Photo: Lisa Fotios

Does Skillz charge a fee?

Account Monthly Maintenance Fee. If your Account is inactive (i.e. you have not entered at least one (1) tournament) for six (6) consecutive months or more, a maintenance fee of $2.00 per month may be charged (the “Monthly Maintenance Fee”).

skillz.com - Legal - Skillz: Competitive Mobile Games Platform & Software

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1. PURPOSE

Skillz desires for Affiliate to actively promote and solicit consumer downloads of Skillz’ suite of games (each a “Skillz Game” and collectively, the “Skillz Games”) through Affiliate URLs in accordance with these Terms of Service.

2. DEFINITIONS

“Competition” means a multiplayer competition managed by Skillz.

“Net Revenue” means all Skillz Tournament entry fees received by Skillz from each Valid Referral that created its initial Skillz account within the preceding 12-month period, less deductions for taxes and expenses attributable to Competitions. “Referral Fee” means the amount payable to Affiliate by Skillz based on the Commission Schedule set forth in Section 4.2 of these Terms of Service and shall equal a percentage of the Net Revenue of each Valid Referral. “Skillz Content” means data, graphics, information, images, links and displays provided by Skillz to Affiliate in support of Affiliate’s activities hereunder, including without limitation trademarks, logos, service marks and brands. Skillz Content may include third party content provided by Skillz to Affiliate. “Skillz Game” means any mobile game that includes one or more Skillz Tournaments. Skillz may change or discontinue any Skillz Game at any time, in its sole discretion. “Skillz Tournament” means a Competition featuring a real money entry fee. Skillz may change or discontinue any Skillz Tournament at any time, in its sole discretion. “User” means anyone who has registered for an account with Skillz, downloaded any software application from Skillz or participated in any Competition. Users are subject to the Skillz User Terms of Service and may have their account suspended or closed at any time. “Valid Referral” means a User that (i) downloads a Skillz Game directly through Affiliate’s Skillz Content link on an Affiliate URL (ii) creates a new Skillz account and (iii) enters a Skillz Tournament within thirty (30) days of the account creation.

3. APPOINTMENT AND AUTHORITY OF AFFILIATE

3.1. Appointment and License. Subject to the terms and conditions of this Agreement, Skillz appoints Affiliate as a nonexclusive referral agent for Skillz Tournaments, and Affiliate hereby accepts such appointment. Affiliate’s sole authority will be to publicly display Skillz Content on Affiliate URLs and Skillz hereby grants Affiliate a limited, nonexclusive, non-transferable, non-sublicensable, royalty-free license to display Skillz Content as necessary to perform the foregoing during the term of this Agreement. Affiliate will use Skillz’ then-current names for Skillz Games and Skillz Tournaments (but will not represent or imply that it is Skillz or is a part of Skillz) and will not add to, delete from or modify any Skillz Content without Skillz’ written approval. Affiliate acknowledges and agrees that all of its use of Skillz Content, including all goodwill associated therewith, shall inure to the benefit of Skillz and its licensors. Skillz, on behalf of itself and its licensors, reserves all rights in and to its technology, Skillz Games, Skillz Content, Skillz Tournaments, and all related intellectual property rights, and except for the express limited license granted to Affiliate in this Section 3.1, Skillz does not grant Affiliate any right or license in and to any of the foregoing, whether by implication, estoppel or otherwise. 3.2. Limitations and Obligations. Affiliate has no power or authority, express or implied, to make any commitment or incur any obligations on behalf of Skillz. Affiliate shall use reasonable and diligent efforts to actively promote and solicit consumer downloads of Skillz Games through Affiliate URLs on a continuing basis during the term of this Agreement, and shall comply with good business practices and all applicable laws and regulations, and shall conduct its business in a manner that will reflect favorably on the good name and reputation of Skillz and it products, and shall not make any representations, promises, warranties or guarantees with respect to Skillz products or services that are inconsistent with or supplemental to or greater than any representations and warranties published by Skillz. If Skillz, in its sole discretion, determines that Affiliate’s display of Skillz Content on any given Affiliate URL may harm Skillz’ or its partners’ name or reputation, then Skillz may instruct Affiliate to remove such Skillz Content from such Affiliate URL, and Affiliate shall do so within 24 hours. Affiliate shall not, either individually or on behalf of or through any third party, directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate any of Skillz’ game or tournament developers, publishers or partners for the purpose of competing with Skillz, or where such solicitation, diversion or appropriation could have the effect of reducing Skillz’ relationship with such persons or entities.

4. REFERRAL FEES

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4.1. Referral Fee. During the Term, Skillz will pay Affiliate a Referral Fee equal to (i) Net Revenue received by Skillz during the applicable calendar month, multiplied by (ii) the percentage set forth in the Commission Schedule below, as determined by the aggregate total of Net Revenue received during such calendar month. 4.2. Commission Schedule. The percentage used to calculate Referral Fees payable to Affiliate on a calendar month basis shall be based upon aggregate Net Revenue received during such calendar month as follows:

$0-$2000 25% Referral Fee

$2001 – $5000 30% Referral Fee

$5001+ 35% Referral Fee

4.3. No Self-Play. Referral Fees and Commission Schedule will not include any user accounts that Skillz determines in its sole discretion to have been created directly by Affiliate or otherwise created to falsely generate or enhance Net Revenue. As a member of the Program, Affiliate agrees to refrain from creating player accounts. 4.4. Tracking and Reporting. In order to calculate the Referral Fees, Skillz shall refer to Affiliate URLs used by Affiliate. Upon Affiliate’s reasonable request, Skillz agrees to have good faith discussions as to any dispute with respect to its calculation of Referral Fees. 4.5. Payment Terms. Skillz will pay all Referral Fees on a monthly basis within thirty (30) days of the close of each calendar month (“Payment Due Date”). Skillz’ payment of Referral Fees is subject to all applicable governmental regulations and rulings, including the withholding of any taxes required by law. Affiliate’s sole source of compensation for rendering services pursuant to this Agreement is Referral Fees payable pursuant to this Section 4, and Affiliate has no right to receive any other compensation for services rendered hereunder or to receive reimbursement of any expenses or other costs incurred by Affiliate in connection therewith. Skillz will accrue and withhold referral fees until the total amount due is at least $25.00. 4.6. Taxes. Affiliate is responsible for paying all taxes, tariffs, duties or assessments arising out of the transactions contemplated under this Agreement (except for taxes imposed on Skillz’ income).

5. WARRANTIES

Affiliate represents, warrants and covenants to Skillz as follows: (i) Affiliate’s execution and performance of this Agreement does and will not violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to Affiliate, or conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any contractual or legal obligation or agreement to which Affiliate is a party or by which Affiliate or any of its assets or properties is or may be bound; (ii) Affiliate has the power and authority to execute, deliver, and perform its obligations under this Agreement in accordance with this Agreement; and (iii) Affiliate shall perform this Agreement only as specified hereunder, only for lawful purposes, conforming to all applicable laws and ethical business practices, and without knowingly violating any intellectual property, publicity, privacy, confidentiality, contractual or other right of any third party.

6. LIMITATIONS ON LIABILITY

SKILLZ WILL NOT BE LIABLE TO AFFILIATE FOR ANY LOST PROFITS, LOST DATA, COST OF SUBSTITUTE PRODUCTS OR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER SKILLZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SKILLZ’ TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED REFERRAL FEES PAYABLE TO AFFILIATE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING AFFILIATES’ CAUSE OF ACTION.

7. ACKNOWLEDGMENT

Affiliate acknowledges that (i) it has no expectation and has received no assurances that any investment by Affiliate in the promotion of Skillz Games will be recovered, or that Affiliate will obtain any amount of profits under this Agreement; and (ii) it will not have or acquire by virtue of this Agreement any rights, proprietary or otherwise, in its promotion of Skillz Games, or in any goodwill created by its efforts hereunder. Affiliate acknowledges that the manner and notice of termination set forth in this Agreement is reasonable and that, upon termination, no payment or indemnity for loss of goodwill, loss of profit, investments made, or otherwise shall be due to Affiliate, except for Referral Fees payable in accordance with this Agreement.

8. CONFIDENTIALITY

Affiliate acknowledges that by reason of its relationship to Skillz hereunder, Affiliate will have access to certain information and materials concerning Skillz’ business, plans, customers, technology, services and products that is confidential or proprietary (“Confidential Information”). Affiliate shall not use Confidential Information in any way for its own account or the account of any third party other than to fulfill its obligations under this Agreement, nor disclose Confidential Information to any third party. Affiliate shall take every reasonable precaution to protect the confidentiality of such information, and shall protect Confidential Information with at least as much care as it protects its own most highly sensitive information. At no time during or after the term of this Agreement shall Affiliate challenge or assist others to challenge Skillz’ trademarks or trade names or the registration thereof or rights thereto, or attempt to register any such trademarks or trade names, or any trademarks, marks or trade names confusingly similar to those of Skillz’.

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10. TERM AND TERMINATION

10.1. Term. The term of this Agreement shall commence on the Effective Date and continue until terminated by either party as set forth in this Agreement (the “Term”). 10.2. Mutual Termination Rights. Each party may terminate this Agreement immediately upon delivery of written notice to the other party provided in accordance with Section 12 hereof. 10.3. Effect of Termination. The provisions of Sections 4, 5, 6, 8, 10.3, 11 and 12 will survive the termination or expiration of this Agreement for any reason. Upon termination of this Agreement, (i) Affiliate shall return or destroy, and promptly (and in any event within two business days) cease further use of, any and all Skillz Content and Confidential Information of Skillz, and (ii) Skillz shall continue to pay the Referral Fee for the remaining period of such obligation unless Affiliate has breached and not cured such breach of this Agreement as of the termination date or breaches this Section 10.3. All other rights and obligations of the parties will cease upon termination of this Agreement.

11. INDEMNITY

Affiliate will indemnify and hold harmless Skillz and its affiliates, licensors, employees, directors, officers, agents and customers from and against any and all claims, damages, losses, costs, liabilities and expenses, including without limitation attorneys’ fees, incurred by any of the foregoing persons or entities arising out of or relating to Affiliate’s performance and/or breach of this Agreement.

12. MISCELLANEOUS

The relationship of the parties is that of independent contractors, and nothing contained in this Agreement will be construed to give the other party the power to direct or control the day-to-day activities of the other party or its employees. No amendment or modification hereof will be valid or binding unless made in writing and signed by the duly authorized representatives of both parties. If any provision or provisions of this Agreement is held to be unenforceable, this Agreement will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties. This Agreement will be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. The parties consent to the personal and exclusive jurisdiction of courts located in Boston, Massachusetts. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. The Agreement and all rights and obligations hereunder are not assignable or transferable by Affiliate and any attempt to do so shall be void. Affiliate acknowledges that it has not been induced to enter into this Agreement by any representation or warranty not set forth in this Agreement. This Agreement constitutes the entire agreement and understanding of the parties and terminates and supersedes any and all prior agreements, arrangements and understandings, both oral and written, express or implied, between the parties hereto concerning the subject matter of this Agreement. Any notice required or permitted to be given by either party under this Agreement shall be in writing and shall be personally delivered or sent by a reputable overnight mail service (e.g., Federal Express), or by prepaid first class mail (certified or registered), or email if permitted below. Notices to Skillz shall be sent to Skillz Inc., Corporation Service Company, 2710 Gateway Oaks Drive, Suite 150 N, Sacramento, CA 95833, and notices to Affiliate shall be sent to the name and physical address provided on the account page of Affiliate’s profile or to the email address provided on the Affiliate’s account page.

skillz.com - Legal - Skillz: Competitive Mobile Games Platform & Software

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