THE ALPHA PLAY, INC.

SPONSORSHIP TERMS AND CONDITIONS

Last updated: September 5, 2026

These Sponsorship Terms and Conditions ("Terms") govern the purchase of a sponsorship from The Alpha Play, Inc. ("TAP," "we," "us," or "our") for the event identified at checkout (the "Event"). The person or entity purchasing the sponsorship is referred to as "Sponsor," "you," or "your."

PLEASE READ THESE TERMS CAREFULLY BEFORE PURCHASING. THEY INCLUDE IMPORTANT PROVISIONS, INCLUDING THAT ALL SPONSORSHIP PURCHASES ARE FINAL AND NON-REFUNDABLE, THAT DISPUTES ARE RESOLVED BY BINDING ARBITRATION, AND THAT YOU AGREE NOT TO INITIATE CHARGEBACKS.

1. Acceptance of Terms

By checking the acceptance box and completing your sponsorship purchase, you agree to be bound by these Terms, which form a binding agreement between you and TAP. If you do not agree, do not check the box or complete the purchase.

You represent that you are at least 18 years old and that the individual accepting these Terms is authorized to bind the Sponsor. If you are purchasing on behalf of a company or other entity, you represent that you have authority to bind that entity, and "Sponsor" refers to that entity.

You acknowledge that these Terms were presented to you before purchase and that you had the opportunity to review them.

2. Side Letters and Order of Precedence

If you and TAP have entered into a separate written sponsorship agreement or side letter signed by both parties that covers the same Event ("Signed Agreement"), the Signed Agreement controls to the extent it conflicts with these Terms. In all other cases, these Terms govern your sponsorship.

3. Sponsorship Package and Benefits

3.1 Your Sponsorship Package (Exhibit A). At checkout you select a sponsorship tier. The tier you select, together with the benefits itemized for that tier at checkout and in the confirmation TAP sends you following purchase, is your "Sponsorship Package" and serves as Exhibit A to these Terms. Your Sponsorship Package is expressly incorporated into and forms part of these Terms. The itemized confirmation TAP sends you is the controlling description of your benefits.

3.2 Scope of benefits. Your benefits are limited to those set out in your Sponsorship Package. Sponsorship benefits consist of the visibility, recognition, participation, and (where included in your tier) activation opportunities described there. No specific commercial outcomes, introductions, leads, attendance figures, or other deliverables are guaranteed.

3.3 Substitution and adjustments. If circumstances outside TAP's reasonable control require it, TAP may substitute a benefit in your Sponsorship Package with one of comparable value, provided the substitution does not materially reduce the overall value of your Sponsorship Package taken as a whole. Reasonable adjustments to Event programming, format, timing, or venue do not entitle you to any refund or reduction.

3.4 Additions and upgrades. Any benefit, activation element, or upgrade not listed in your Sponsorship Package is not included, and will apply only if agreed by TAP in writing and, where applicable, paid for separately.

4. Payment

The sponsorship amount for your selected tier is due in full at the time of purchase through the designated payment processor. You are responsible for any taxes applicable to your sponsorship, and the sponsorship amount is exclusive of any such taxes.

TAP may begin committing sponsorship funds immediately upon receipt toward planning, production, promotion, staffing, venue reservations, deposits, food and beverage, audiovisual services, marketing, security, entertainment, insurance, travel, and other costs associated with the Event.

5. All Sales Final — Non-Refundable

ALL SPONSORSHIP PURCHASES ARE FINAL AND NON-REFUNDABLE FROM THE MOMENT OF PAYMENT, under all circumstances, including delays, cancellations, postponements, or modifications of the Event, whether resulting from venue changes, travel disruptions, acts of God, epidemic or pandemic, or other circumstances beyond TAP's reasonable control.

TAP has no obligation to unwind vendor agreements, recover deposits, cancel services, or otherwise mitigate costs on your behalf. You waive any right to a refund of any portion of the sponsorship amount.

6. No Chargebacks

You agree not to initiate any chargeback, payment dispute, or reversal with your bank, card issuer, or payment processor in connection with your sponsorship purchase. You acknowledge that these Terms, including the all-sales-final and non-refundable provisions above, govern your purchase and take precedence over any general refund expectation associated with your card network or payment method, to the fullest extent permitted by law.

If you initiate a chargeback in breach of this Section, TAP may treat it as a material breach, revoke your sponsorship without refund, and recover its costs, including reasonable fees incurred in responding to the chargeback.

7. Use of Sponsor's Name and Marks

You grant TAP a non-exclusive, royalty-free, worldwide right to use your name, logo, and approved marks in promotional, digital, print, and Event-related materials, subject to any branding guidelines you provide. TAP will make reasonable efforts to keep all sponsor mentions professional and brand-consistent.

You represent and warrant that you own or have the right to use the name, logo, and marks you provide, and that TAP's use as contemplated here will not infringe or violate the rights of any third party. You will indemnify TAP for any claim arising from a breach of this warranty under Section 13.

8. Use of TAP's Brand

You may not use the name, logo, or marks of The Alpha Play, Inc. or of the Event, or issue any communication referencing TAP or the Event, without TAP's prior written approval as to both use and content. Any goodwill arising from your use of TAP's marks inures solely to TAP.

You will not represent, imply, or suggest to any attendee or third party that TAP endorses, recommends, guarantees, or is a partner or investor in you or any of your products, services, funds, or offerings, except as to the sponsorship relationship described here.

9. Sponsor Conduct and Activation

By purchasing a sponsorship, you agree to the following:

(a) Compliance. You will comply with all rules, policies, and directions of TAP and of the Event venue and its operators, including load-in and load-out schedules, setup and teardown requirements, health and safety rules, and any applicable rules of the venue and of any associated event or art week. You are responsible for the acts and omissions of your personnel, agents, and contractors.

(b) Designated space and activation limits. Your activation, personnel, displays, and materials must remain within the space or areas included in your Sponsorship Package or otherwise assigned to you by TAP (your "Designated Area"). You will not roam, solicit, distribute materials, conduct sales or demonstrations, or place signage outside your Designated Area without TAP's prior written approval. You will not conduct any raffle, giveaway, contest, sampling, sale, or data-collection activity that TAP has not approved in advance in writing.

(c) Staff conduct. Your personnel and representatives will conduct themselves professionally and lawfully. TAP may require the immediate removal of any of your personnel who engage in harassment, discrimination, intoxication, threatening or disruptive behavior, or conduct that violates venue rules or applicable law.

(d) Presentations and content. Any remarks, presentation, signage, or materials you present or distribute at or in connection with the Event must remain within the scope, time, and format agreed with TAP, and are subject to TAP's prior review and approval. TAP may require modification or discontinuation of any content that is off-brand, misleading, unlawful, or inconsistent with the Event. You represent and warrant that your content does not and will not infringe, defame, or violate the rights of any third party.

(e) Attendee interactions and data. You will interact with attendees professionally and will respect any attendee's request to end an interaction. You will not collect, store, or use attendee contact or personal information except as expressly permitted by TAP, and will not use any attendee or contact information provided by or obtained through TAP for any purpose beyond the Event without TAP's prior written consent, and in compliance with applicable privacy laws.

(f) Reputation and values. TAP may decline, suspend, limit, or revoke your participation, benefits, or on-site presence if, in TAP's reasonable judgment, your conduct, public statements, or reputation is inconsistent with TAP's mission, brand standards, community values, or the character of the Event, or is likely to bring TAP or the Event into disrepute.

(g) No transfer. You may not assign, transfer, resell, or share your sponsorship, benefits, or activation space with any third party without TAP's prior written consent.

(h) Activation space specifics. Where your Sponsorship Package includes booth, table, or activation space, the size, location, layout, furnishings, power, connectivity, and load-in and load-out times for that space are as stated in your Sponsorship Package or as communicated by TAP. TAP may reasonably reassign or reconfigure space where venue or safety requirements make it necessary. Any equipment, structure, signage, or service beyond what your Sponsorship Package includes requires TAP's prior written approval and is at your sole cost.

10. Financial and Investment Promotion (Conditional)

This Section applies only if you promote, market, discuss, or distribute materials concerning any investment, security, fund, or financial product or service at or in connection with the Event.

If it applies, you represent and warrant that all such communications comply with all applicable securities, financial-promotion, advertising, and consumer-protection laws and regulations, and that you hold all licenses and registrations required to make them. You will not make any guarantee of returns, any performance projection presented as assured, or any misleading or unsubstantiated claim, and you will include any disclosures required by law.

You acknowledge that TAP does not endorse, recommend, verify, or conduct any diligence on your offerings, and you will not represent otherwise to any attendee or third party. You will indemnify TAP under Section 13 for any claim, regulatory action, or liability arising out of your financial or investment-related communications at or in connection with the Event.

11. Insurance

If your Sponsorship Package includes booth, table, or activation space, or you will otherwise have personnel, equipment, or displays on-site at the Event, you will maintain, at your own expense, commercial general liability insurance with coverage of not less than $1,000,000 per occurrence, or such higher amount as the Event venue or TAP may require, and will provide a certificate of insurance naming The Alpha Play, Inc. as an additional insured upon request. TAP will notify you of any higher coverage requirement in advance of the Event. This Section does not apply to sponsorships limited to branding and recognition with no on-site presence.

12. Termination and Enforcement

TAP may suspend, restrict, or terminate your sponsorship, and require the removal of your personnel, materials, or activation, if you breach these Terms. Any sponsorship funds paid remain non-refundable in accordance with Section 5. TAP's rights are cumulative and in addition to all other rights and remedies available under these Terms or at law.

13. Indemnification

You will indemnify, defend, and hold harmless TAP and its officers, directors, employees, partners, and affiliates from and against any third-party claims, damages, liabilities, losses, and reasonable expenses (including attorneys' fees) arising out of or relating to: (a) your negligence, willful misconduct, or breach of these Terms; (b) your participation or conduct in connection with the Event; and (c) any claim that your name, logo, marks, or content infringe the rights of a third party. TAP will provide prompt notice of any claim and may participate in the defense with its own counsel.

14. Limitation of Liability

To the fullest extent permitted by law, TAP will not be liable to you for any consequential, incidental, indirect, special, or punitive damages arising out of or relating to your sponsorship or these Terms, regardless of the theory of liability. TAP's total aggregate liability arising out of or relating to your sponsorship will not exceed the sponsorship amount you paid.

15. Force Majeure

TAP will not be liable for any failure or delay in performing its obligations to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, government action, war, terrorism, civil unrest, labor disputes, venue closure, or failure of utilities or transportation. A force majeure event does not relieve you of your payment obligation and does not entitle you to any refund.

16. Dispute Resolution

The parties will first attempt in good faith to resolve any dispute through informal negotiation. If unresolved within thirty (30) days, the dispute will be submitted to non-binding mediation administered in Los Angeles, California, with costs shared equally. If mediation does not resolve the dispute, it will be finally resolved by binding arbitration administered in Los Angeles, California under the rules of JAMS. Judgment on the award may be entered in any court of competent jurisdiction. The prevailing party is entitled to recover its reasonable attorneys' fees and costs.

17. Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles.

18. General

These Terms, together with your Sponsorship Package (Exhibit A) and any applicable Signed Agreement, constitute the entire agreement between you and TAP regarding your sponsorship and supersede all prior communications. TAP may update these Terms from time to time; the version in effect at the time of your purchase governs that purchase. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will continue in effect. TAP's failure to enforce any provision is not a waiver. You may not assign these Terms without TAP's consent; TAP may assign them. The parties are independent contractors, and nothing here creates any partnership, joint venture, agency, or employment relationship. Section headings are for convenience only. "Including" means "including without limitation."

19. Contact

Questions about these Terms or your sponsorship may be directed to info@thealphaplay.com.