TRADEIFY HOLDINGS CORP.

By participating in the Contest, all participants (“You”, “Your” and “Participant”) agree to each andall   of   these   “Terms   and   Conditions”   and   all   decisions   of   the   Sponsor,   including   without   anylimitation, decisions regarding eligibility, disqualification, winners, prize fulfillment and forfeiture,and interpretation of these Terms and Conditions, which are final and binding in all respects.
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• ‍1. ELIGIBILITY:
  The Contest is open to legal residents of all fifty states of the United States of America, its territories and possessions,   and   countries   supported   by   Tradeify  (for   a   list   of   restricted   countries,   please   see: https: //help.tradeify.co/en/articles/10495888-rules-restricted-countries) who are the greater of: (a) eighteen (18) years old, and (b) the age of majority in Participant’s respective state or province/territory (the “Eligible Age”), and who are not subject to any sanctions administered or imposed by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the European Union, HM Treasury, the United Nations Security Council, or any other government entity or regulatory authority which has jurisdiction over the Participant. Employees, directors, agents, and officers of the Sponsor and its affiliated companies, and all service  agencies  involved  with  the  Contest,  and  members  of  the  immediate  family  (including  without limitation spouse, parent, child, sibling and their respective spouse) and household (whether related or not related) of each such person are not  eligible  to participate in the Contest.  For the avoidance of doubt, “Affiliates” may participate in the Contest, subject to the same Terms and Conditions as other Participants. “Affiliates” are influencers, content creators and other similar public trading figures hired by Sponsor to promote its services and/or the Contest, participate in the Contest and livestream coverage thereof and/or coach or mentor other Participants.   Each Participant is subject to verification by the Sponsor, including without  limitation,  to  the  verification  of  Your  legal  first  and  last  name,  age,  residence  and  any  other eligibility criteria deemed necessary by the Sponsor, in its sole and absolute discretion, and in the manner or form deemed necessary by the Sponsor, in its sole and absolute discretion.  Failure of You to provide the requested and required proof of eligibility, in the manner and form and within the time period required by the Sponsor, may result in a finding of determination of ineligibility of You in the Contest by the Sponsor, in its sole and absolute discretion.
  
  The Contest is not offered to You, and You are not eligible to win if You are a resident of a jurisdiction where the promotion of this Contest by the Sponsor or participation in the Contest by You violates any laws, rules, regulations, or ordinances.  Sponsor reserves the right to disqualify any Participant if it is demonstrated on reasonable grounds, as determined in the sole and absolute discretion of the Sponsor, that the Participant’s participation in the Contest or receipt of prize (A) would violate any laws, regulations, rules, or ordinances; (B) would violate the Terms and Conditions; or (C) would or may damage the reputation of the Sponsor, any Participant, and/or any other individual or entity. Sponsor also reserves the right, at any time and in its sole and absolute discretion, to disqualify and/or deem ineligible to participate in this Contest, any Participant who Sponsor believes to be: (D) tampering with the entry process or the operation of the Contest or any related website; (E) acting in violation of these Official Rules or Sponsor’s Privacy Policy or other terms, conditions or guidelines; (F) acting in bad faith or a disruptive manner; (G) disrupting or undermining the legitimate operation of the Contest; or (H) annoying, abusing, threatening or harassing any other Participant, or any  other  person  associated  with  or  not  associated  with  the  Contest.  Sponsor  reserves  all  rights  and remedies to seek redress, including damages and other remedies, from any such person to the fullest extent permitted by law.
  
  Each Participant is limited to one (1) entry per person and e-mail address. Multiple entries by the same Participant are prohibited. Any Participant who submits multiple entries or is found to control, in whole or part, more than one (1) Contest Account shall be disqualified from the Contest and shall be ineligible to participate in or receive any payout prize.  For purposes hereof, “Contest Account” refers to a Stage 1 Contest Account and Stage 2 Contest Account (each as defined below), as applicable.
  
  If a Participant is disqualified from the Contest, whether before, during or after conclusion of the Contest, that Participant shall not be entitled to participate in or receive any payout prizes. You understand, acknowledge, and agree that a disqualification of any Participant shall not affect, change or modify the final rankings in the Contest and will not result in payout prizes being awarded to any alternate Participant, including without limitation, any Participant with a lower, similar or higher final ranking than the Participant who is disqualified.  You understand, acknowledge, and agree that all determinations and decisions made by the Sponsor, in its sole and absolute discretion, regarding eligibility, violation of these Terms and Conditions, disqualification, rankings, and payout prizes are final and are not subject to any request for reconsideration, review or appeal by You.
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• 2. THE CONTEST PERIOD:
  The Contest consists of two stages, as further described below, which are intended to begin and end on the following dates (the “Contest Period”):
  
  • Stage 1 “Knockout Round”: November 2, 2025 through November 14, 2025
  • Stage 2 “LIVE Grand Finals”: November 30, 2025 through December 12, 2025
• 3. TO PARTICIPATE:
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  ‍Stage 1 Participants
  To participate in Stage 1 of the Contest, you must complete each of the following activities (each a “Pre-Contest Period Activity”) prior to the beginning of the Contest Period:
  
  • Visit https://tradeify.co/grandcup and either 1) login with your existing Tradeify user account credentials or 2) create a new Contest profile including email address verification and submission of your first name, last name, and state/country of residency. All participants will create a Contest user profile including an Alias which will be visible on the competition leaderboards. For security purposes, Participants should NOT use a user ID associated with any live trading account in their Contest profile.
  • Follow the on-screen instructions to create a new simulated trading account to be used for the Contest (the “Stage 1 Contest Account”).  Participants who have an existing Evaluation or Sim Funded account with Tradeify may establish a Stage 1 Contest Account for no additional charge; new users will be charged $35.00 to establish a Stage 1 Contest Account.  All Stage 1 Contest Accounts are governed by the following terms:

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  • The Contest Account will allow Participants to simulate the trading of any products and asset classes made available for simulated trading via Tradeify, in its sole discretion. ACCOUNT FUNDS PROVIDED AND TRADED ARE NOT ACTUAL CASH OR EXCHANGEABLE FOR CASH. PARTICIPANTS WILL NOT RECEIVE ANY TRADING OR OTHER PROFITS GENERATED BY TRADES IN THE CONTEST OR EARNED IN CASH (EXCEPT AS PROVIDED HEREIN FOR PAYOUTS DURING STAGE 2 OF THE CONTEST).

• Stage 2 Participants:
  
  • Stage 2 of the Contest is a private, invitation-only live trading competition, which will be offered by Tradeify to the top 200 finishers (“Qualifying Participants”) from Stage 1, subject to their compliance with these Terms and Conditions.  
  • Qualifying Participants will be required to enter into a Funded Trader Agreement to create a new live trading account (the “Stage 2 Contest Account”) as a condition of their continued participation in Stage 2 of the Contest.  Qualifying Participants must return their completed Funded Trader Agreement (the terms of which are deemed to be incorporated by reference in their entirety into these Terms and Conditions) to Tradeify prior to the commencement of Stage 2 of the Contest (i.e., no later than 5:00 p.m. Eastern Standard Time on November 29, 2025).  Qualifying Participants who do not return their completed Funded Trader Agreement, in the form provided by Tradeify, by this deadline will not be eligible to participate in Stage 2 of the Contest and will be awarded a prize at the 200^th place finisher level, provided such Qualifying Participant is otherwise in compliance with these Terms and Conditions.  
  • Performance achieved during Stage 1 of the Contest will be reset and all Stage 2 Contest Accounts will be governed by the following terms:

• For the avoidance of doubt, the performance of a Participant’s Contest Account and the Participant’s progress in the Contest will not be affected by any other evaluations, Simulated Funded Accounts, live funded accounts or any other similar accounts or products purchased by Participant from Tradeify or NinjaTrader.  Participant’s Contest results will be determined solely based on the performance of Participant’s Contest Account.

‍4. REQUIREMENTS:
‍Please see the privacy policy located at https://tradeify.co/privacy-policy for details of Sponsor's policy regarding the use of personal information collected in connection with this Contest. By accessing the website for the Sponsor, registering for and/or participating in the Contest, you affirmatively agree and consent to the collection, processing and limited sharing of Your personal information in accordance with our Privacy Policy and to the receipt of communications and requests from the Sponsor. If you do not consent to the collection and sharing of personal information or receipt of such communications, you may submit an opt-out request to support @tradeify.co at any time; opting out will result in the automatic withdrawal from the Contest and forfeiture of any prizes. If You are selected as a winner of the Contest, You consent and agree that Your information may also be included in a publicly available winner’s list. Any registrations that do not comply with these Terms and Conditions will not be eligible to win a prize. Sponsor reserves the right to disqualify any Contest entries that it finds unlawful, or in violation of these Terms and Conditions, at the Sponsor’s sole and absolute discretion.

‍During Stage 1 of the Contest, for the period between the commencement of Stage 1 (Sunday, November 2 at 6:00 p.m. Eastern Standard Time) and Sunday, November 9 at 12:00 a.m. Eastern Standard Time, a Participant may purchase up to three (3) resets for $35.00 each, which will restore their Stage 1 Contest Account to its opening state (i.e., $50,000 simulated balance, $0 profits/losses, $2,000 Trailing Max Drawdown Limit).  Thereafter, no further resets are available during the Contest Period. Except for permitted resets as described above, Participants who (i) during Stage 1, exceed the Trailing Max Drawdown Limit, or (ii) during either Stage 1 or Stage 2, completely deplete their Contest Account balance in connection with simulated (Stage 1) or live (Stage 2) trading will not receive additional funds. Please be aware that neither (i) the simulated account balance nor any simulated profits thereon in the Stage 1 Contest Account, nor (ii) the opening account balance in the Stage 2 Contest Account can be withdrawn or redeemed, and are intended solely for the purpose of facilitating the Contest. Profits and losses (both simulated, in Stage 1, and actual, in Stage 2) will be calculated as described in Tradeify’s Funded Trader Agreement made available at https://tradeify.co/funded-trader-agreement for all Participants. Those who do not follow all the instructions above, provide the required information in their enrollment form, or abide by these Terms and Conditions (or other instructions of the Sponsor), each as determined by the Sponsor in its sole discretion, may be disqualified.

By participating, Participants grant to Sponsor a perpetual, non-exclusive, irrevocable, fully paid, universal license to use, copy, sublicense, transmit, distribute, publish, edit, delete, display, create derivative works of, and otherwise exploit Participant’s name, likeness, voice, quotes, comments, biographical information together with other materials, in each case edited or altered as Sponsor sees fit, in any manner, in any media now known or hereafter devised, without compensation for the purposes of managing, operating, further developing and promoting the Sponsor’s services, the Contest and the results thereof. Strictly to the extent permitted by applicable law, Participants hereby waive any moral rights they may have in and to their entries. By participating, each Participant agrees that their participation is gratuitous and made without restriction, and will not place Sponsor under any obligation, and that Sponsor is free to disclose the ideas contained in the Participant’s trading activity on a non-confidential basis to anyone or otherwise use the ideas without any additional compensation to the Participant. Each Participant acknowledges that, by acceptance of their submission, Sponsor does not waive any right to use similar or related ideas previously known to Sponsor, or developed by its employees, or obtained from sources other than Participant

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‍5. WINNER SELECTION:
Stage 1 of the Contest will operate in an elimination format, with Participants being eliminated on a set schedule based on the simulated profits generated in their Stage 1 Contest Accounts, as follows:

• Beginning in Week 2 (i.e., from November 9 through November 13), the Sponsor will eliminate the bottom 30% of remaining Participants at the end of each day (5:59 p.m. Eastern Standard Time)
• At the end of Stage 1 (November 14 at 5:59 p.m. Eastern Standard Time), Sponsor will determine the final simulated profits for the remaining Participants.  
• The two-hundred (200) remaining Participants with the next highest simulated profits (i.e., finishers 201 – 400) will be eligible to receive a prize as described herein based on their respective performance rankings.  Any ties will be addressed as described in “Prize Details” below.
• The two-hundred (200) remaining Participants with the highest simulated profits (i.e., finishers 1 – 200) will be the Qualifying Participants invited to participate in Stage 2 of the Contest.  
  
  • In the event that two or more Participants tie for the 200^th finisher in Stage 1 of the Contest, then all of the tied participants will be invited to participate in Stage 2 of the Contest.
• Qualifying Participants who participate in Stage 2 of the Contest will be eligible to receive payouts of 80% the profits generated in their Stage 2 Contest Account, pursuant to the terms of the Funded Trader Agreement between the Qualifying Participant and Tradeify, after the end of the Contest Period, and will be eligible for additional prizes as described herein based on their respective performance rankings at the conclusion of Stage 2 (which will commence on November 30 at 6:00 p.m. Eastern Standard Time and conclude on December 12 at 5:59 p.m. Eastern Standard Time).

• 6. PRIZE DETAILS:
  Subject to compliance with these Terms and Conditions (including, where applicable, the Funded Trader Agreement between a Qualifying Participant and Tradeify), including the disqualification and forfeiture provisions hereof, all Qualifying Participants in Stage 2 of the Contest, as well as finishers ranked from 201 to 400 in Stage 1 of the Contest, are eligible to receive cash prizes, based on the following prize schedule.‍

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• ‍To the extent that more than 200 Qualifying Participants are invited to participate in Stage 2 of the Contest, due to a tie, then any eligible Qualifying Participants ranked 201st or below at the end of Stage 2 will also be eligible to receive a prize at this level.

1. As an example, in the event of a three-way tie for 5^th place, Sponsor will (a) combine the prize amounts for 5^th, 6^th and 7^th places ($45,000 + $35,000 + $28,000 = $108,000), (b) divide the combined prize amount equally between the three tied participants ($108,000 ¸ 3 = $36,000 each) and award each the tied rank of 5^th place, and (c) eliminate 6^th and 7^th place and recommence by awarding 8^th place to the next highest ranked finisher.
   
   Notwithstanding the foregoing, in the event of a tie for, or inclusive of, 400^th place in Stage 1 of the Contest, the prize for 400^th place will be evenly divided among the tied Participants, and no additional amounts will be added to the prize total in the event that more than 400 Participants are entitled to receive a prize as the result of such a tie.
   
   Winning Participants may choose to have cash prizes transferred to an existing Tradeify live trading account held with NinjaTrader Clearing, LLC (“NinjaTrader”), if applicable, or receive a cash payout via wire transfer or other payment system agreed between Tradeify and the Participant. All prize payments in the Contest will be drawn on a U.S. bank and payable in U.S. Dollars. Each winning Participant will be solely responsible for currency conversion costs due to exchange rates and solely bear any risk of valuation exposure due to changes in foreign exchange values.
   
   ‍Limit one (1) prize per person. Prizes are non-transferable and no substitution of prize is offered except at the sole discretion of the Sponsor. If a prize, or any portion thereof, cannot be awarded for any reason, Sponsor reserves the right to substitute prize with another prize of equal or greater value. Winners will be solely responsible for all federal, state, provincial, territorial, and/or local taxes, and for any other fees or costs associated with the prize they receive, regardless of whether it, in whole or in part, is used. Winners will be solely responsible for complying with any tax reporting and payment obligations.
   
   ‍Taxes on Prizes. Prizes or awards, including the fair market value of goods and services Participants may receive, as well as any payouts to a Qualifying Participant from their Stage 2 Contest Accounts, are generally subject to U.S. federal income tax.
   
   For Participants who are citizens or legal residents of the U.S., no tax withholding on prizes or payouts will be withheld, but the winner must provide the Sponsor with a valid social security number or tax identification number and a completed IRS Form W-9 before any prize will be awarded; citizens and legal residents of the U.S. will receive a Form 1099-MISC for income tax purposes from the Sponsor.
   
   For Participants who are nonresidents of the U.S., IRS regulations require that nonresidents who are receiving a prize or award are subject to 30% federal withholding on the payment. Generally, tax treaty provisions are not available to exempt a prize or award from the thirty percent (30%) tax withholding. Similar requirements would apply to payouts taken from a Stage 2 Contest Account.  Accordingly, Participants who are nonresidents of the U.S. must provide the Sponsor with a completed IRS Form W-8BEN, and any other IRS forms or tax related documents as may be requested by the Sponsor, before a prize will be awarded or any payouts from a Stage 2 Contest Account will be made; nonresidents of the U.S. will receive a Form 1042-S from the Sponsor.
   
   Sponsor may pay prize winners in U.S. Dollars or equivalent in local currency calculated at an exchange rate which Sponsor determines to be reasonable, before any applicable taxes are deducted. Prize winners, whether foreign or domestic, are responsible for all applicable taxes and shall hold Sponsor free, harmless and indemnified with respect to payment of all applicable taxes associated with receipt or payment of prizes. The Sponsor does not provide tax or legal advice, and each Participant should consult with their own independent tax and legal professionals to discuss individual tax obligations. You acknowledge that You are not relying upon any information or advice from the Sponsor.
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2. 7. GENERAL TERMS AND CONDITIONS:
   ‍These Contest Terms and Conditions supplement the Terms of Use for Tradeify Holdings Corp. and Funded Trader Agreement made available by Tradeify at https://tradeify.co/ from time to time with respect to the Contest, and such Terms of Use and Funded Trader Agreement are hereby incorporated by reference to the extent not inconsistent with these Contest Terms and Conditions. In the event of an inconsistency between these Contest Terms and Conditions and the general Terms of Use and Funded Trader Agreement, these Contest Terms and Conditions shall govern with respect to the subject matter hereof, and the Terms of Use and Funded Trader Agreement shall be deemed amended to the extent of such inconsistency with respect to the Contest Accounts.
   
   Sponsor is not responsible for incorrect or inaccurate entry information, whether caused by Internet users or by any of the equipment or programming associated with or utilized in the Contest or by any technical or human error which may occur in the processing of the registrations or actual or simulated trades. Sponsor is not responsible for computer system, phone line, hardware, software or program malfunctions, or other errors, failures or delays in computer transmissions or network connections that are human or technical in nature. Sponsor reserves the right to disqualify any Participant who tampers with the registration and/or trading process, or any other element of the Contest or any other Participant, as determined by the Sponsor in its sole and absolute discretion. Participants may not register with multiple email addresses nor may Participants use any other device or artifice to register multiple times or as multiple Participants. Any Participant who participates or attempts to participate in the Contest by or with multiple email addresses, under multiple identities, or uses any device or artifice to register multiple times will be disqualified and forfeits all prizes won. Sponsor reserves the right to cancel or suspend this Contest should fraud, virus, bugs, or other causes beyond the control of Sponsor corrupt the administration, security, or proper operation of the Contest.
   
   LIMITATION OF LIABILITY AND RELEASE:
   ALL WEBSITES USED IN CONNECTION WITH THE CONTEST, AND ALL CONTENT ASSOCIATED THEREWITH, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SPONSOR EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SPONSOR DOES NOT WARRANT THE WEBSITES OR THE CONTENT PROVIDED THROUGH IT, INCLUDING THE APPLICATION AND ASSOCIATED APPLICATION CONTENT, TO BE AVAILABLE, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR EQUIPMENT, SOFTWARE, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR USE OF THIS WEBSITE (INCLUDING PARTICIPATION IN THE CONTEST). UNDER NO CIRCUMSTANCES WILL THE SPONSOR BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OR RELATED TO THIS WEBSITE, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, EVEN IF SPONSOR OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
   
   As a condition of participating, Participants agree (and agree to confirm in writing) to release Sponsor, its affiliates, subsidiaries, retailers, sales representatives, distributors, and advertising, promotion and judging agencies and all other service agencies involved with the Contest, and each and all of their respective officers, directors, members, employees and agents (“Released Parties”), from any and all liability, loss or damage incurred with respect to participating in the Contest, including without limitation the awarding, receipt, possession, and/or use or misuse of any prize.
   
   These Contest Terms and Conditions supplement the Terms of Use for Tradeify Holdings Corp. and Funded Trader Agreement made available by Tradeify at https://tradeify.co/ from time to time with respect to the Contest, and such Terms of Use and Funded Trader Agreement are hereby incorporated by reference to the extent not inconsistent with these Contest Terms and Conditions. In the event of an inconsistency between these Contest Terms and Conditions and the general Terms of Use and Funded Trader Agreement, these Contest Terms and Conditions shall govern with respect to the subject matter hereof, and the Terms of Use and Funded Trader Agreement shall be deemed amended to the extent of such inconsistency with respect to the Contest Accounts.
   
   These Contest Terms and Conditions supplement the Terms of Use for Tradeify Holdings Corp. and Funded Trader Agreement made available by Tradeify at https://tradeify.co/ from time to time with respect to the Contest, and such Terms of Use and Funded Trader Agreement are hereby incorporated by reference to the extent not inconsistent with these Contest Terms and Conditions. In the event of an inconsistency between these Contest Terms and Conditions and the general Terms of Use and Funded Trader Agreement, these Contest Terms and Conditions shall govern with respect to the subject matter hereof, and the Terms of Use and Funded Trader Agreement shall be deemed amended to the extent of such inconsistency with respect to the Contest Accounts.
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3. 8. BINDING ARBITRATION FOR PARTICIPANTS WHO ARE U.S. RESIDENTS:
   ‍Any controversy or claim arising out of or relating to the Contest shall be settled by binding arbitration in the City of Miami, Florida or at such other location as may be mutually agreed upon by the parties, before JAMS (or its successor) (“JAMS”).  Either party may commence the arbitration process by filing a written demand for arbitration with JAMS, with a copy to the other party; provided, however, that either the Sponsor or the Participant may, without inconsistency with this arbitration provision, apply to any court of competent jurisdiction located in Miami, Florida and seek injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved.  You agree that a hearing location in Miami, Florida is reasonable and convenient for You. Any arbitration to be conducted hereunder will be conducted by one neutral arbitrator operating and appointed from the JAMS panel of neutrals in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time the demand for arbitration is filed.  The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction; provided, however, that the arbitration award shall not include factual findings or conclusions of law and no punitive damages shall be awarded.  The fees and expenses of such arbitration shall be borne by the non-prevailing party, as determined by such arbitration.  The provisions of this section with respect to the arbitration conducted hereunder before JAMS may be enforced by any court of competent jurisdiction, and the parties seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party (or parties) against whom enforcement is ordered.  The parties agree that this section has been included to rapidly and inexpensively resolve any disputes between them with respect to the matters described herein, and that this section shall be grounds for dismissal of any court action commenced by any party with respect to a dispute arising out of such matters. Both parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by applicable law or judicial decision.
   
   ‍THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN THE PARTICIPANT’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. DO NOT PARTICIPATE IN THIS CONTEST IF YOU DO NOT AGREE TO HAVE ANY CLAIM OR CONTROVERSY ARBITRATED IN ACCORDANCE WITH THESE TERMS AND CONDITIONS.
   
   Any controversy or claim arising out of or relating to the Contest shall be settled by binding arbitration in the City of Miami, Florida or at such other location as may be mutually agreed upon by the parties, before JAMS (or its successor) (“JAMS”).  Either party may commence the arbitration process by filing a written demand for arbitration with JAMS, with a copy to the other party; provided, however, that either the Sponsor or the Participant may, without inconsistency with this arbitration provision, apply to any court of competent jurisdiction located in Miami, Florida and seek injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved.  You agree that a hearing location in Miami, Florida is reasonable and convenient for You. Any arbitration to be conducted hereunder will be conducted by one neutral arbitrator operating and appointed from the JAMS panel of neutrals in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time the demand for arbitration is filed.  The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, the issuance of an injunction; provided, however, that the arbitration award shall not include factual findings or conclusions of law and no punitive damages shall be awarded.  The fees and expenses of such arbitration shall be borne by the non-prevailing party, as determined by such arbitration.  The provisions of this section with respect to the arbitration conducted hereunder before JAMS may be enforced by any court of competent jurisdiction, and the parties seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party (or parties) against whom enforcement is ordered.  The parties agree that this section has been included to rapidly and inexpensively resolve any disputes between them with respect to the matters described herein, and that this section shall be grounds for dismissal of any court action commenced by any party with respect to a dispute arising out of such matters. Both parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by applicable law or judicial decision.
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4. 9. GOVERNING LAW AND JURISDICTION:
   These Terms and Conditions and the Contest shall be governed by U.S. law and are subject to all applicable federal, state, and local laws and regulations. All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms and Conditions, or the rights and obligations of Participant and Sponsor in connection with the Contest, shall be governed by, and construed in accordance with, the laws of the State of Florida, U.S.A., without giving effect to the conflict of laws rules thereof, and any matters or proceedings which are not subject to arbitration as set forth in these Terms and Conditions and/or for entering any judgment on an arbitration award, shall take place in courts located in the City of Miami, Florida, United States.
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5. 10. SPONSOR AND CONTEST ADMINISTRATION:
   The Contest is Sponsored and administered by Tradeify Holdings Corp. located at 1700 S. Dixie Highway, Suite 305 Boca Raton, FL 33432.
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6. 11. MISCELLANEOUS:
   The Sponsor reserves the right to amend, modify and revise the Terms and Conditions at any time and for any reason it deems reasonable or necessary, in its sole and absolute discretion, upon reasonable notice posted on Sponsor’s website for the Contest. The Sponsor may also modify or cancel the Contest at any time and for any reason, in its sole and absolute discretion. In the event that the Sponsor elects to cancel the Contest, You understand and agree that the Sponsor shall have no obligation to award any prizes to any Participants.