TERMS AND CONDITIONS

These Terms and Conditions govern your participation in the CrowdCent Challenge, an open data science tournament operated by CrowdCent. By accessing our platform or participating in the Challenge, you accept these Terms and Conditions in full. Do not continue to use CrowdCent's platform if you do not accept all terms stated on this page.

1. DEFINITIONS

The following terminology applies throughout these Terms:

• "CrowdCent," "We," "Our," and "Us" refers to CrowdCent and its affiliates.
• "Participant," "You," and "Your" refers to any individual or entity participating in the Challenge.
• "Challenge" refers to the CrowdCent Challenge data science tournament.
• "Prediction Files" refers to the CSV or Parquet files containing prediction data that you submit to the Challenge.
• "Dataset" refers to any data provided by CrowdCent or its partner community for use in the Challenge.
• "Submission" refers to any Prediction Files entered into the Challenge by a Participant.

2. ELIGIBILITY

Participation in the Challenge is open to individuals who are at least eighteen (18) years of age and possess either:

• Sophisticated knowledge of investment markets and data science methodologies;
• Professional experience in quantitative finance, data science, or machine learning; or
• Employment as a compliance or legal professional by qualified financial institutions or investment firms.

CrowdCent reserves the right to verify your eligibility and to disqualify you if we reasonably believe you do not meet these requirements. Participation is void where prohibited by law.

2.1 SANCTIONS AND COMPLIANCE

By participating in the Challenge, you represent and warrant that:

• Neither you nor any entity you represent is included on any sanctions lists maintained by the United States, United Nations, European Union, United Kingdom, or any other applicable jurisdiction;
• You are not a citizen or resident of, and your participation is not occurring from, any jurisdiction subject to comprehensive sanctions;
• Your participation in the Challenge does not violate any applicable anti-money laundering laws or regulations;
• Any funds used in connection with the Challenge are derived from legitimate sources and not from illegal activities.

You agree to promptly notify CrowdCent in writing if any of these representations becomes inaccurate. CrowdCent reserves the right to request additional information to verify compliance with these requirements.

3. INTELLECTUAL PROPERTY

3.1 Dataset Rights: All data provided by CrowdCent for use in the Challenge remains the sole property of CrowdCent or its data providers. You are granted a limited, non-exclusive license to use the Dataset solely for participating in the Challenge.

3.2 Prediction Rights: You retain ownership of the underlying methodology, algorithms, and code you use to generate your predictions. By submitting Prediction Files to the Challenge, you grant CrowdCent a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable license to:

• Use, reproduce, distribute, prepare derivative works of, display, and perform your prediction data in any format or medium now known or later developed;
• Analyze, evaluate, combine, and incorporate your predictions into CrowdCent's investment strategies, models, and services;
• Publish aggregate performance metrics relating to your submissions;
• Apply your prediction insights to guide actual capital allocation;
• Use your submission for any commercial or non-commercial purpose without additional compensation to you.

You hereby waive any moral rights or similar rights you may have in your Prediction Files to the extent permitted by applicable law.

3.3 Restrictions: You must not:

• Redistribute the Dataset outside of the Challenge;
• Use the Dataset for any purpose other than participating in the Challenge;
• Attempt to re-identify any anonymized individuals within the Dataset; or
• Submit predictions generated using third-party proprietary algorithms or data without appropriate permissions.

3.4 NON-PUBLIC INFORMATION

You represent and warrant that:

• Your submissions do not contain or incorporate any material non-public information (MNPI) that you have a duty to keep confidential;
• You have not based your modeling or predictions on any MNPI;
• You have not violated any insider trading laws or regulations in your participation in the Challenge.

For clarity, "material non-public information" means information that (1) is not generally available to the public, and (2) a reasonable investor would likely consider important in making an investment decision about a security or would view as having significantly altered the total mix of information available about a security.

4. USER CONTRIBUTIONS

When you post comments, analyses, or other content ("Contributions") on our platform, you represent and warrant that:

• You own or have secured all necessary rights to your Contributions;
• Your Contributions do not violate any intellectual property rights;
• Your Contributions do not contain material that is defamatory, offensive, or unlawful; and
• Your Contributions will not be used to solicit business or promote commercial activities unrelated to the Challenge.

CrowdCent reserves the right to monitor all Contributions and remove any that violate these Terms.

5. TOURNAMENT STRUCTURE

5.1 Evaluation: Prediction Files will be evaluated based on their accuracy in predicting real-world market outcomes using metrics defined by CrowdCent. Evaluation methodologies may change throughout the Challenge to maintain fairness and relevance.

5.2 Rewards: Top-performing submissions may be eligible for rewards as determined by CrowdCent. Reward structures will be published on the platform and may change over time. CrowdCent does not guarantee any specific reward amount or that rewards will be offered in all cases.

5.3 Aggregation: CrowdCent may combine top-performing predictions into a single aggregated prediction set for capital allocation. Inclusion in this aggregation does not guarantee any additional compensation beyond specified rewards.

6. REGULATORY DISCLAIMERS

6.1 Not an Investment Contract: Your participation in the Challenge does not establish an investment contract between you and CrowdCent. Any rewards or compensation provided do not constitute an investment return or profit sharing arrangement.

6.2 Not a Security: Any digital tokens, cryptocurrencies, or other rewards offered through the Challenge are not intended to be securities under applicable securities laws. They do not represent ownership interest in CrowdCent, voting rights, or rights to dividends or profits.

6.3 Not Investment Advice: The Challenge, its datasets, models, predictions, and any other content available on the platform do not constitute investment advice, financial advice, or trading recommendations. You should consult with qualified professionals before making any investment decisions.

6.4 Financial Services Disclaimer: CrowdCent is not registered as an investment adviser, broker-dealer, or other financial services provider under the laws of any jurisdiction. Participation in the Challenge does not create a client or advisory relationship with CrowdCent.

7. DISCLAIMERS AND LIMITATIONS

7.1 Investment Advice: The Challenge and all content on the CrowdCent platform do not constitute investment, legal, tax, or other professional advice. You should consult your own advisers before making any investment decisions.

7.2 Performance: Historic performance of predictions in the Challenge is not indicative of future results and should not be relied upon when making investment decisions.

7.3 Limitation of Liability: To the maximum extent permitted by law, CrowdCent shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages resulting from your participation in the Challenge or use of the platform.

8. FORCE MAJEURE

CrowdCent shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, or severe weather events;
• Epidemics, pandemics, or public health emergencies;
• War, terrorism, civil unrest, or governmental actions;
• Cyberattacks, system outages, or telecommunications failures;
• Changes to protocols, failures, or security issues affecting any blockchain or distributed ledger technology;
• Changes in financial markets or unexpected market volatility;
• Changes in regulatory frameworks or legal requirements.

9. DISPUTE RESOLUTION

9.1 Mandatory Arbitration: Any dispute arising from or relating to these Terms or your participation in the Challenge shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

9.2 Arbitration Location: The arbitration shall take place in Greenwich, Connecticut, or at another location mutually agreed upon by you and CrowdCent. The arbitration may be conducted remotely at the arbitrator's discretion.

9.3 Class Action Waiver: You and CrowdCent agree that any arbitration shall be conducted on an individual basis and not as a class, consolidated, or representative action. If this provision is found unenforceable, the entire arbitration agreement shall be null and void.

9.4 Governing Law: These Terms and any disputes arising from them shall be governed by the laws of the State of Connecticut, without regard to conflict of law principles.

9.5 Attorneys' Fees: The prevailing party in any arbitration or legal proceeding related to these Terms shall be entitled to recover its reasonable attorneys' fees and costs.

10. MODIFICATIONS TO TERMS

CrowdCent reserves the right to modify these Terms at any time without prior notice. Revised Terms will be posted on the platform with the date of last revision. Your continued participation in the Challenge after any such changes constitutes your acceptance of the new Terms.

11. SEVERABILITY

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law. The invalid provision shall be replaced by a valid provision that most closely reflects the intent of the original provision.

By participating in the CrowdCent Challenge, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.