FUTURE OF SPORTS LABS, INC.
MASTER ARENA HOST AGREEMENT
Confidential | Date of Host’s Click-Wrap Acceptance
| PLATFORM OPERATOR | Future of Sports Labs, Inc., a Delaware corporation ("FSP" or "Company") 1401 Pennsylvania Avenue, Suite 105, Wilmington, Delaware 19806 Email: legal@futureofsports.io Website: www.futureofsports.io |
| ARENA HOST | [Populated from Arena Particulars Schedule (AP-1 through AP-4) upon Host onboarding] ("Host") |
| ACCEPTANCE DATE | Date of Host’s Click-Wrap Acceptance (logged by FSP Platform per Section 17.9) |
| AGREEMENT TYPE | Master Arena Host Agreement |
This Agreement is entered into by and between FSP and Host as of the Effective Date. By clicking “I have read and agree to the Arena Master Agreement” during the FSP Platform onboarding flow, Host agrees to be bound by all terms of this Agreement. Host’s Arena-specific particulars are set out in the Arena Particulars Schedule (Schedule A), generated by the FSP Platform from Host’s onboarding data and acknowledged by Host at execution.
As used in this Agreement, the following terms have the meanings set forth below. Capitalized terms not defined herein have the meanings ascribed to them in the FSP Platform Rules.
"Affiliate" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means ownership of more than fifty percent (50%) of the voting securities of such entity.
"Arena" means the branded competition environment created and operated by Host on the FSP Platform pursuant to this Agreement and the applicable Arena Particulars Schedule, within which Participants compete across one or more Sports during a defined Season.
"Arena Data" means all data generated by or arising from activity within the Arena, including session data, skeletal interaction data, FSP Bucks transactions, leaderboard data, performance metrics, Captain and Challenger network data, and engagement data. Arena Data is owned exclusively by FSP.
"Arena Payout Tiers" means the tiered revenue-sharing schedule set out in Section 4.2, which determines the Host Arena Earnings as a percentage of Net Sport Revenue based on the number of paid Participants in a Sport. The Arena Payout Tiers are standard and non-negotiable - all Hosts enter the same ladder and progress automatically as their arena grows.
"Business Day" means any day other than a Saturday, Sunday, or United States federal public holiday.
"Captain" means an individual appointed by the Arena Host to a Captain Seat within a Sport in the Arena, or a Challenger who has earned a Captain Seat through Captain Displacement during a Season in accordance with Section 10.3. Captains are governed by the FSP Platform Rules, not by any direct contractual relationship with the Host.
"Captain Displacement" means the mechanism by which a Challenger who outperforms the lowest-performing Captain by Earnings Score, assessed monthly during a live Season, earns that Captain’s seat. The displaced Captain returns to the Challenger layer at the Gold tier. Captain Displacement occurs monthly during a Season, and is distinct from the end-of-Season reset described in the definition of Flush and in Section 10.4.
"Captain Pool" means the portion of the Host Arena Earnings that the Host allocates to Captains at Sport setup, expressed as a percentage of the Host Arena Earnings and set in the applicable Arena Particulars Schedule. The Captain Pool minimum is ten percent (10%) of the Host Arena Earnings. The Captain Pool is locked upon Arena launch and may not be modified during a Season.
"Captain Seat" means a designated captain position within a Sport in an Arena, the number of which is determined by the Host at Sport setup as set out in the applicable Arena Particulars Schedule.
"Challenge Rules" means the competition and challenge rules published by FSP on the Platform from time to time, governing the operation of Challenges, Celebrity Challenges, P2P challenges, Arena-to-Arena challenges, Finals, and all related dispute and disqualification procedures. The Challenge Rules form part of the FSP Platform Rules and are incorporated by reference into this Agreement.
"Challenger" means an individual recruited by a Captain to participate in a Sport within the Arena and build the Arena’s community. Challengers are not parties to this Agreement and are paid by FSP directly via the applicable payment processor, based on allocations determined by their recruiting Captain from that Captain’s own tier earnings at the Captain’s sole discretion.
"Co-Host" means a second or third arena host that Host has invited to co-administer an Arena in accordance with Section 5. Each Co-Host individually accepts and signs its own Master Arena Host Agreement (each populated with the same Arena Particulars Schedule), rather than jointly with Host, and each Host and Co-Host is jointly and severally liable to FSP under this Agreement.
"CORE Training Corpus" means the consensus-verified labeled training data underlying the Kinetic Truth Engine’s machine learning models, generated through the Consensus Optimized Reinforcement Engine (CORE), a distributed network of independent event labelers that verify session outcomes through consensus scoring, and owned exclusively by FSP.
"Earnings Score" means the metric used by FSP to rank Captains within a Sport, calculated in accordance with the Earnings Score methodology disclosed to Hosts and Captains pursuant to Section 10.2. Earnings Score is Sport-specific - a Captain’s Earnings Score in one Sport is independent of their Earnings Score in any other Sport, even within the same Arena. FSP retains the right to update the Earnings Score methodology at any time without Host consent, subject to Section 10.2.
"Flush" means the end-of-Season reset event, as described in Section 10.4. At the Flush: all Earnings Score values reset; all Captain tier designations reset to Bronze, with tier recalculation occurring at the conclusion of the first calendar month of the new Season; and Captains from the prior Season are automatically carried over to the new Season subject to the Host’s Season Launch review (the review the Host conducts, via the Season Launch function in the Arena Host Dashboard, to confirm, remove, or replace Captains before a new Season goes live). The following do not reset at the Flush: Challenger standing; Arena and Sport configurations; Golden Ticket balances; and Captain Seat assignments (subject to Host review at Season Launch).
"FSP Bucks" means the non-monetary, non-transferable participation credits awarded to Participants on the FSP Platform. FSP Bucks are not currency, do not constitute property of any Participant, and have no independent cash value. FSP Bucks are not a token, are not a security, and confer no ownership, equity, or investment interest in FSP or any other entity. FSP Bucks are redeemable solely for experiences, coupons, and digital goods as defined in the FSP Platform Rules. FSP reserves the unilateral right to adjust FSP Bucks redemption ratios and expire FSP Bucks balances. Host shall not represent to anyone, including any Participant, Captain, Challenger, or third party, that FSP Bucks have cash value.
"FSP Marks" means FSP’s trademarks, service marks, trade names, logos, and other brand identifiers, including but not limited to FUTURE OF SPORTS, FUTURE OF SPORTS LABS, FSP GAMES, KINETIC TRUTH ENGINE, and FSP, whether registered or unregistered.
"FSP Platform" means FSP’s proprietary multi-sport performance verification and competition management platform, accessible via the FSP mobile application and web interfaces, including the Kinetic Truth Engine™ and all associated backend services.
"FSP Platform Rules" means FSP’s then-current platform policies, rules, technical specifications, and guidelines applicable to Arena Hosts, Captains, Challengers, and Participants, as updated by FSP from time to time on the Platform. FSP may update the Platform Rules at any time at FSP’s sole discretion. Host consent is not required for any such update.
"FSP Terms of Service" means the FSP Terms of Service, as published by FSP at www.futureofsports.io and as in effect from time to time, governing the relationship between FSP and each Participant. The FSP Terms of Service are incorporated by reference into this Agreement.
"Golden Ticket" means a non-monetary, non-transferable ticket that a Participant may obtain by converting earned FSP Bucks, or through the free Alternative Method of Entry, which a Participant may apply into a specific Arena and Sport combination (where the Host has enabled this feature) to be entered into the Golden Ticket draw for that Arena and Sport at Season end. A Golden Ticket may also be applied for experiences that are redeemable in-app. The Golden Ticket draw is a random draw, conducted using a certified random number generator, through which Participants who are not top performers on the Season leaderboard may be selected to receive a Season Prize. The Golden Ticket draw is open to Golden Ticket holders and to free Alternative Method of Entry entrants on an equal-entry basis, and payment or conversion of FSP Bucks does not give any Participant more entries, better standing, or better odds than a free Alternative Method of Entry entrant. Prizes awarded through the Golden Ticket draw are non-cash and cannot be redeemed for cash.
"Golden Ticket Prize Slot" means a Prize slot awarded at Season end through the Golden Ticket draw for the applicable Arena and Sport, the number of which is designated by Host in the applicable Arena Particulars Schedule. Prizes awarded through the Golden Ticket draw are non-cash and cannot be redeemed for cash.
"Host Arena Earnings" means the Host’s share of Net Sport Revenue determined by the Arena Payout Tier applicable to the number of paid Participants in a Sport, as set out in Section 4.2.
"Host Marks" means Host’s trademarks, service marks, trade names, logos, name, image, and likeness, as identified in the applicable Arena Particulars Schedule.
"Host Personnel" means, with respect to Host, any of Host's officers, directors, employees, agents, contractors, scorers, judges, officials, and any other individual or entity engaged by, acting for, or performing services on behalf of Host in connection with the Arena, whether or not separately defined in this Agreement.
"Host Revenue Share" means the portion of Host Arena Earnings that the Host retains after deducting the Captain Pool from the total Arena Pool Earnings, as set in the applicable Arena Particulars Schedule.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, database rights, and all other intellectual or industrial property rights of any nature, whether registered or unregistered, anywhere in the world.
"Kinetic Truth Engine" means FSP’s proprietary artificial intelligence system for verifying human physical movement, comprising the Vision Engine (computer vision and machine learning models for skeletal pose estimation, object detection, physics modeling, event classification, skill scoring, and anomaly detection), FSPx.ai (the attribution and settlement engine), and the Engagement Engine (the programmatic monetization layer), all running across the Hybrid Compute Architecture (the hybrid edge and NVIDIA GPU compute network on which the Kinetic Truth Engine operates).
"Live Finals" means the culminating in-person or live Finals stage of a Competition or Challenge within an Arena, including any qualifying rounds, semi-finals, finals, and grand finals as set out in the applicable Arena Particulars Schedule and Challenge Rules. Not all Arenas or Challenges culminate in Live Finals. Eligibility for Live Finals is governed by the FSP Terms of Service and any applicable NIL restrictions.
"Movement Transformer" means the cross-sport, transformer-based foundation model architecture into which the Kinetic Truth Engine’s sport-specific models are evolving, trained on the CORE Training Corpus and owned exclusively by FSP.
“Net Brand Integration Revenue” means, for each Sport within an Arena, the gross advertising, sponsorship bounty, and programmatic AR impression revenue generated by FSP within that Sport, net of any third-party advertising platform fees. Net Brand Integration Revenue is calculated separately from Net Sport Revenue and flows through the Brand Integration Track of the Arena Payout Tiers.
"Net Sport Revenue" means, for each Sport within an Arena, the gross Tournament Entry Fees actually collected by FSP from Participants for that Sport, less: (a) payment processing fees charged by third-party processors (including but not limited to Stripe, ACH, Apple Pay, and BNPL facilities); (b) verified chargebacks; and (c) FSP-approved refunds. For the avoidance of doubt, Net Sport Revenue does not reflect any deduction for FSP’s operating costs, legal expenses, overhead, or any other platform costs beyond those expressly listed in (a) through (c). Each Sport within an Arena is an independent economic unit with its own Net Sport Revenue calculation.
"Participant" means any individual who registers for and/or pays the applicable Tournament Entry Fee to access a Sport within the Arena via the FSP Platform.
"Performance Prize Slot" means a Prize slot awarded at Season end to a top-ranked Participant by cumulative verified performance score for the applicable Sport, the number of which is designated by Host in the applicable Arena Particulars Schedule.
"Platform Fee" means FSP’s retained share of Net Sport Revenue after deducting the Host Arena Earnings, representing FSP’s compensation for providing the FSP Platform and associated services.
"Prize" means the experience, merchandise, access right, or other non-cash reward (and, only as expressly permitted under Section 7.3 and subject to Section 7.3.1, a cash award) committed by Host to be awarded to Season winners (Performance Prize Slot winners and Golden Ticket Prize Slot winners) for a Sport, as described in the applicable Arena Particulars Schedule.
"Season" means the defined competition period for a Sport within an Arena, the duration of which is set forth in the applicable Arena Particulars Schedule. The duration and outcomes for each Season may vary across Arenas and Sports as determined by the Host at Arena setup. The “Season Start Date” is the date on which the Season commences at 12:01 AM Eastern Time, and the “Season End Date” is the date on which the Season concludes at 11:59 PM Eastern Time, each as specified in the applicable Arena Particulars Schedule.
"Season Prize" means the Prize committed by Host to be awarded to: (a) Participants who achieve Performance Prize Slots; and (b) Participants who win Golden Ticket Prize Slots via the Golden Ticket draw, all as described in the applicable Arena Particulars Schedule.
"Sport" means each sport discipline offered within an Arena, as selected by Host and listed in the applicable Arena Particulars Schedule. Each Sport operates as an independent economic unit with its own Tournament Entry Fees, Net Sport Revenue, Arena Payout Tier, Captain Pool, Captain Seats, Earnings Score rankings, leaderboards, and Prize.
"Subsidy" means a financial benefit that qualifying Participants may apply for pursuant to programs relevant to their jurisdiction. Subsidies are governed by the FSP Terms of Service and may be updated from time to time.
"Term" has the meaning set forth in Section 12.1.
"Tournament Entry Fee" means the per-Sport, per-Arena fee paid by a Participant to compete for, and be eligible for, the Season Prize for a Sport within the Arena, as set forth in the applicable Arena Particulars Schedule. Payment of the Tournament Entry Fee is not required to access or play a Sport, which is free to play; payment confers eligibility for the Season Prize and a 2x FSP Bucks earning benefit. The minimum Tournament Entry Fee is subject to Host discretion with FSP retaining final approval, as specified in the applicable Arena Particulars Schedule.
"Official Sweepstakes Rules" if applicable, means FSP’s then-current Official Sweepstakes Rules, a standalone document available on the Platform and incorporated by reference into this Agreement, governing each Golden Ticket draw, including the Alternative Method of Entry (AMOE) mail-in option, void-where-prohibited disclosures, and prize fulfillment protocols.
Subject to Host’s compliance with this Agreement, FSP hereby grants Host a limited, non-exclusive, non-transferable, revocable license to access and use the FSP Platform solely for the purpose of creating, configuring, administering, and promoting the Arena during the Term. This license does not include the right to: (a) sublicense the FSP Platform to any third party; (b) access or use the FSP Platform for any purpose other than operating the Arena; or (c) copy, modify, reverse-engineer, decompile, or create derivative works of the FSP Platform or any component thereof.
Host shall configure the Arena through the Arena Host Dashboard in accordance with the Arena Particulars Schedule and FSP Platform Rules. FSP shall have no obligation to make an Arena live on the FSP Platform until: (a) the Arena Particulars Schedule has been acknowledged by Host through the FSP Platform; (b) all Prize commitments required by Section 7 have been confirmed; (c) all required creative assets (logos, images, reward descriptions) have been submitted and approved by FSP; and (d) FSP has completed its operational review in accordance with the tiered SLA set out in Section 2.3.
FSP shall complete its operational review of each Arena configuration within the following timeframes following receipt of a complete and conforming Arena Particulars Schedule with all required Prize commitments and creative assets:
Standard Arena (single Sport, Prize structure comprising merchandise or digital goods only): twenty-four (24) hours.
Complex Arena (two or more Sports, or any Arena containing an experience Prize requiring third-party rights holder confirmation, or any Co-Host configuration): forty-eight (48) to seventy-two (72) hours.
The review period does not commence, and the Arena does not go live, until: (a) all required Prize delivery confirmations have been received by FSP (see Section 7.4); and (b) where applicable, all Co-Hosts have signed this Agreement as joint Host parties and agreed the internal revenue split among themselves. FSP reserves the right to extend the review period if the Arena Particulars Schedule is incomplete, the Prize commitments are unclear, or additional due diligence is required.
Host shall comply with the FSP Platform Rules at all times. FSP may update the FSP Platform Rules at any time at FSP’s sole discretion without Host consent. FSP will use commercially reasonable efforts to provide Host with reasonable advance notice of material changes to the Platform Rules, except where immediate changes are required to address a security risk, fraud event, or regulatory requirement. Continued operation of the Arena after any Platform Rules update constitutes Host’s acceptance of the updated rules. A summary of the FSP Platform Rules provisions most relevant to Arena Hosts is set forth in Exhibit 1 to this Agreement.
Host is an independent contractor of FSP. Nothing in this Agreement shall create or be deemed to create a partnership, joint venture, employment, agency, or franchise relationship between FSP and Host. Host shall have no authority to bind FSP to any obligation or make any representation on FSP’s behalf.
3. FSP'S EXCLUSIVE B2C RELATIONSHIP WITH PARTICIPANTS
FSP is the sole contracting party with all Participants. All Participants access the Arena exclusively through the FSP Platform and are subject to the FSP Terms of Service, except where FSP has expressly licensed an FSP SDK (a software development kit provided by FSP that enables a third party to integrate and host an Arena within its own application) to a third party enabling that party to host an Arena within its own application, in which case the applicable terms are as set out in the relevant SDK license agreement. Host acknowledges and agrees that:
Host has no direct contractual, payment, or legal relationship with Participants arising from their participation in the Arena through the FSP Platform;
FSP is the merchant of record for all Tournament Entry Fee transactions. FSP collects all Tournament Entry Fees from Participants directly. Host has no right to collect, process, or receive Tournament Entry Fees directly from Participants;
all Participant-facing representations regarding Tournament Entry Fees, FSP Bucks, Golden Tickets, sweepstakes, payouts, and platform functionality are governed exclusively by the FSP Terms of Service and FSP Platform Rules. Host shall not make any representations to Participants that contradict, supplement, or supersede the FSP Terms of Service or FSP Platform Rules;
Participant payment disputes, refund requests, and chargebacks are the exclusive responsibility of FSP to manage as merchant of record. Host has no obligation and no authority to issue refunds or respond to Participant payment disputes directly; and
Host shall not represent to any Participant that FSP Bucks have cash value, are transferable, or constitute property of the Participant.
Host represents that it has reviewed the FSP Terms of Service and the FSP Platform Rules in full prior to completing the click-wrap acceptance of this Agreement. Host agrees that it will not, directly or indirectly: (a) instruct, encourage, or cause any Participant to take any action that would breach the FSP Terms of Service; (b) offer any side arrangement, payment, reward, or incentive to any Participant outside of the FSP Platform; or (c) communicate any terms to Participants regarding FSP Bucks, Golden Tickets, Prizes, or Season rules that differ from the terms published by FSP on the FSP Platform.
Host may communicate with Participants for the purpose of promoting the Arena, driving participation, and announcing Season milestones. All such communications must be accurate, consistent with the Arena Particulars Schedule and FSP Platform Rules, and must not create any contractual commitment to Participants not already reflected in the FSP Terms of Service. Host shall direct all Participant questions regarding Tournament Entry Fees, FSP Bucks, refunds, and sweepstakes to FSP via legal@futureofsports.io.
Where any Participant, Captain, or Challenger in the Arena is a minor between the ages of thirteen (13) and seventeen (17) (a “Minor”), the relationship between FSP and the Minor’s parent or legal guardian (the “Guardian”) is governed by the FSP Guardian Agreement as in effect from time to time at www.futureofsports.io. Host acknowledges that: (a) FSP is the sole contracting party with the Guardian, and Host has no contractual relationship with the Guardian or the Minor arising from this Agreement; (b) each Minor Account has a single Guardian of record (no co-Guardian or secondary Guardian role); (c) all payouts attributable to a Minor flow through the Guardian Payout Account established under the Guardian Agreement, not to the Minor directly; (d) Host shall not enter into any direct arrangement with a Minor or a Guardian outside the FSP Platform; and (e) Host shall direct all Guardian-related questions to FSP via legal@futureofsports.io. Where a Host, Captain, Challenger, or other arena operator is a Minor between the ages of thirteen (13) and seventeen (17), the same Guardian Agreement framework applies: FSP contracts solely with the Minor’s Guardian, a single Guardian of record is required, and all payouts attributable to the Minor flow through the Guardian Payout Account. A Minor may act as a Host in accordance with Section 14.2 and subject to the Guardian Agreement; FSP may decline or condition Minor Host status at its sole discretion.
4. ENTRY FEES, REVENUE, AND PAYMENT
FSP shall collect all Tournament Entry Fees from Participants as merchant of record. Tournament Entry Fees are set by the Host per Sport per Arena in the applicable Arena Particulars Schedule, subject to a minimum Tournament Entry Fee as approved by FSP, taking into account the applicable Arena Particulars Schedule. Where Tournament Entry Fees are collected through a third-party application via an FSP SDK, the applicable minimum is as specified in the relevant SDK license agreement. There is no maximum Tournament Entry Fee. FSP may offer Participants installment payment options (including buy-now-pay-later facilities) at FSP’s sole discretion. The treatment of BNPL facility fees in the Net Sport Revenue calculation is addressed in Section 4.7.
The Host Arena Earnings are determined by the Arena Payout Tiers, which are standard and non-negotiable. The Arena Payout Tiers may be updated by FSP from time to time, with changes applying to new Seasons only in accordance with Section 17.7. All Hosts enter the same tier ladder and progress automatically as the number of paid Participants in each Sport grows. The Arena Payout Tiers operate across two parallel tracks:
| Participants in Sport | Tournament Entry Fee Track % | Brand Integration Track % |
| 30+ | 3% | 3% |
| 100+ | 5% | 5% |
| 700+ | 7% | 10% |
| 1,000+ | 10% | 15% |
| 10,000+ | 15% | 25% |
| 25,000+ | 25% | 38% |
| 50,000+ | 40% | 55% |
| 100,000+ | 50% | 60% |
| 1,000,000+ | 55% | 60% |
The Tournament Entry Fee Track % and Brand Integration Track % are applied separately to Net Sport Revenue and Net Brand Integration Revenue respectively for each Sport. The tiers are Sport-specific - participant counts and earnings in one Sport do not affect the tier applicable to another Sport within the same Arena. FSP retains the Platform Fee as the remainder of Net Sport Revenue and Net Brand Integration Revenue after the Host Arena Earnings are deducted.
For each Sport within an Arena, revenue is calculated as follows:
Step 1: FSP calculates Net Sport Revenue (gross Tournament Entry Fees collected minus payment processing fees, chargebacks, and approved refunds).
Step 2: The applicable Arena Payout Tier Tournament Entry Fee Track % is applied to Net Sport Revenue to determine the Host Arena Earnings (Tournament Entry Fee track) for that Sport.
Step 3: The Host Arena Earnings (Tournament Entry Fee track) are further divided: the Captain Pool percentage (set by Host in the Arena Particulars Schedule, minimum 10%) is deducted and distributed to Captains. The Host Revenue Share is the remainder of the Host Arena Earnings after the Captain Pool deduction.
Step 4: In parallel, the Brand Integration Track % is applied to Net Brand Integration Revenue generated within the Sport to determine the Host Arena Earnings (Brand Integration track). The same Captain Pool percentage set by the Host in the Arena Particulars Schedule (minimum 10%) applies to both the Tournament Entry Fee track and the Brand Integration track.
Step 5: FSP retains the Platform Fee as the balance of Net Sport Revenue and Net Brand Integration Revenue after all Host Arena Earnings are deducted.
Each Captain’s payout from the Captain Pool is proportional to their Earnings Score within their tier, in accordance with Section 10. Each Captain individually decides what portion of their tier payout to share with the Challengers they recruited. There is no Arena-level or Host-level Challenger pool. The Host has visibility into the Captain-to-Challenger distribution structure but does not control it.
The Captain Pool percentage set by the Host in the Arena Particulars Schedule is locked upon Arena launch and may not be modified during a Season without FSP’s prior written consent. Any agreed modification shall take effect from the commencement of the immediately following Season and shall be reflected in an updated Arena Particulars Schedule acknowledged by Host.
FSP shall calculate and pay Host Revenue Share amounts on a monthly basis, within twenty (20) Business Days following the end of each calendar month in which Net Sport Revenue was collected. Payments shall be made via ACH transfer or such other payment method as made available through the Arena Host Dashboard or the Platform. All payments are subject to FSP’s verification that the Arena and Host are not subject to any active fraud investigation or Slashing event under the FSP Platform Rules.
The treatment of BNPL facility fees (including fees charged by buy-now-pay-later services) shall be treated as payment processing fees and are deducted from gross Tournament Entry Fees in calculating Net Sport Revenue, in the same manner as Stripe, ACH, and Apple Pay processing fees. This treatment is confirmed and applies to all Arena Particulars Schedules acknowledged on or after the Effective Date of this Agreement.
The Host bears no exposure to BNPL default risk - if a Participant defaults on their BNPL repayment obligation, that risk is entirely between the Participant and the BNPL provider. FSP has already received its payment from the BNPL provider at the time of the Participant’s initial transaction.
FSP may operate Subsidy programs for qualifying Participants from time to time, including (without limitation) reimbursement programs operated through Section 127, HSA, FSA, or similar employer or government wellness benefit structures. The default treatment of Subsidy-funded Tournament Entry Fees in the Net Sport Revenue calculation shall be: (i) Host receives revenue share on the full gross Tournament Entry Fee inclusive of any Subsidy amount; (ii) the Subsidy amount is treated as a standard Tournament Entry Fee for purposes of the Net Sport Revenue calculation; and (iii) no additional conditions or restrictions apply. Additional Subsidy options and any program-specific terms (including any modifications to the default treatment above) will be made available on the FSP Foundation page (the page on the Platform through which FSP makes available Subsidy and community programs) from time to time, and any active Subsidy program will be governed by the terms posted there and incorporated by reference into this Agreement.
FSP shall provide Host with their Arena’s monthly revenue statement via the Arena Host Dashboard no later than ten (10) Business Days following the end of each calendar month, setting forth per Sport: (a) total gross Tournament Entry Fees collected; (b) payment processing fee deductions; (c) chargeback and refund deductions; (d) Net Sport Revenue; (e) applicable Arena Payout Tier and Host Arena Earnings; (f) Captain Pool amount distributed; (g) Host Revenue Share payable; and (h) Platform Fee retained. The Arena Host Dashboard shall display cumulative season-to-date data on a real-time basis.
Host shall notify FSP in writing of any good-faith dispute regarding a monthly revenue statement within ten (10) days of receipt. FSP shall investigate and respond within fifteen (15) Business Days thereafter. During any dispute, FSP shall pay the undisputed portion of any amount due. Failure to dispute a statement within ten (10) days constitutes Host’s acceptance of that statement as final and binding.
Each party is solely responsible for all taxes arising from its own income or receipts under this Agreement. Host shall provide FSP with a completed IRS Form W-9 (or applicable equivalent for non-US Hosts) to FSP or FSP’s designated third-party compliance or payment provider prior to FSP’s first payment to Host. To the extent required by applicable law, any IRS information returns (such as Form 1099-K or 1099-NEC) will be filed by the payment processor or FSP's designated third-party provider as the responsible party. FSP does not assume primary responsibility for tax information reporting where that obligation rests with the payment processor. Host Revenue Share payments are made in USD or such other currency as applicable per Section 17.13. Host is solely responsible for verifying its own tax position with qualified tax counsel. VAT, GST, and other indirect tax obligations arising from the Arena’s operations are allocated as follows: FSP bears indirect tax liability on its Platform Fee to the extent required by applicable law and FSP's then-current tax position, which may change; Host bears indirect tax liability on Host Revenue Share amounts received. Cross-border prize delivery duties, customs, and shipping costs are the Host’s responsibility as part of the Prize fulfillment obligation under Section 7.
5. CO-HOST ARENAS
Host may invite a Co-Host to co-administer an Arena during the Arena setup process. A Co-Host relationship shall not take effect until: (a) the proposed Co-Host accepts the invitation and the proposed internal revenue split through the FSP Platform; (b) the proposed Co-Host individually accepts and signs its own Master Arena Host Agreement through the FSP Platform (populated with the same Arena Particulars Schedule), rather than jointly with Host; and (c) FSP approves the Co-Host arrangement. The Co-Host may counter-offer the proposed internal revenue split before acceptance. Once accepted, the internal split is locked for the duration of the Season.
Although each Host and Co-Host signs separately, each is jointly and severally liable to FSP for the Arena-level obligations, including Prize fulfillment and refunds, and remains individually accountable to FSP for its own obligations under this Agreement. The internal revenue split between Host and Co-Host is solely a matter between them; FSP is not a party to it and does not govern, mediate, or enforce it.
The following Arena configuration changes require the written approval of both Host and Co-Host during a Season: (a) addition or removal of a Sport; (b) modification of a Prize or Performance Prize Slot allocation; (c) modification of Tournament Entry Fees; and (d) modification of Season Dates. Any such change requires both the written approval of both Host and Co-Host and the prior approval of FSP, and FSP may decline to implement any such change at its discretion, including where the change would create legal, regulatory, or operational risk or affect FSP’s obligations to Participants.
The internal revenue split between Host and Co-Host is locked upon Arena launch and/or Sport launch. Neither Host nor Co-Host may unilaterally alter the split mid-Season. Any agreed change requires written consent of both Host, Co-Host, and FSP and takes effect no earlier than the immediately following Season.
A physical venue or gym may be designated as a Co-Host. Physical venue Co-Hosts follow the same Arena mechanism as any other Co-Host. There is no separate venue-as-arena mechanism distinct from the Co-Host structure.
Programmatic AR advertising, Direct Buy brand integrations, and sponsor bounty campaigns generate Net Brand Integration Revenue within the Arena. The Host’s share of Net Brand Integration Revenue is determined by the Arena Payout Tier Brand Integration Track % applicable to the number of paid Participants in the relevant Sport, as set out in Section 4.2. FSP manages all ad delivery, brand relationships, and programmatic supply-side platform operations.
Host has the right to approve or deny specific brands or advertising categories appearing within its Arena, exercisable through the Arena Host Dashboard. Host shall exercise this right in good faith and shall not use it to exclude brands for purposes that restrict fair competition (including to favor a competing platform or to disadvantage FSP’s existing advertising partners). FSP’s programmatic ambient AR advertising system is subject to the Host’s ad governance settings. FSP controls the physical placement and density of advertising within sessions, and this operates automatically regardless of the Host's brand-level ad governance settings.
Data licensing revenue (Skeletal Interaction Minutes licensing, Data Warehouse API licensing, and any other revenue derived from the licensing of Arena Data to third parties) flows exclusively to FSP’s corporate treasury. Hosts, Captains, and Challengers have no claim to any data revenue of any kind. This is an absolute exclusion.
Host shall irrevocably commit to each Prize described in the applicable Arena Particulars Schedule prior to the Arena going live. Each Prize commitment is a direct contractual obligation of Host to FSP. FSP shall make the committed Prizes available to eligible Participants through the FSP Terms of Service. Host’s obligation to fulfill each Prize is absolute and unconditional, subject only to the Force Majeure provisions of Section 17.3. For the avoidance of doubt, FSP does not operate a prize pool or wagering pool: Prizes are committed and funded by Host (or, where applicable, a brand sponsor), are not funded from Participant Tournament Entry Fees or FSP Bucks, and FSP does not pool Participant contributions or retain any percentage of any Prize as a pool. Cash Prizes are governed by Sections 7.3 and 7.3.1.
For each Sport within an Arena, Host shall designate in the applicable Arena Particulars Schedule: (a) the number of Performance Prize Slots (top-ranked Participants by cumulative verified performance score for that Sport); (b) the number of Golden Ticket Prize Slots (awarded at Season end through the Golden Ticket draw for that Sport); and (c) a complete description of the Prize, including approximate retail or experiential value, sufficient for FSP to satisfy applicable sweepstakes prize disclosure obligations. The number of Prize winners is at the Host’s discretion and is set at Sport setup.
Prize routing. Each Prize is awarded either as a Performance Prize, to top-ranked Participants by cumulative verified performance, or through the Golden Ticket draw, a random draw open on an equal-entry basis to Golden Ticket holders and free Alternative Method of Entry entrants. Prizes awarded through the Golden Ticket draw are non-cash and cannot be redeemed for cash. FSP may decline or re-designate any Prize commitment that does not conform.
Prizes may consist of: (a) brand-sponsored prizes across the categories of Electronics and Tech, Sports Equipment, Fashion and Apparel, Gift Cards and Vouchers, Experiences and Travel, Food and Beverage, Health and Wellness, and Gaming and Entertainment; (b) FSP Bucks; (c) Custom prizes (to which the same category descriptors as brand-sponsored prizes apply); or (d) a cash Season Prize that the Host configures and funds for Performance Prize Slot winners determined by verified skill, as permitted under Section 7.3.1. No cash Prize is awarded through the Golden Ticket draw; Golden Ticket draw prizes are non-cash only. FSP shall not be required to accept any Prize commitment that: (i) FSP determines in good faith creates material regulatory, legal, or reputational risk; or (ii) Host cannot demonstrate the legal right and practical ability to deliver.
7.3.1 Cash Prizes.
Arena prizes are non-cash, except that a Host may configure and fund a cash Season Prize awarded to Performance Prize Slot winners determined by verified skill, where the cash prize is funded by the Host or a brand sponsor (and not from Tournament Entry Fees or FSP Bucks), FSP does not retain any percentage of the prize as a pool, and FSP has confirmed that the offering is lawful in each jurisdiction in which it is made available. FSP may restrict or disable cash prizes in any jurisdiction, and Host shall not commit, advertise, or award any cash prize in a jurisdiction in which FSP has not enabled it. No cash Prize is awarded through the Golden Ticket draw. Cash awarded at Live Finals is governed separately by the applicable Live Finals terms and the FSP Terms of Service, and not by this Agreement.
For any Prize that constitutes an in-person experience involving a third-party rights holder (including but not limited to athlete meet-and-greets, courtside seats, backstage access, or any Prize whose delivery is not solely within the Host’s own control), Host must provide FSP with written confirmation of prize availability from the relevant rights holder, venue, or controlling party before the Arena goes live. No Arena containing such a Prize shall launch without FSP having received this confirmation. For Prizes comprising merchandise or digital goods within the Host’s own control, FSP retains discretion over evidence requirements.
Prize commitments set forth in an Arena Particulars Schedule may not be modified, reduced, substituted, or withdrawn after Arena launch without FSP’s prior written consent. Any approved modification shall be communicated to Participants by FSP via the FSP Platform and shall not reduce the material value or nature of the Prize without Participant notification and a reasonable cure period.
At Season end, FSP shall: (a) identify Performance Prize Slot winners based on cumulative verified performance rankings per Sport; (b) conduct the Golden Ticket draw; (c) notify winners through the FSP Platform; (d) conduct KYC verification and, where applicable, background checks for in-person experiences. Host shall cooperate fully with FSP’s fulfillment process and shall respond to all FSP fulfillment requests within five (5) Business Days. The Host is responsible for coordinating all Prize logistics, and Performance Prize Slot winners are responsible for ensuring their own eligibility for the Prize (including, for a student-athlete, eligibility under applicable NIL rules and institutional policies). FSP retains discretion to oversee and step into Prize arrangements at any time. FSP must have full visibility into all arrangements being made by the Host.
Because Participants’ prize claims run against FSP under the FSP Terms of Service, FSP holds a direct back-to-back contractual right against Host for every Prize committed in an Arena Particulars Schedule. If Host fails to deliver any committed Prize: (a) FSP may procure a reasonably equivalent substitute Prize and charge the full cost to Host; (b) Host shall reimburse FSP within thirty (30) days of written demand; (c) FSP may offset amounts owed against future Host Revenue Share payments; (d) FSP’s exercise of any remedy under this Section does not limit FSP’s right to pursue additional remedies at law or in equity; and (e) FSP reserves the right to withhold and/or clawback Host Revenue Share payments until the Prize has been successfully delivered. Ultimate responsibility for ensuring all Prizes are legal, achievable, and properly fulfilled rests with the Host. FSP does not carry liability for Prize delivery failures - that liability sits with the Host.
The Host and/or the Participant (as applicable) bears primary responsibility for ensuring that the Golden Ticket draw mechanic complies with all applicable laws and regulations in each jurisdiction in which the Arena operates. Where a jurisdiction classifies the Golden Ticket draw as a sweepstakes or prize promotion, Host shall ensure compliance with the applicable rules of that jurisdiction. If requested by Host, FSP may act as a consultant and technical facilitator in connection with the Golden Ticket draw mechanics and may provide reasonable assistance to Host, including administering the AMOE option and conducting winner selection via certified RNG, where applicable. The Official Sweepstakes Rules are a standalone document available on the Platform and are incorporated by reference where applicable. Host shall not conduct any separate sweepstakes or prize draw in connection with the Arena without FSP’s prior written consent.
FSP shall never promise a Prize it does not already have committed by Host in the applicable Arena Particulars Schedule. Golden Ticket Prize Slots are fixed as of Arena launch. If Host fails to commit sufficient Prize Slots to cover outstanding Golden Ticket redemption demand at Season end, FSP shall notify Host of the shortfall and, if Host does not cure it within a reasonable period, FSP may procure substitute prizes or provide alternative remedies to affected Participants, and Host shall be liable for all documented costs FSP incurs in doing so.
8. HOST'S OBLIGATIONS
Host shall actively promote the Arena to Host’s existing audience and fan base using Host’s social media channels, communications platforms, and networks. Host shall use commercially reasonable efforts to drive Participant registration and verified session activity throughout the Season. Host shall not make any fraudulent, misleading, or materially inaccurate representations in connection with Arena promotion.
Host shall: (a) comply with the FSP Platform Rules at all times; (b) ensure that all Arena configurations, Prize descriptions, and Season parameters entered by Host into the Arena Host Dashboard are accurate, complete, and not misleading; (c) not engage in, facilitate, or encourage any conduct that constitutes fraud, synthetic activity, bot activity, or circumvention of FSP’s anti-fraud systems; and (d) promptly report to FSP any suspected fraudulent activity, unauthorized access, or misuse of the Arena or FSP Platform.
Host shall not: (a) collect any entry fees, participation fees, or any form of payment from Participants in connection with the Arena outside the FSP Platform, except where collected through a third-party application operating under an FSP SDK license; (b) offer any reward, prize, or incentive to Participants not reflected in the applicable Arena Particulars Schedule and administered through the FSP Platform; (c) enter into any arrangement with any Captain, Challenger, or Participant that creates obligations inconsistent with the FSP Platform Rules or this Agreement; or (d) represent to any Participant, Captain, or Challenger that FSP Bucks have cash value.
All content, branding, imagery, and promotional materials submitted by Host to FSP or published in connection with the Arena must: (a) not infringe any third party’s Intellectual Property Rights; (b) comply with all applicable laws and regulations; (c) not contain defamatory, discriminatory, sexually explicit, or otherwise harmful content; and (d) not create any false impression of endorsement by FSP of any product, service, or entity not approved by FSP in writing.
Host shall cooperate fully with FSP in connection with: (a) the operational review of the Arena prior to launch; (b) any dispute, fraud investigation, or compliance review; (c) Prize fulfillment logistics, including providing FSP with full visibility into all Prize arrangements; and (d) any request by FSP for information or documentation reasonably necessary to comply with applicable laws or platform integrity requirements.
Host shall not misrepresent the Earnings Score methodology to Captains or Challengers. Host shall direct Captains and Challengers seeking information about Earnings Score scoring to the FSP Platform’s published Earnings Score disclosure materials. Host acknowledges that FSP retains the right to modify the Earnings Score methodology at any time without Host consent, and shall not represent to any Captain or Challenger that the Earnings Score formula is fixed.
9. FSP'S OBLIGATIONS
FSP shall use commercially reasonable efforts to make the FSP Platform available to Participants and Host during the Season. FSP does not warrant uninterrupted or error-free platform availability. FSP shall use commercially reasonable efforts to notify Host of planned maintenance periods with at least forty-eight (48) hours’ advance notice where practicable.
FSP shall: (a) collect all Tournament Entry Fees from Participants as merchant of record; (b) calculate Net Sport Revenue, Net Brand Integration Revenue, and Host Arena Earnings in accordance with Section 4; (c) make Host Revenue Share payments in accordance with Section 4.5; (d) provide revenue reporting via the Arena Host Dashboard in accordance with Section 4.10; and (e) manage all FSP Bucks minting, wallet mechanics, and Golden Ticket economics in accordance with the FSP Platform Rules.
Where relevant, FSP shall provide technical facilitation services in connection with Golden Ticket draws, which may include: (a) publishing the Official Sweepstakes Rules where required; (b) administering the AMOE mail-in option in applicable jurisdictions; (c) conducting winner selection using a certified RNG; and (d) performing KYC verification and background checks. FSP’s obligation to provide these services is dependent on the Host’s jurisdiction, applicable law, and the specific Arena configuration. The Host and/or the Participant (as applicable) bears primary responsibility for sweepstakes compliance in accordance with Section 7.8. Where FSP provides administration services, FSP shall bear the cost of such services, except for costs arising from Host’s failure to fulfill Prize commitments.
FSP shall disclose the Earnings Score methodology to Hosts and Captains with sufficient transparency for them to understand how their Earnings Score is calculated and what actions improve it. FSP retains the right to update the Earnings Score methodology at any time. FSP shall provide Host and Captains with reasonable notice of material changes to the Earnings Score methodology, except where immediate changes are required to address fraud or platform integrity concerns.
FSP shall use commercially reasonable efforts to detect and prevent fraudulent activity on the FSP Platform. FSP shall notify Host of material fraud events affecting the Arena within five (5) Business Days of detection.
FSP shall provide Host with access to the Arena Host Dashboard throughout the Term, through which Host may: (a) configure Arena and Sport settings; (b) view real-time Participant and session data; (c) monitor Captain leaderboards, Earnings Score rankings, and Captain-to-Challenger distribution structures; (d) access monthly revenue statements; (e) manage Prize configurations; (f) exercise ad governance rights under Section 6.2; and (g) initiate Season and Flush controls, subject to FSP’s operational review requirements.
Captains are appointed by the Arena Host for each Sport within the Arena. The Host selects the individuals who will fill the Captain Seats (the number of which is set by the Host per Sport in the Arena Particulars Schedule). Captain appointees may include influencers, athletes, local gyms, venues, or any individual the Host chooses. Where a Captain or Challenger is a Minor (as defined in Section 3.4), the relationship between FSP and the Minor’s Guardian is governed exclusively by the Guardian Agreement; Host has no contractual relationship with the Minor or the Guardian arising from this Agreement. The Host’s relationship with appointed Captains is one of appointment - there is no separate captain agreement between the Host and individual Captains arising from this Agreement. Captains and Challengers do, however, separately accept the Captain/Challenger Agreement with FSP (a standalone agreement). Captains are governed by the FSP Terms of Service and the FSP Platform Rules, and not by any direct contractual obligation to the Host arising from this Agreement.
Each Captain’s monthly payout is proportional to their Earnings Score within their tier. Earnings Score is a holistic score reflecting all activity generated by the Captain and their downstream Challenger and Participant network within a specific Sport. The Earnings Score methodology is disclosed to Hosts and Captains through the FSP Platform in accordance with Section 9.4. Earnings Score is Sport-specific - a Captain’s Earnings Score in one Sport is entirely independent of their Earnings Score in any other Sport, even within the same Arena. Captain payout within each tier is calculated as: Captain Payout = (Captain’s Earnings Score / Total Earnings Score of all Captains in that tier) × Tier Pool, where “Tier Pool” means the Captain Pool amount allocated to a specific tier (Gold, Silver, or Bronze) = Captain Pool × that tier’s share percentage as set by the Host in the Arena Particulars Schedule.
During a live Season, a Challenger who outperforms the lowest-performing Captain in a Sport by Earnings Score, assessed monthly, earns that Captain’s Captain Seat (Captain Displacement). Captain Displacement occurs monthly during the Season where the relevant Earnings Score threshold is met; it is distinct from the end-of-Season Flush described in Section 10.4. The displaced Captain returns to the Challenger layer at the Gold tier and does not start from zero, and the Challengers linked to the displaced Captain remain linked to that Captain. The detailed Earnings Score crediting that applies on displacement and on any subsequent reinstatement (including the treatment of players onboarded during the displacement period), the unaffiliated player pool, the optional Captain selection available to players, and the related network mechanics, are governed by the FSP Platform Rules. When a Captain is removed or leaves mid-Season, FSP reassigns that Captain's Challengers to another Captain within the Arena, within the timeframe set out in the FSP Platform Rules.
At the Season Flush: (a) all Earnings Score values reset; (b) all Captain tier designations reset - every Captain enters the new Season as Captain Bronze, with tier recalculation occurring at the conclusion of the first calendar month of the new Season based on accumulated Earnings Score; (c) Captains from the prior Season are automatically re-appointed to their Captain Seats for the new Season unless the Arena Host elects to remove or replace them during the Season Launch review; (d) any Challenger who earned promotion to Captain during the prior Season is included in the Captain pool for the new Season and does not require separate invitation; (e) Challenger networks established under each Captain Seat carry over to the new Season and remain attached to the Seat; and (f) the 180-day inactivity FSP Bucks flush runs for all qualifying Participant accounts. The following do not reset at the Flush: Challenger standing; Arena and Sport configurations; Golden Ticket balances; and Captain Seat assignments (subject to Host review under subsection (c)). The Arena Host initiates a new Season via the Season Launch function, which pre-populates the Captain roster from the prior Season. The Host may confirm, remove, or replace Captains freely during this review before the new Season goes live. Once the new Season is live, the Captain removal protection provisions of Section 10.6 apply.
Each Captain individually decides what percentage of their own tier payout to share with the Challengers they recruited, and how to allocate that share across Gold, Silver, and Bronze Challenger tiers. This is the Captain’s sole decision. The Host has visibility into the Captain-to-Challenger distribution structure through the Arena Host Dashboard but does not control it. There is no Arena-level or Host-level Challenger pool. Challengers are not party to this Agreement. FSP has no contractual obligation to Challengers.
A Season is divided into three equal periods for the purpose of Captain removal by the Arena Host: (a) Probation Window (first third of Season). The Arena Host may remove any Captain from their Captain Seat at the Host’s sole discretion during the first third of the Season. No reason is required. (b) Restricted Window (second third of Season). The Arena Host may remove a Captain only for cause, defined as: (i) material breach of the Arena’s published rules or code of conduct; (ii) sustained inactivity, being a failure to record any qualifying activity for fourteen (14) or more consecutive days; or (iii) conduct that materially harms the Arena or its Participants, as reasonably determined by FSP. The Host must select a removal reason from the categories provided in the Arena Host Dashboard at the time of removal. (c) Locked Window (final third of Season). No Captain may be removed by the Arena Host. Captain Seats are locked for the remainder of the Season. In cases of fraud, abuse, or serious misconduct, removal during the Locked Window may only be effected through a Platform-level review initiated by the Host and adjudicated by FSP. (d) Earned Compensation on Removal. All FSP Bucks, rewards, and compensation accrued by a Captain up to the date of removal are non-forfeit and shall be paid out in accordance with the standard payout schedule. Removal does not extinguish any entitlement that vested prior to the removal date. (e) Challenger Network on Removal. Upon removal of a Captain, FSP reassigns the Captain's Challenger network to another Captain within the Arena. Reassigned Challengers retain their standing, Earnings Score, and progress. The reassignment is completed within seven (7) days of the Captain's removal.
There is no separate captain agreement between the Host and individual Captains arising from this Agreement. Captains and Challengers do, however, separately accept the Captain/Challenger Agreement with FSP (a standalone agreement), which governs their operator role, payouts, and tax and payment details. Captain appointment is an operational decision of the Host. Captain tier placement, slashing, displacement, and Earnings Score governance are platform functions managed by FSP. The Host influences Captains through appointment, prize design, Sport selection, and the Captain Pool percentage - not through ongoing direct contractual relationships governed by this Agreement. All FSP payouts to Captains are governed by the payout methodology set out in Section 10.2, with Captain payout distribution percentages captured during Arena setup via the Arena Host Dashboard. For the avoidance of doubt, Captains and Challengers are subject to the dispute-resolution provisions, including the class action waiver and arbitration provisions, of the FSP Terms of Service and the Captain/Challenger Agreement, and have no right to bring class action claims against FSP.
FSP owns all right, title, and interest in and to: (a) the FSP Platform and all technology, software, algorithms, models, and systems comprising it; (b) FSP Marks; (c) Arena Data; (d) all FSP Bucks, Golden Tickets, and economic mechanics; (e) the Kinetic Truth Engine, including the Vision Engine, FSPx.ai, the Engagement Engine, all sport-specific machine learning models comprising the Kinetic Truth Engine model stack (including pose estimation, object detection, physics modeling, event classification, skill scoring, and anomaly detection models), the CORE Training Corpus and all consensus-verified labeled data therein, the Movement Transformer architecture, and all related AI, computer vision, and patent rights (including any patent applications and patents issuing therefrom) covering any of the foregoing; (f) the Earnings Score methodology; and (g) all Intellectual Property Rights in any of the foregoing. Nothing in this Agreement transfers any Intellectual Property Rights in the FSP Platform or any FSP-owned materials to Host.
Host acknowledges that all Arena Data is owned exclusively by FSP. FSP may use Arena Data for any lawful purpose, including training AI and machine learning models, improving the FSP Platform, and licensing to third parties. Host has no claim to any data royalty revenue or other benefit derived by FSP from the use or licensing of Arena Data. FSP shall handle all Participant personal data in accordance with FSP’s Privacy Policy at www.futureofsports.io and applicable data protection laws, including GDPR and India’s DPDPA where applicable.
Host hereby grants FSP a non-exclusive, royalty-free, worldwide license during the Term to use Host Marks solely for: (a) identifying and promoting the Arena on the FSP Platform and associated marketing materials; (b) displaying Host’s name and branding within the Arena Host Dashboard, the Explore Arenas screen (the in-app discovery screen on which Arenas are listed), and the Highlights Feed; and (c) generating Arena-specific promotional assets. FSP shall use Host Marks in a manner consistent with Host’s brand guidelines as provided by Host in writing and shall not use Host Marks in any manner that disparages Host.
FSP hereby grants Host a non-exclusive, non-transferable, revocable, royalty-free license during the Term to use FSP Marks solely for the purpose of promoting Host’s Arena and driving Participant registration, in accordance with FSP’s then-current brand guidelines. Host shall not use FSP Marks after termination or expiration of this Agreement.
Any suggestions, feedback, or ideas provided by Host regarding the FSP Platform are assigned to FSP without compensation and may be used by FSP for any purpose.
This Agreement commences on the Effective Date (being, for the avoidance of doubt, the Acceptance Timestamp as defined in Section 17.9) and continues until terminated in accordance with this Section 12 (the "Term"). Each Arena Particulars Schedule shall specify its own Season Dates, and the Term shall continue so long as at least one Arena Particulars Schedule is active, unless earlier terminated.
FSP may terminate this Agreement or any Arena Particulars Schedule, or suspend the Arena, at any time and for any reason or no reason, at FSP’s sole discretion. The following specific triggers apply:
Immediate termination without notice: fraud, synthetic activity, bot farms, material Platform Rules violation, or conduct that in FSP’s reasonable judgment threatens the integrity or reputation of the FSP Platform.
Immediate termination without notice: regulatory requirement or order.
Termination for material breach: where FSP elects to provide Host an opportunity to cure, FSP shall provide fifteen (15) days’ written notice describing the breach. If Host fails to cure within that period, FSP may terminate immediately.
Termination for any reason or no reason: FSP may elect to terminate at any time for any reason at FSP’s sole discretion.
There is no unilateral convenience termination right for the Host. The Host cannot walk away from this Agreement or an active Arena without FSP’s consent. If Host wishes to exit, Host must submit a written request to FSP, either through the Settings section within the Arena Host Dashboard or by email to legal@futureofsports.io, setting out the reasons for the requested exit. FSP will review the request within a reasonable time frame. FSP shall review the request and respond at FSP’s sole discretion, including whether to approve the exit at all, the effective date, and the terms on which exit is permitted (including prize fulfillment obligations, payout settlement, and Captain and Challenger redistribution). Changes to economic terms made by FSP in accordance with Section 2.4 do not constitute a basis for Host to request exit.
Upon termination or expiration of this Agreement or any Arena Particulars Schedule:
FSP shall cease making Host Revenue Share payments for any period after the effective date of termination, except that FSP shall pay all accrued but unpaid Host Revenue Share for periods prior to termination within forty-five (45) days of the termination date.
Host remains liable for all Prize fulfillment obligations for all Prizes committed in the applicable Arena Particulars Schedule, including in respect of a truncated Season. FSP will use commercially reasonable efforts to determine final Prize winners on a pro-rated basis. Host’s Prize liability is uncapped.
If FSP terminates the Arena: FSP determines the refund policy for Participants. If Host’s default or exit triggers the termination: Host bears refund exposure for Host’s obligations to Participants.
Captain and Challenger redistribution following termination is handled by FSP at FSP’s discretion.
All licenses granted under this Agreement terminate immediately.
Each party shall promptly return or destroy the other party’s Confidential Information.
The following Sections survive termination: Sections 1, 3, 4.12, 6.3, 7.7, 10.4, 10.5, 10.6, 11, 13, 14, 15, 16, 17, and any accrued payment obligations. For a period of one hundred twenty (120) days following the effective date of termination or expiration, the Host and any Co-Host remain liable to FSP for all Arena-related obligations accrued or arising during the Term, including Prize fulfillment, refunds attributable to Host conduct, indemnification, and any amounts owed under this Agreement, notwithstanding termination.
"Confidential Information" means any non-public information disclosed by one party to the other in connection with this Agreement that is marked confidential or that a reasonable person would understand to be confidential. The following is always Confidential Information of FSP: (a) the FSP Platform architecture, algorithms, and technical specifications; (b) the Earnings Score methodology and formula; (c) Revenue Split structures and payment data; (d) Arena Data; (e) Arena Payout Tier progression data; and (f) the terms of this Agreement and all other agreements to which this Agreement is linked.
Each Receiving Party shall: (a) hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent; and (c) use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided the Receiving Party gives prompt prior written notice and reasonable cooperation in seeking a protective order.
Confidentiality obligations survive termination or expiration of this Agreement for three (3) years, or three (3) years from the last relevant disclosure, whichever is later.
Each party represents and warrants that: (a) it has full legal authority to enter into and perform this Agreement; (b) this Agreement constitutes a legal, valid, and binding obligation; and (c) its execution and performance does not violate any applicable law or agreement to which it is a party.
Host additionally represents and warrants that:
Host has the legal right, title, and authority to offer and deliver all Prizes committed in each Arena Particulars Schedule, and all necessary third-party consents have been obtained;
the Host Marks do not infringe any third party’s Intellectual Property Rights;
if Host is a natural person, Host is at least eighteen (18) years of age, except where FSP has granted prior written approval, which may be conditioned on parental or guardian consent;
if Host is an entity, Host is duly organized and validly existing under the laws of its jurisdiction of formation;
Host’s participation in the FSP Platform does not violate any exclusivity agreement, league regulation, federation rule, sponsorship agreement, or other contractual obligation to which Host is a party; and
all information provided by Host in the Arena Particulars Schedule and Arena Host Dashboard is and shall remain accurate, complete, and not misleading.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, FSP MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE FSP PLATFORM, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FSP DOES NOT WARRANT THAT THE FSP PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY SPECIFIC LEVEL OF PARTICIPANT ENROLLMENT, REVENUE, OR PERFORMANCE WILL BE ACHIEVED.
The FSP Platform relies on third-party platforms, payment processors, and financial institutions, including (without limitation) Stripe, automated clearing house (ACH) networks, Apple Pay, Google Pay, BNPL providers, and bank-issued payment instruments (collectively, “Third-Party Platforms”). FSP does not operate, manage, or control any Third-Party Platform, and FSP is not responsible for any action, omission, suspension, termination, fee change, processing delay, technical failure, or compliance determination by any Third-Party Platform. If a Third-Party Platform terminates, suspends, or restricts Host’s account or otherwise refuses to process a payment to or from Host, FSP shall (a) make commercially reasonable efforts to fulfill any payment obligation it owes to Host through an alternative Third-Party Platform or payment method, provided that Host promptly provides FSP with valid alternative payment instructions; and (b) have no liability for any delay, additional cost, or other consequence arising from the Third-Party Platform action. Host’s relationship with each Third-Party Platform is governed by that platform’s own terms of service, and Host is solely responsible for complying with those terms.
15. FRAUD, SLASHING, AND PLATFORM INTEGRITY
FSP may initiate an Arena Slashing event if FSP determines in good faith that Host has: (a) distributed, published, or made the Geo-Scan QR code available to Participants not physically present at the designated venue; (b) facilitated or failed to prevent bot activity, synthetic movement, or other fraudulent Participant activity; (c) made materially false or misleading representations about the Arena, its Prizes, or its operations; or (d) violated the FSP Platform Rules in a manner that compromises Arena or platform integrity. Arena Slashing consequences: Arena’s localized sponsor pool is frozen. Repeat offenses result in permanent de-listing.
FSP shall provide Host with written notice of the Arena Slashing event and its grounds within three (3) Business Days of initiation. Host shall have ten (10) Business Days to respond with a written explanation. FSP shall make a final determination within ten (10) Business Days of receiving Host’s response. This notice and response process is the exclusive internal remedy for Arena Slashing determinations, subject to the arbitration provisions of Section 17.2.
Captain Slashing is a platform-level enforcement mechanism managed by FSP. If FSP determines that a Captain’s referred users include bot farms, synthetic movement farms, or fraudulently activated Participants: (a) the Captain’s Earnings Score is immediately recalculated excluding flagged users; (b) the recalculation may trigger an emergency tier demotion; (c) any fiat payout received by the Captain for fraudulent activity is subject to clawback via Stripe Connect or the relevant payment platform, debited from the Captain’s next monthly payout; and (d) flagged device fingerprints are permanently banned. Captain Slashing does not require Host consent and is managed solely by FSP.
Player Slashing is applied by FSP to individual flagged Participant accounts. Consequences are applied to the flagged user only: FSP Bucks balance zeroed, Golden Tickets voided, Challenge settlements involving fraudulent sessions reversed, and device fingerprint permanently banned. Player Slashing does not require Host consent.
Host shall cooperate fully with any fraud investigation initiated by FSP, including by: (a) providing requested documentation and records; (b) making relevant Host Personnel available; and (c) taking reasonable remediation steps identified by FSP. Failure to cooperate constitutes a material breach.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CLAIMS BASED ON ORDINARY NEGLIGENCE). FOR THE AVOIDANCE OF DOUBT, ANY DIRECT DAMAGES ARISING FROM ORDINARY NEGLIGENCE BY EITHER PARTY ARE SUBJECT TO THE CAP ON LIABILITY SET FORTH IN SECTION 16.2.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FSP'S TOTAL AGGREGATE LIABILITY TO HOST ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (a) THE TOTAL AMOUNT OF HOST REVENUE SHARE ACTUALLY PAID OR PAYABLE TO HOST IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) FIVE THOUSAND US DOLLARS (USD $5,000). HOST'S LIABILITY TO FSP IS NOT CAPPED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE FOREGOING APPLIES ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN THE RELEVANT JURISDICTION.
The liability cap in Section 16.2 shall not apply to: (a) Host’s Prize fulfillment obligations under Section 7; (b) either party’s indemnification obligations; (c) damages arising from fraud, willful misconduct, or gross negligence; (d) either party’s breach of confidentiality obligations under Section 13; or (e) Host’s breach of any representation or warranty in Section 14.2. These are uncapped.
Host shall defend, indemnify, and hold harmless FSP and its officers, directors, employees, agents, contractors, successors, and other representatives from and against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Host’s breach of any representation, warranty, or obligation under this Agreement; (b) Host’s failure to fulfill any Prize commitment; (c) any claim by a Participant or third party arising from Host’s direct communications with Participants that contradict the FSP Terms of Service; (d) infringement of third-party Intellectual Property Rights arising from FSP’s use of Host Marks in accordance with Section 11.3; (e) Host’s fraud, willful misconduct, or gross negligence; (f) any act or omission of any Host Personnel (including any contractor, scorer, judge, or official engaged by or acting for Host) in connection with the Arena; or (g) any violation of applicable law by Host. Host shall reimburse FSP on demand for any defense costs incurred and any payments made or losses suffered by FSP, whether pursuant to a court judgment or settlement, in respect of any matter covered by this Section. If Host is prohibited by law from entering into the foregoing indemnification obligation, Host assumes, to the extent permitted by law, all liability for the claims, losses, damages, liabilities, costs, and expenses that are the subject matter of that obligation.
FSP shall defend, indemnify, and hold harmless Host and its officers, directors, employees, agents, contractors, successors, and other representatives from and against any third-party claims arising out of or relating to: (a) FSP’s breach of any representation or warranty; (b) FSP’s fraud, willful misconduct, or gross negligence; or (c) any claim by a Participant arising solely from FSP’s administration of the FSP Bucks economy, sweepstakes, or FSP Terms of Service (excluding claims arising from Host’s Prize commitments or communications).
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defense and settlement, provided the indemnifying party shall not settle any claim that admits liability or imposes obligations on the indemnified party without prior written consent; and (c) provide reasonable cooperation at the indemnifying party’s expense.
For the duration of the Term and for a period of twelve (12) months following termination or expiration of this Agreement (the "Exclusivity Period"), Host shall not, directly or indirectly: (a) create, operate, host, promote, or participate in any sports performance verification arena, competition management platform, or materially similar product or service on any platform other than the FSP Platform; (b) license Host Marks or Host’s name, image, or likeness for use in connection with any competing arena or competition management platform; or (c) assist any third party in creating a competing arena or platform that utilizes Host’s audience, fan base, or network developed through the FSP Platform. This exclusivity obligation applies across all sports, all geographies, and all competing platforms. Existing contractual commitments of Host entered into prior to the Effective Date of this Agreement are carved out, provided Host discloses all such pre-existing commitments in writing to FSP prior to acknowledgment of the applicable Arena Particulars Schedule. FSP retains full discretion to launch any Arena in any sport or geography without restriction and without any exclusivity obligation to Host.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles. The parties shall first attempt to resolve any dispute through good-faith negotiation between senior representatives for thirty (30) days following written notice. If unresolved, disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, with a single arbitrator, conducted in Wilmington, Delaware (or by video conference at either party’s election). The arbitrator’s award shall be final and may be entered as a judgment in any court of competent jurisdiction. The parties shall bear their own arbitration costs, except that the arbitrator may award reasonable attorneys’ fees to the prevailing party in the event of a frivolous or bad-faith claim. All disputes shall be resolved on an individual basis only, and neither party may bring or participate in any class, collective, consolidated, or representative action, whether in arbitration or otherwise. To the extent any dispute is heard in a court of competent jurisdiction (including any action for emergency injunctive relief permitted under this Section), each party waives any right to a trial by jury. Nothing in this Section prevents either party from seeking emergency injunctive relief from a court of competent jurisdiction.
Neither party shall be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, governmental action, war, terrorism, or failure of third-party infrastructure, provided the affected party: (a) gives prompt written notice; (b) uses commercially reasonable efforts to mitigate; and (c) resumes performance as soon as practicable. If a force majeure event affecting Host prevents Prize delivery for more than sixty (60) days, FSP may terminate the applicable Arena Particulars Schedule upon written notice. FSP shall use commercially reasonable efforts to provide alternative remedies to affected Participants. If a force majeure event triggers Season interruption, committed Prizes are rebated to Host and revenue is prorated to the Host’s tier position as at the date of interruption. Player refund policy on force majeure cancellation is determined by FSP.
Host may not assign or transfer this Agreement or any rights or obligations hereunder, including by operation of law, merger, acquisition, or change of control, without FSP’s prior written consent. Arenas are non-transferable - if Host’s circumstances change (including a change of control of the Host entity), a new arena must be set up from scratch; the existing Arena cannot be assigned or transferred to a new entity. FSP may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of FSP’s assets, upon thirty (30) days’ written notice to Host. Any purported assignment in violation of this Section is void.
All notices shall be in writing and delivered by email with confirmed receipt, to FSP at legal@futureofsports.io and to the Arena Host at the email address the Host used to sign up and confirm its click-wrap acceptance. Notices are effective upon confirmed receipt.
This Agreement (including all Schedules, the Arena Particulars Schedule, and Exhibits) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, and agreements. In the event of any conflict: the Arena Particulars Schedule controls over this Agreement for Arena-specific commercial terms (Tournament Entry Fees, Captain Pool percentages, Season Dates, Prizes, Sports, and Captain Seat counts); the FSP Terms of Service control on any matter affecting the FSP-Participant relationship or any consumer-facing term; the FSP Platform Rules control all operational platform matters; and this Agreement controls in all other respects.
This Agreement may not be amended except by a written instrument signed by authorized representatives of both parties, except that: (a) FSP may update the FSP Platform Rules at any time in accordance with Section 2.4; and (b) FSP may update the Arena Payout Tiers at any time (changes apply to new Seasons only and do not affect in-progress Seasons). Where a Host has an active multi-Season Arena Particulars Schedule, updated Arena Payout Tiers shall apply from the first new Season commencing after the effective date of the update, and the parties shall execute a new Arena Particulars Schedule reflecting the updated tiers prior to that Season’s launch.
If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable. The remaining provisions continue in full force and effect.
This Agreement is accepted by Host through a click-wrap mechanism on the FSP Platform. By clicking “I have read and agree to the Arena Master Agreement” (the “Acceptance Button”) during the Arena onboarding flow, Host: (a) confirms that it has read this Agreement in full; (b) agrees to be legally bound by all terms of this Agreement as of the date and time of that click (the “Acceptance Timestamp”); and (c) acknowledges that its click-wrap acceptance, together with the acknowledged Arena Particulars Schedule (Schedule A), constitutes the complete and binding agreement between Host and FSP with respect to the Arena. FSP’s platform systems shall log and retain the Acceptance Timestamp, the version of this Agreement accepted, and Host’s identifying information. That log record shall constitute conclusive evidence of Host’s acceptance of this Agreement. No physical or electronic ink signature by either party is required for this Agreement to be valid and binding.
All Host-specific and Arena-specific data points are captured through the FSP Platform onboarding flow and compiled into the Arena Particulars Schedule (Schedule A to this Agreement). The Arena Particulars Schedule is generated by the FSP Platform from the information entered by Host during onboarding, references this Agreement by URL and version number, and is acknowledged by Host at the conclusion of the onboarding flow. The Arena Particulars Schedule as acknowledged by Host is incorporated into and forms part of this Agreement. In the event of any conflict between the Arena Particulars Schedule and the body of this Agreement, the body of this Agreement controls except with respect to the Arena-specific commercial terms set out in the Arena Particulars Schedule (including Tournament Entry Fees, Captain Pool percentages, Season Dates, Sports, Captain Seat counts, Prizes, and Co-Host split), for which the Arena Particulars Schedule controls.
This Agreement is for the sole benefit of FSP and Host. No Participant, Captain, Challenger, or other third party shall have any right to enforce any provision hereof, except that FSP’s right to enforce Prize fulfillment obligations on behalf of Participants is expressly preserved.
FSP may identify Host as an arena host on the FSP Platform and in FSP’s marketing materials during the Term. Neither party shall issue any press release about this Agreement without the other party’s prior written consent, except as required by applicable law.
The following international provisions apply: (a) Currency of settlement and contracting entity: The contracting FSP entity for any given Host is determined by the FSP Platform onboarding flow based on Host’s jurisdiction and is identified to Host prior to click-wrap acceptance of this Agreement. Host Revenue Share payments are made in USD or such other currency as offered by the applicable contracting entity. Where operationally required, FSP may offer settlement in currencies other than USD via Stripe or equivalent payment processors, or through FSP subsidiaries or associated entities operating in applicable jurisdictions. (b) Data Residency: FSP shall store and process personal data of Participants in a manner consistent with applicable data protection laws, including GDPR (EU), India’s DPDPA, and applicable US state privacy laws. Data residency is country-specific and FSP shall follow applicable data residency laws of each jurisdiction; (c) Withholding Tax: FSP may contract with non-US Hosts through FSP subsidiaries or associated entities in applicable jurisdictions. Cross-border withholding tax obligations, if any, shall be determined by the applicable FSP contracting entity and disclosed to Host at onboarding; (d) Jurisdiction-specific sweepstakes and prize promotion compliance: The Host and/or the Participant (as applicable) bears primary responsibility for ensuring that Golden Ticket draw mechanics comply with applicable laws in each jurisdiction in which the Arena operates, in accordance with Section 7.8. Host is responsible for ensuring that Prizes it commits are legally permissible in all relevant jurisdictions; (e) Cross-border prize logistics (shipping, duties, customs): Host bears all costs associated with cross-border prize delivery as part of its Prize fulfillment obligation.
Host may request Enterprise configuration by enabling the Enterprise flag in the applicable Arena Particulars Schedule, subject to FSP’s approval. Enterprise configuration unlocks:
Custom Tournament Entry Fee: Host may set Tournament Entry Fees below USD $100 (including corporate wellness-subsidized rates), subject to FSP approval.
Adjustable Captain Seat Count and Division Sizing: Host may configure smaller captain structures suited to corporate league sizes.
Shorter Season Cycles: Host may elect quarterly or semi-annual Season cycles.
Domain-Restricted Invitations: Host may restrict participation to invitees with specified corporate email domains.
Enterprise configuration does not modify the Arena Payout Tier structure, Prize commitment obligations, fraud management protocols, or any other material commercial terms of this Agreement, except as expressly set forth in the applicable Arena Particulars Schedule. FSP reserves the right to modify Enterprise tier requirements upon thirty (30) days’ written notice.
ACCEPTANCE
This Agreement is accepted by Host through the click-wrap mechanism described in Section 17.9. No signatures are required. Host’s click-wrap acceptance, as logged by FSP’s platform systems, together with Host’s acknowledgment of the Arena Particulars Schedule (Schedule A), constitutes the complete and binding agreement between Host and FSP.
SCHEDULE A
ARENA PARTICULARS SCHEDULE
This Arena Particulars Schedule is generated by the FSP Platform from information provided by Host during the Arena onboarding flow. It is incorporated into and forms part of the Master Arena Host Agreement (Version 5.16) between FSP and Host, available at www.futureofsports.io. Host’s acknowledgment of this Schedule at the conclusion of the onboarding flow, together with Host’s prior click-wrap acceptance of the Master Arena Host Agreement, constitutes the complete and binding agreement between the parties with respect to the Arena.
PART 1. ARENA IDENTITY
The following Arena identity particulars are captured from Host’s onboarding data and form part of this Schedule.
AP-1 Arena Name: Full name of the Arena as it will appear on the FSP Platform.
AP-2 Host Legal Name and Entity Type: Full legal name of Host entity or individual, entity type (corporation, LLC, individual, etc.), and state or jurisdiction of formation.
AP-3 Host Type: Individual Athlete / Celebrity; Entity / Brand; or Enterprise.
AP-4 Host Registered Address and Email: Host’s registered or principal address and primary contact email address for all notices under Section 17.5.
AP-5 Co-Host (if any): Full legal name and entity type of Co-Host, or “N/A”. Each Co-Host must accept and sign this same Master Arena Host Agreement as a joint Host party before Arena launch if a Co-Host is designated.
AP-6 Internal Host / Co-Host Revenue Split: Host’s percentage and Co-Host’s percentage of Host Arena Earnings (must total 100%), or “N/A” if no Co-Host. Locked upon Arena launch per Section 5.4.
AP-7 Enterprise Flag: Yes or No. If Yes, Enterprise configuration terms in Section 18 and AP-31, AP-32, AP-34, and AP-35 apply, subject to FSP approval.
PART 2. SEASON CONFIGURATION
AP-8 Season Number: Season 1, Season 2, etc. Each new Season generates a new Arena Particulars Schedule.
AP-9 Season Start Date: The date on which the Season commences (at 12:01 AM Eastern Time), as entered by Host during onboarding.
AP-10 Season End Date: The date on which the Season concludes (at 11:59 PM Eastern Time), as entered by Host during onboarding.
AP-11 Season Cycle: Duration and cadence of each Season, as configured by Host at Arena setup.
AP-12 Arena Review SLA: Standard (24 hours - single Sport, merchandise or digital prizes only) or Complex (48-72 hours - multi-Sport, experience prizes, or Co-Host configuration), as determined by the Arena configuration and confirmed by FSP at onboarding.
PART 3. SPORTS CONFIGURATION
AP-13 through AP-19 repeat for each Sport configured by Host. Each Sport is an independent economic unit. The FSP Platform captures one complete set of AP-13 through AP-19 per Sport.
AP-13 Sport Name: The name of the sport discipline as listed on the FSP Platform (e.g., Bowling, Basketball, Padel).
AP-14 Tournament Entry Fee (per Sport): The per-Participant Tournament Entry Fee for this Sport, in USD. Minimum Tournament Entry Fee as approved by FSP per the applicable Arena Particulars Schedule (or such lower amount as approved by FSP under Enterprise configuration).
AP-15 Number of Captain Seats (per Sport): The number of Captain Seats designated by Host for this Sport. Locked upon Arena launch.
AP-16 Captain Pool Percentage (per Sport): The percentage of Host Arena Earnings allocated to Captains for this Sport. Minimum 10%. Locked upon Arena launch per Section 4.4. The same percentage applies to both the Tournament Entry Fee Track and the Brand Integration Track for this Sport.
AP-17 Performance Prize Slots (per Sport): The number of top-ranked Participants by cumulative verified performance score entitled to receive the Season Prize for this Sport.
AP-18 Golden Ticket Prize Slots (per Sport): The number of Participants entitled to receive the Season Prize via the Golden Ticket draw at Season end for this Sport.
AP-19 Prize Description (per Sport): A complete description of the Season Prize for this Sport, including Prize title, full description (with logistical details, dates, and restrictions as applicable), approximate retail or experiential value in USD, Prize type (In-Person Experience / Merchandise / Digital Good / Cash, the latter only as permitted under Section 7.3.1), and whether third-party rights holder confirmation has been obtained and attached (required for experience prizes per Section 7.4).
PART 4. PAYMENT DETAILS
AP-20 Payment Method: ACH / Bank Transfer, or such other method as agreed by FSP in writing. Host Revenue Share payments are made in USD or such other currency as applicable per Section 17.13.
AP-21 Bank / Payment Account Details: Host to provide account details to FSP via secure channel prior to first payment. Not recorded in this Schedule for security purposes.
PART 5. GEO-SCAN / PHYSICAL VENUE (IF APPLICABLE)
AP-22 Physical Venue Enabled: Yes or No. If No, AP-23 through AP-25 are not applicable.
AP-23 Venue Name(s) and Address(es): Full name and street address of each designated physical venue for Geo-Scan check-in purposes.
AP-24 Localized Sponsor Pool Amount (Monthly): USD amount funded by Host or local sponsor to support Geo-Scan FSP Bucks awards at this venue per calendar month.
AP-25 Geo-Scan FSP Bucks Award per Check-In: Number of FSP Bucks awarded to a Participant per verified physical check-in at the designated venue, funded from the Sponsor Pool (AP-24).
PART 6. ENTERPRISE CONFIGURATION (IF APPLICABLE)
Applicable only where AP-7 (Enterprise Flag) is “Yes” and FSP has confirmed approval of Enterprise configuration. If AP-7 is “No”, AP-31, AP-32, AP-34, and AP-35 are not applicable.
AP-31 Custom Tournament Entry Fee (Enterprise): USD amount per Sport, approved by FSP. May be below the standard USD $100 minimum.
AP-32 Captain Seat Configuration (Enterprise): Custom Captain Seat counts and Division sizing suited to corporate league structure, as approved by FSP.
AP-34 Domain Restriction (Enterprise): Corporate email domain(s) to which Participant invitations are restricted (e.g., @company.com), or “N/A”.
AP-35 Season Cycle (Enterprise): Annual, Semi-Annual, or Quarterly, as elected by Host and approved by FSP.
PART 7. PRE-EXISTING COMMITMENTS DISCLOSURE
In accordance with Section 17.1, Host discloses all pre-existing contractual commitments entered into prior to the Effective Date that may overlap with the exclusivity obligation. If none, Host confirms “N/A” for each item below.
AP-26 Pre-Existing Commitment(s): Description of each pre-existing commitment, including counterparty name, nature of commitment, sport(s) and geography covered, and term. Host may list multiple commitments. If none, Host confirms “None”.
PART 8. HOST ACKNOWLEDGMENTS
By acknowledging this Arena Particulars Schedule at the conclusion of the FSP Platform onboarding flow, Host confirms that:
Host has read and agrees to be bound by the Master Arena Host Agreement (Version 5.16), available at www.futureofsports.io, in its entirety, as confirmed by Host’s prior click-wrap acceptance;
Host has reviewed and accepted the FSP Platform Rules, FSP Terms of Service, and Official Sweepstakes Rules (a standalone document available on the Platform);
all Prize commitments set forth in AP-19 are irrevocable as of the Arena launch date per Section 7.1;
Host has the legal right and practical ability to deliver all Prizes committed in AP-19, and all required third-party confirmations have been provided to FSP where applicable;
all information provided in this Arena Particulars Schedule is accurate and complete;
Host acknowledges the Arena Payout Tiers as the standard non-negotiable revenue structure per Section 4.2; and
Host acknowledges the exclusivity obligations set out in Section 17.1 and has disclosed all pre-existing commitments in AP-26 above.
This Arena Particulars Schedule is generated by the FSP Platform and acknowledged by Host electronically. FSP’s platform systems log the acknowledgment timestamp, Schedule version, and Host’s identifying information. No ink or DocuSign signature is required.
EXHIBIT 1
FSP PLATFORM RULES - KEY REFERENCE FOR ARENA HOSTS
The full FSP Platform Rules are available on the Platform and are incorporated by reference into this Agreement. In the event of any conflict between this summary and the full Platform Rules, the full Platform Rules govern.
1. Arena Payout Tiers
Host Arena Earnings are determined by participant count per Sport across two tracks: Tournament Entry Fee Track and Brand Integration Track. Tiers are Sport-specific and progress automatically. Tiers are standard and non-negotiable. See Section 4.2 for the full table.
2. Earnings Score and Captain Tier System
Captains are appointed by the Host. Earnings Score is Sport-specific. Captains are ranked monthly by Earnings Score within each tier. Captain Displacement occurs monthly during a live Season when a Challenger outperforms the lowest-performing Captain by Earnings Score. The Host decides how to redistribute displaced Captains’ Challengers.
3. Slashing
Arena Slashing: triggered by Geo-Scan abuse, facilitating bot activity, or Platform Rules violations. Consequences: sponsor pool freeze, de-listing for repeat violations. 10-Business-Day notice and response process. Captain Slashing and Player Slashing are platform-managed by FSP and do not require Host consent.
4. Season Flush and Annual Reset
At Flush: all Captain tiers reset to Bronze (with tier recalculation at end of first month of new Season); Earnings Score values reset; Captains automatically carry over to new Season subject to Host Season Launch review; Challenger networks carry over attached to Captain Seats; 180-day inactive FSP Bucks balances zeroed. The following survive the Flush unchanged: Challenger standing; Arena and Sport configurations; Golden Ticket balances; Captain Seat assignments (subject to Host Season Launch review). See Section 10.4 for full mechanics.
5. Official Sweepstakes Rules ( Where applicable)
No purchase necessary. AMOE mail-in entry available. Void where prohibited. Open to US residents 18+ (or age of majority). Winner selected by certified RNG. KYC and background check required for in-person experiences. The Host and/or the Participant (as applicable) bears primary responsibility for sweepstakes compliance per Section 7.8; FSP provides technical facilitation services where applicable.Prizes awarded through the Golden Ticket draw are non-cash prizes only (such as experiences, access, and merchandise) and are non-transferable and may not be exchanged for cash by the winner, and may include the chance to play in the Finals. No cash prize is awarded through the Golden Ticket draw.
6. Data Revenue
Data licensing revenue (Skeletal Interaction Minutes, Data Warehouse API) flows and belongs exclusively to FSP. Hosts, Captains, and Challengers have no claim to any data revenue.
- END OF MASTER ARENA HOST AGREEMENT -
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