTHER CONTESTS. In some cases, you may agree to provide prizes for contests other than your own.  In this situation, we will create a prize entry in our system for each prize you intend to provide that will include the title of the prize, a description of the prize and a graphic image or representation of the prize.  You hereby agree to provide us with any and all of these requirements such that we can create the prize in our system.  Once your prize is created in the system, it will be displayed in association with the contest it has been designated for and you will be notated as a Contest Sponsor of that contest.   We will market the contests that you are providing prizes for through the Platform by displaying them in your Hub, in the general contest lobby and potentially in other high-visibility locations on the Platform.  Again, after the conclusion of a contest you sponsor, we will provide you with the necessary information to contact and fulfill the prizes you’ve agreed to provide directly to their associated winners.
6. CONTEST PROMOTION BY YOU. You will be responsible for participating in the marketing efforts to promote all contests where you are a Contest Sponsor.  To facilitate this, we will provide you with certain marketing collateral and web links that, when clicked, link directly with either your contest’s hub, your hub or the contest hub of a contest that is not your own, but you are providing prizing.  For your own contests and when you provide prizes for the contests of others, we will provide you with certain collateral (i.e., weblinks, images, text, etc.).  You hereby agree to promote the contests you’ve agreed to sponsor by sending the collateral we provide you in emails to your customers, awards members, or other email lists you might have and prominently posting such collateral on your social media pages.  However, it will be up to your discretion to promote the contests you have agreed to sponsor further through other forms of advertising.  If you choose to do so, you hereby agree to use collateral that we approve in advance.
   • Data from Contest Entrants. After the conclusion of a contest you sponsor, we will provide you with the necessary information to contact and fulfill the prizes you’ve agreed to provide directly to their associated winners according to the terms below.
7. SPECIAL CONSIDERATIONE BASED ON CONTEST TYPE: The financial terms of our relationship with you will vary depending on the type of contest being offered and whether the contest is considered your contest or that of another party.
   • Free-To-Enter Promotional Contests: To offer a Free-to-Enter Promotional Contest through the Platform to market your products and build brand awareness, you must first receive express approval from us. Additionally, you hereby acknowledge that the financial terms of such a contest will be mutually determined by the parties on a case-by-case basis.
   • Cash Entry Contests with Non-Cash Prizes (CENCP): To offer a CENCP contest trough the Platform, you must first seek authorization from us. In a CENCP contest, entrants purchase entries to win non-cash prizes.  For administering CENCP contests, we typically earn an Administration Fee equal to 20.0% of the entry fees collected.  The remaining balance (the entry fees collected less our Administration Fee) is considered the Sponsor’s Revenue.
     • Timing of Payments of Sponsor’s Fees for CENCP Contests. In order to protect the integrity of the Platform, we require verification of prize fulfillment for all prizes you have agreed to provide for a given CENCP contest before we will remit the payment of a Sponsor’s Fee to you for that contest.
     • Proof of Prize Fulfillment. FILL
     • Method of Payment. Within 5 business days from the date we receive verification of fulfillment, we will send you a check via U.S. Mail or provide another form of payment for the Sponsor’s Fees you have earned.
     • ID Verification. If you are eligible to receive payment from the Contest Sponsor Program, we may require that you provide us with proof of identity before we provide payment. If you do not provide us with such proof to our reasonable satisfaction, then you will not receive payment of the earnings. If you receive payment of earnings in error, we may reverse or require return of the earnings. You agree to cooperate with us in our effort to do this. We may also reduce payment to you without notice to adjust for any previous overpayment.
   • Charity Contests. Unless otherwise stated, for all prizes that you provide for charity contests offered through the platform, it will be presumed that the prizes you are providing are being donated to either our Partner Charity or the contest’s Target Charity. As such, you hereby acknowledge that you will be provided no compensation or reimbursement for providing these prizes.

8. PRIZE FULFILLMENT. You agree to fulfill and deliver all prizes that you’ve agreed to provide to their respective winners within thirty (30) days of receiving the necessary information of prize winners from us.  Furthermore, you agree to the following.
   • Notification of Failure to Redeem or Deliver Prizes. If you discover you are or will be unable to fulfill a contest’s prizes that you agreed to provide within thirty (30) days, you agree to promptly notify us in writing as soon as practicable so that we can inform the winning contestants and/or attempt to mitigate any damages that may result.
   • Mitigation. If we, in our sole discretion, after a reasonable amount of time, believe that you will not be able to or will be unwilling to fulfill and deliver the prizes you’ve agreed to provide for a given contest, then we will attempt to find suitable replacement prizes for contest winners.  If this situation occurs, we will attempt to replace the prizes you agreed to provide with those of similar cost or value.  However, it may be impossible or impracticable for us to do so and the cost or value of any such replacement prizes may exceed the cost or value of the prizes you agreed to provide.  You hereby agree to reimburse us for the full costs we incur in procuring the replacement prizes.  Furthermore, you hereby agree to defend, indemnify, release and hold harmless us, our employees, officers and directors, our Partners, affiliates, Third-Party Service Providers, licensors, and their respective affiliates, their respective officers, directors, employees and agents, and their respective successors and assigns, from and against any and all liabilities, damages (including punitive damages), losses, claims, demands, judgments, costs, and expenses (including the cost of defense thereof and attorney fees) whether in contract, strict liability or tort that result from your failure to fulfill and deliver prizes you agreed to provide for any and all contests on the Platform.  This indemnification and hold harmless obligation will survive this Agreement and Member’s use of the Site.
9. TAXES. You may be required to complete appropriate tax forms, provide a Tax ID number, and provide certain forms of identification including but not limited to, Driver’s License, Proof of Residence, and/or any information relating to payment/deposit accounts as reasonably requested by us in order to receive the payment of earnings. Failure to comply with this requirement may result in the forfeiture of any earnings. Forfeiture of earnings may also occur if it is determined any such Affiliate did not comply with this Agreement in any manner.
   • Tax Forms. After the end of the calendar year, we will send you an IRS Form 1099-MISC or other appropriate form. Depending on the State in which you reside, we may also send you form W-9 and/or additional federal or state tax forms. We may withhold from your existing Account balance and/or from future earnings any amount required to be withheld by Applicable Laws, including amounts due in connection with your failure to complete relevant tax documentation, but yu remain solely responsible for paying all federal, State and other taxes in accordance with all applicable laws.
   • Taxes Are Your Responsibility. All taxes associated with the receipt of earnings from the Affiliate Program are your sole responsibility. In the event that the payment of earnings to an Affiliate is challenged by any legal authority, we reserve the right in our sole discretion to determine whether or not to pay such earnings.
10. TERM, TERMINATION & SURVIVABILITY. The term of this Agreement shall be for one (1) year commencing on the Effective Date.  Thereafter, this Agreement shall automatically renew in one-month increments.  Either Party may terminate this Agreement without cause by giving the other Party advance written notice. 
11. INTELLECTUAL PROPERTY. Except as otherwise set forth herein, all right, title and interest in and to all registered and unregistered trademarks, service marks and logos; patents, patent applications, and patentable ideas, inventions, and/or improvements; trade secrets, proprietary information, and know-how; all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software, scripts, graphics, photos, sounds, videos, interactive features and the like; and all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the our Program identified herein (“OmegaJam Intellectual Property Rights”) are owned by us or our licensors, and you agree to make no claim of interest in or ownership of any such OmegaJam Intellectual Property Rights. You acknowledge that no title to the OmegaJam Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in our or our licensors’ Program, other than the rights expressly granted in this Agreement.
12. MISCELLANEOUS PROVISIONS.
    • Notices. All communications required hereunder shall be in writing and shall be deemed to have been validly served, given or delivered (i) three (3) business days after deposit of same in the United States mail, designated as registered or certified mail, return receipt requested, bearing adequate postage, or (ii) on the date of delivery to such Party if delivered by email to the email address of record of the parties, or when delivered by hand or by overnight or other similar courier and addressed to the Party to be notified at the address for such Party as provided in this Agreement, or to such other address as each Party may designate for itself by like notice.  Note that this does not include general communications related to your participation in the Program, but communications related to terms of this Agreement. 
    • Assignment and Successors. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective subsidiaries, successors, assigns, legal representatives, and all corporations controlling them or controlled by them.  This Agreement shall not be assigned or otherwise transferred by either Party in whole or in part without the express written consent of the other Party, which consent will not be unreasonably withheld.
    • Severability. The Parties incorporate the recitals as if set forth fully herein.  In the event that any provision of this Agreement will be held invalid, illegal or unenforceable under applicable law, the remainder of this Agreement will remain valid and enforceable, unless such invalidity, illegality or unenforceability substantially diminishes the rights and obligations, taken as a whole, of any Party. 
    • Waiver. Any terms, covenants or obligations of either Party may be waived at any time in writing executed by the Party for whose benefit such terms exist.  The failure to enforce any provision of this Agreement will not constitute a waiver of any term hereof.  No waiver in any one or more instances will be deemed to be a further or continuing waiver of any other condition or any breach of any other terms, covenants or representations.
    • Governing Law / Forum. The terms and obligations of this Agreement shall be interpreted and enforced in accordance with the laws of the United States and the State of Indiana, without regard to conflict of law principles.  The Parties agree to submit to the personal jurisdiction of the appropriate Federal or Indiana State Court in Marion County, Indiana and each waives any objection to such jurisdiction, including forum non conveniens.
    • Strict Performance. The failure of either Party to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right and the waiver of any rights arising out of any breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach.  Neither the course of conduct between Parties nor trade practice shall act to modify any provision of this Agreement.
    • Force Majeure. A Party shall not be deemed in default hereunder, nor be held responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake; flood; fire; storm; natural disaster; pandemic or health emergency, act of God; war; terrorism; armed conflict; labor strike; lockout; boycott; supplier or Third-Party Service Provider failures, shortages, breaches, or delays; or any law, order regulation, direction, action or request of the government, including any federal, state and local governments having or claiming jurisdiction over it, or of any department, agency, commission, bureau, corporation or other instrumentality of any federal, state, or local government, or of any civil or military authority; or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond a Party’s reasonable control.
    • Entire Agreement. This Agreement sets forth the entire agreement, and supersedes any and all prior or contemporaneous agreements between the Parties with respect to the subject matter hereof, and is the complete and exclusive expression of the Parties’ agreement on the matters contained herein.  All prior or contemporaneous negotiations and agreements between the Parties on any matter contained in this Agreement, whether written or oral, are expressly merged into and superseded by this Agreement.  No amendment or modification of any provision of this Agreement will be valid unless set forth in a written instrument signed by both Parties.
    • Electronic Documents. We may, in our sole discretion, seek your consent to the terms and conditions of this Agreement and certain other agreements on the Platform by means of an electronic signature by requesting you to affirmatively “click” on boxes containing the words “I Accept,” “I Agree” or other similar phrases (collectively, “Acceptance Terms”). If you “click” on the Acceptance Terms, your “click” will be deemed a legally binding electronic signature. you acknowledge and agree that you will carefully review any document or web page before making such an electronic signature.