US Open of Football Tournament Official Rules

The US Open of Football Tournament is governed by these Official Rules and is subject to all applicable federal, state, and local laws.

1. Eligibility: The US Open of Football Tournament (the “Tournament”) is open only to legal United States residents of the United States and jurisdictions where permitted by law who are natural persons age 18 or older as of the first day of Tournament play. If you are not yet 18 years old but will turn 18 prior to the first day of Tournament play, parental or guardian consent is required for all Tournament Rules and forms. Void in Maryland, Nebraska, and North Dakota and where prohibited. Proof of residency and age may be required. To participate in the Tournament or receive a prize, you must fully comply with the Official Rules and, by entering, Registrant represents and warrants that Registrant agrees to be bound by these Official Rules and the decisions of the League, whose decisions shall be binding and final in all respects relating to the Tournament. Acceptance into the League is subject to League’s discretion. Active collegiate football athletes are prohibited from being included on an at large (Challenger) team roster. The League bears no responsibility for any participant who jeopardizes or loses league or NCAA eligibility, or breaches a professional athletic contract in football or any other sport, due to participation in the League or the Tournament. All high school and college players are encouraged to check with their coaches and/or athletic directors before participating in the Tournament and the potential effects on their eligibility. All athletes with professional experience in any sport are encouraged to check with their agents, attorneys, teams or leagues before participating in the Tournament and the potential effects on their professional standing. Event organizers are not responsible for determining a particular athlete’s eligibility under National Collegiate Athletic Association or applicable high school association rules.

2. League: AFFL Associates, LLC, 1350 Avenue of the Americas, Suite 2010, New York, NY 10019.

3. Timing/Dates: The Tournament will run from approximately March 1, 2018 to July 31, 2018 and will consist of head-to-head, single elimination games, including an Ultimate Finals played against a team comprised of professional, former professional and/or elite athletes of the League’s choosing. The League reserves all rights to determine the Ultimate Final team by conducting a separate Pro’s bracket or assembling a team on its own. Deadline for team entries is March 1, 2018.

4. How to sign up/enter: Registration is on a team basis. Potential participants must complete a profile and register (“Registrant”) as part of a seven (7) to twelve (12)-person team at http://americanflag.football/ (the “Website”). Registrants may sign up for one team only. Any person not listed on an initial roster, or who does not complete the profile and/or the registration process is ineligible for the Tournament. Prior to the first game, the League will post a list of rosters identifying the eligible players. The League reserves the right to reject any Team Name for any reason in its sole discretion.

Teams must designate a Captain who shall be the contact person for league communications and notices as well as being responsible for interacting with the league on behalf of the team.

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Teams are responsible for having a roster that includes sufficient reserve players in case of injury and/or player drop outs. Any players not listed on a team’s initial roster shall be ineligible unless the Team Captain makes a special application to the League for a roster addition. All requested roster additions shall be allowed only upon good cause and in the sole discretion of the League. Fees are $99 per player plus a $99 registration fee (minimum $792 per team) and include all league expenses, including site and officiating fees. Participants will also be required to purchase a league jersey (approximate cost $40) and wear the jersey and approved League equipment, including flags, at all League events. Participants are responsible for all travel and travel-related expenses, which will not be reimbursed by the League. Payment in full of all player fees is due upon registration of that player. Rosters lock for the first round shall be on March 1, 2018. Team Registration fees are non- refundable. All player fees are refundable until January 15th, 2018 and thereafter are absolutely non-refundable. The League may, in its sole discretion, provide partial or full travel reimbursements in amounts to be determined for the final eight teams.

Coaches can participate for no fee and there is no limit to how many coaches a team can have. However, in order to participate and be eligible for a prize, coaches will need to fill out all the same documentation as players.

If a captain wishes to reserve a spot for his team but does not yet have a full roster, the captain may reserve a team spot in the brackets by paying the $99 NON-REFUNDABLE Registration Fee in addition to his or her $99 player fee. As the Registration Fee is non- refundable, the Captain must submit a proper roster by the team entry deadline or else the team will not be scheduled for any games and the Registration Fee will be lost.

5. Registrant seeks to become a participant (“Participant”) in the Tournament, which is currently intended, but is not guaranteed, to be produced for livestream and display on the Internet and broadcast on a television network (such livestream provider and television network, collectively, the “Network”). Potential participant has read, understood, consented to, and agrees to be bound by the “Game Rules” as set forth on the Website. By registering, Registrant represents that he or she has truthfully and accurately completed and submitted its profile (“Profile”) on the Website to be considered by League. In consideration of and as inducement to League’s consideration of registrant as a participant in the Tournament, registrant confirms the accuracy of the Profile, including participant age and health limitations, and the representations, warranties, disclosures, covenants and agreements described below. Registrant understands that if any disclosure, representation or warranty is false or if Registrant breaches any covenant or agreement made in these Official Rules or any other agreement or releases in connection with the Tournament, in addition to the right to enforce such covenant, agreement or release, League may reject my registrant’s application or disqualify registrant from participating in the Tournament and/or disqualify registrant, in its sole discretion, from receiving any prize or other award. Every player must bring to each game acceptable documentation to verify their ID, age and eligibility. If a player’s eligibility is challenged, the player must produce appropriate documentation including photo identification to the referee or league official. Failure to do so may result in disqualification of the player in the sole discretion of the referee or tournament official. Subsequent discovery of a team’s use of an ineligible player, or player who made misrepresentations when completing the Profile, may, in the absolute discretion of the League, result in the

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disqualification of that player’s team and reinstatement of a team or teams that lost to the team using the disqualified player.

Registrant acknowledges that participation in the Tournament is a highly strenuous physical competition. Because of the nature of the playing flag football, Registrant acknowledges that Registrant could experience, injuries and/or medical conditions, including, but not limited to, dehydration, exhaustion, potential broken limbs, heart attacks, concussions or other brain injuries, torn ligaments, muscles, or other injuries that may result in a period of incapacitation and/or inability to participate in more normal work and like activities or be able to compete in subsequent athletic competitions. Registrant voluntarily agrees to participate in the Tournament and assumes any and all risk associated with such participation.

6. Participant / Team selection: Entries will be on a first-come, first served basis per region and will be closed when the available bracket spots are filled. The League reserves the right to decline an entry application at its sole discretion if it deems the proposed team not to be competitive with other teams or if there would be higher-than-normal risk of injury or health consequences to players on the proposed team. The League may require the removal of a Participant from further competition based on any objective, good faith reason. Any person designated as a coach shall not be allowed to enter a game as a player. Registrant must execute a publicity release and medical/lability release in order to be an eligible Participant. Participant shall not commit nor have been convicted of any act which constitutes a felony or misdemeanor in any jurisdiction nor commit any other act which adversely affects (A) his or her public image and/or ability to participate in and in connection with the Tournament, or (B) the League’s or the Tournament’s reputation or public image. Complete adherence to this paragraph is of the essence of this Agreement and any breach hereof may cause, at League’s sole discretion, disqualification from the Tournament, with no further obligation of any kind or nature to Participant.

7. FREE AGENCY: Teams that remain in the Tournament can add players from eliminated teams or players who were cut by their teams through the following Free Agent process. The League will post a list of Free Agents on its website consisting of players from eliminated teams or player who were cut by their teams. A team may not add a player from a team that it has previously played in the Tournament. If a team elects to add a player from this pool and already has 12 players already on its roster, it must remove (cut) one member from its roster. Any player who is cut from his team will be placed in the free agent pool. The team Captain is the only one eligible to make a Free Agent transaction through the roster management tool on the League’s website. The team Captain is fully responsible for how to handle prize payments to Free Agents and cut players. Free Agents can only be picked up during designated Free Agency Periods which will start 24 hours after the rounds of 512, 128, 32, 16, 8, 4, 2 and 1 of the tournament have been completed and ends 24 hours before the next round is scheduled to begin. Notifications of the start of the period will be sent to team Captains. The League retains discretion when to commence the first Free Agency Period. Teams may only pick up one player per Free Agent period but there are no limits to how many players they can pick up throughout the tournament. The League will notify players who are claimed as Free Agents, and such players will have the right to decline to play for any team that makes a claim. In the event a player is claimed by more than one

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team, the player shall have the right to select which team to join or to join no team at all. However, in cases of injuries, hardship or extenuating circumstances, a Captain may write to the League at its designated e-mail address and request an exception so that it may add additional players to its roster. The League retains full and sole discretion to decide in determining the response to such requests. Coaches can be added during any Free Agent period without restrictions.

During the registration period, individual players not affiliated with a team who wish to participate can sign up on the Website by paying the $99 player fee. The League will place these players in a pool for teams looking for addition players to add to their teams. If not selected by a team, the player fee will be fully refunded but the player will not be eligible to participate in the Tournament and future Free Agent periods.

8. The Game Rules are set forth on the Website at www.americanflag.football, and are hereby incorporated into this agreement. Games will be officiated by one or more league-sanctioned officials whose on-field decisions are final and binding in all respects. All Participants must exercise good sportsmanship and refrain from obscene, abusive, offensive conduct as determined by the League in its sole discretion. Excessive arguing, physical contact, threatening of violence or other harassment directed towards a referee, opposing player or coach or any League official shall be grounds for disqualification from further participation in the Tournament. The League reserves the right to change the Game Rules at any time, including but not limited to changes in the amount of time in a game, the amount of time to run a play (play clock) and allowable formations. Changes to the Rules will become official and binding at the time posted to on the Website.

9. Rounds/winner determinations:

The Tournament will consist of the following games:

The League will schedule head-to-head match ups at a location determined by League. The League will attempt to schedule games in locations reasonably convenient to participating teams, but long-distance travel may be required, particularly as the number of teams is reduced through the elimination process. The League retains full and sole discretion to determine the initial brackets and first-round match-ups, including placement of Teams in any region it deems appropriate. Failure of a team to appear at the playing facility at the listed starting time of the game with the minimum number of players shall result, in the discretion of the referee, in a 7-0 forfeit. Rounds are as follows:

Tournament Format: Single-elimination format designed to produce 256 teams advancing past the Preliminary Stage. In order to effectively manage the Tournament, the League reserves the right in its sole discretion to grant teams one bye to the next round or to require teams to play one extra qualifying game. In case there are more than 256 teams remaining after the last games of the Preliminary Stage, the League, in its sole discretion, may order an additional play-in game or, if an additional play-in game is not logistically or reasonably feasible, it may invoke the following tie-breaking procedures among the tied teams: first tie breaker is head-to-head results among the tied teams, second tie-breaker is average point differential per game; third tie-breaker is fewest points allowed per game. After the

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Preliminary Stage, the single-elimination format will continue, eliminating half the teams in each round, so that there will be a Round of 128, Round of 64, Round of 32 and then a Final Sixteen. Throughout the entire Tournament, the League shall have full discretion to set the location and starting time of all games. To be clear, the Tournament will conclude as follows:

Sweet Sixteen: 16 teams playing in one head-to-head game resulting in 8 eligible at large (“Challenger”) teams; Quarter Finals 8 teams playing in one head-to-head game each resulting in 4 eligible teams; Semi Finals: 4 teams playing in one head-to-head game each resulting in 2 eligible teams; Challenger Finals: 2 eligible teams play for Championship; Ultimate Final: Challengers (At Large) Finals Champion to play a team to be selected by the League that may include players of any ability or skill level, including professional athletes.

10. Prizes: Prizes to eligible winning teams are as follows:

It will be up to the Team Captain to determine distribution of prize money among his teammates by providing percentages totaling 100%. Upon elimination from the Tournament, each Captain of a team that is entitled to prize money will be provided with a prize distribution form and asked to complete it by stating the percentage of prize money to be paid to each current or former team member. Payment of $600 or more to any one person will require a social security number and issuance of a 1099 form. Registrants hereby agree that they are not entitled to receive any prize money until thirty (30) days after the later of the following: (a) the date of the last game played of the Tournament or (b) the date on which the League receives a properly completed prize distribution form from his team captain. Registrants further agree that the Team Captain has full discretion to determine that Registrant’s percentage of the Team’s winning. Notwithstanding the foregoing, the League reserves the right to withhold payment of prize money if, in the League’s sole discretion, the proposed distribution percentages appear unfair or suspicious.

After his or her Team has been eliminated, the Team Captain will provide the League with a breakdown of prize amounts (by percentage) and addresses and e-mail addresses for his or her team’s players to receive the prizes. In case of discrepancy between the address provided by the Captain and by the Participant at the time of Registration, the League reserves the right to withhold a prize until the proper address can be confirmed. However, Registrants agree that the Team Captain has the authority to provide their address after elimination and will not hold the League responsible for an incorrect address provided by the Captain.

Advancing past Preliminary Stage: Up to 256 prizes of Return of Total Entry Fee Reaching Round of 64: Up to 64 prizes of $5,000 Reaching Final Sixteen Round: 16 prizes of $10,000 Quarterfinals winning team: 4 prizes of $25,000 Semifinals winning team: 2 prizes of $25,000 Challengers (At Large) Finals winner: one prize of $50,000

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Ultimate Finals winning team: One prize of $1,000,000.

No more than the stated number of prizes will be awarded. All federal, state, and local tax liabilities, as well as any other costs and expenses not specified herein as being awarded are the sole responsibility of the Winner(s). Winner(s) may be required to complete and return an IRS W-9 form (i.e., Request for Taxpayer Identification Number and Certification). Prize will be awarded only if the potential winner(s) fully comply with these Official Rules.

11. Grant of Rights/Rights of Publicity/ Waiver of Liability: As consideration for being considered to play in the Tournament, Registrants will be required to complete the League’s Participation Agreement and Release form on the Website when it becomes available with no exceptions. Failure to complete this form may result in a denial of eligibility to participate in the Tournament.

All Registrants hereby grant the League the right to sell jerseys with the uniform number, team name and/or player’s name in exchange for two percent (2%) of the wholesale revenue attributable to any jersey sold containing that player’s name and number.

12. Entry conditions and releases and indemnity: Each Participant agrees to: (a) comply with and be bound by these Official Rules and the decisions of League and game officials which are binding and final in all matters relating to the Tournament; (b) defend, indemnify, release and hold harmless the League and its parents, subsidiary, and affiliated companies, and any other person and organization responsible for or involved in conducting, operating, fulfilling, administering, advertising or promoting the Tournament, and their respective subsidiaries, affiliates, divisions, partners, representatives, agents, successors, assigns, employees, officers and directors, both past and present, (collectively, the “Released Parties”) from and against any and all claims, expenses, and liability, including but not limited to negligence and damages of any kind to persons and property, including but not limited to physical or other injury or invasion of privacy (under appropriation, intrusion, public disclosure of private facts, false light in the public eye or other legal theory), defamation, slander, libel, violation of right of publicity, infringement of trademark, copyright or other intellectual property rights, property damage, or death or personal injury arising out of or relating to a participant’s participation in, attendance, at a Tournament (including any travel or activity related thereto) the sharing of any prize by the team and/or the broadcast, exploitation or use of Tournament or Tournament-related activity. The foregoing obligations of defense and indemnity extend to the facilities hosting the games. Winners acknowledge that all prizes are awarded will be to the respective team captains on as-is without warranty of any kind.

By registering as a potential Participant, each Participant expressly consents to League, its agents and/or representatives, storing, sharing and using the personal information submitted in accordance with League’s privacy policy available at: http://americanflag.football/privacy- policy/

13. General Conditions: Released Parties shall not have any obligation or responsibility, including any responsibility to award any prize to Participants, with regard to: (a) events that do not comply with or violate the Official Rules; (b) notifications that are lost, late,

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incomplete, illegible, unintelligible, or otherwise not received by the intended recipient, in whole or in part, due to computer, human or technical error of any kind; (c) Participants who have committed fraud or deception in entering or participating in the Tournament or claiming the prize; (d) telephone, electronic, hardware, software, network, Internet or computer malfunctions, failures or difficulties; (e) any inability of the winner to accept the prize for any reason; (f) if a game cannot be conducted or a prize cannot be awarded due to delays or interruptions due to Acts of God, natural disasters, terrorism, weather, scheduling or any other similar event beyond League’s reasonable control; or (g) any damages, injuries or losses of any kind caused by participating in any tournament or resulting from awarding, acceptance, possession, use, misuse, loss or misdirection of any prize or resulting from participating in the tournament or any tournament-related activities. League reserves the right, in its sole discretion, to disqualify any individual or team it finds to be (a) tampering with the entry process or the operation of the Tournament, or with any Website promoting the Tournament; (b) acting in violation of the Official Rules; or (c) entering or attempting to enter the Tournament multiple times through the use of multiple accounts. Participants agree to hold League harmless for any claims that the Captain: (a) failed to properly distribute the prize money; (b) failed to include any particular Participant in the distribution of prize money; or (c) distributes a percentage to a Participant that a Participant believes is too small or unfair.

If League determines, in its sole discretion, that technical difficulties or unforeseen events compromise the integrity or viability of the Tournament, League reserves the right to void the entries at issue, and/or terminate the relevant portion of the Tournament including the entire Tournament, and/or modify the Tournament No more than the stated number of each prizes will be awarded.

In the event that weather, facility damage, force majeure or any unforeseen circumstance prevents a game from being played, the League will have full discretion to reschedule the game or provide a skill-based mechanism to determine which team will advance to the next round.

14. Dispute Resolution and Arbitration: Except where prohibited by law, as a condition of participating in this Tournament, all Participant agrees that (1) any and all disputes and causes of action arising out of or connected with this Tournament, including but not limited to any game-related issue or prize awarded, SHALL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION, and exclusively by the Commissioner of the League. In the event that a final decision of the Commissioner is objected to, the party seeking redress shall be limited to final and binding arbitration under the rules of the American Arbitration Association to be held at a mutually convenient JAMS regional office; (2) the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings at such arbitration; and (3) judgment upon such arbitration award may be entered in any court having jurisdiction. Under no circumstances will either side be permitted to obtain awards for, and both sides hereby waive all rights to claim, punitive, incidental or consequential damages, or any other damages, including attorneys' fees, other than Participant's actual out-of-pocket expenses (i.e., costs associated with participating in this Tournament), and Participant further waives all rights to have damages multiplied or increased. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR

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EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of the Participant and League in connection with the Tournament, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules (whether of the State of New York or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of New York.

15. League Results will be displayed at http://americanflag.football

For questions, send an email to [email protected]

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