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BlackShares March to a Million Milestone Contest Official Rules

These Official Rules govern the BlackShares March to a Million Contest (the "Contest") offered by Upsides Network LLC DBA BlackShares ("Sponsor").

BY PARTICIPATING IN THE CONTEST, YOU AGREE TO BE BOUND BY THESE OFFICIAL RULES AND THE DECISIONS OF SPONSOR, WHICH ARE FINAL AND BINDING IN ALL MATTERS RELATED TO THE CONTEST. NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE OR PAID MEMBERSHIP WILL NOT INCREASE YOUR CHANCES OF WINNING. VOID WHERE PROHIBITED.

1. Sponsor

The Contest is sponsored by Upsides Network LLC DBA BlackShares, a Georgia limited liability company ("Sponsor").

All questions, comments, or complaints regarding the Contest should be directed to Sponsor and not to any third-party service provider or platform.

2. Eligibility

The Contest is open only to natural persons who are legal residents of the fifty (50) United States or the District of Columbia and who are at least eighteen (18) years of age at the time of entry ("Participant" or "Member").

Employees, officers, and contractors of Sponsor, its affiliates, and members of their immediate families and households are not eligible to win. The Contest is void where prohibited by law.

3. Contest Overview

The Contest is a skill-based referral competition that rewards the Member who has referred the highest number of qualifying Premium Members at the moment BlackShares reaches certain Premium Member Milestones, as defined below.

Each time a Premium Member Milestone is reached, one (1) prize will be available to be awarded to the eligible Member who has the most qualifying Premium Member referrals at that Milestone. Each Milestone constitutes a separate Contest opportunity with a separate potential Winner.

4. How to Enter

Eligible individuals may enter the Contest by creating or holding a BlackShares account in good standing and using their unique referral link or code provided by BlackShares to invite new users to join the platform.

Entry into the Contest is automatic for Members who refer new users through their referral link or code. No purchase is necessary to enter or to obtain or use a referral link or code. Premium Membership is not required to enter the Contest, but only referrals who become Premium Members will count toward determining Winners, as described below.

5. Premium Member Referrals

A referral will be deemed a "Qualifying Premium Member Referral" only if all of the following conditions are met:

(a) The referred user uses the Participant's unique referral link or code when signing up for BlackShares.
(b) The referred user becomes a Premium (paid) Member of BlackShares and remains a Premium Member at the time the applicable Premium Member Milestone is reached.
(c) The referred user has a valid, non-duplicate identity and passes Sponsor's fraud and duplicate-account checks.
(d) The referral does not violate these Official Rules or the BlackShares Terms of Service, and Sponsor, in its sole discretion, determines that the referral is legitimate and non-fraudulent.

6. Sponsor's Right to Audit and Verify Referrals

Sponsor reserves the right, in its sole discretion, to audit any Participant, referral, or account activity in connection with the Contest. This includes, without limitation, the right to review sign-up patterns, payment history, identity verification results, and any other data or behavior related to referred Members.

Sponsor further reserves the right to verify any referrals it deems potentially fraudulent, abusive, or suspicious, and to disqualify any Participant and/or referral that Sponsor determines, in its sole discretion, to be fake, duplicated, generated by automated means, created for the primary purpose of gaming the Contest, or otherwise in violation of these Official Rules or the BlackShares Terms of Service.

7. Premium Member Milestones and Prizes

The following Premium Member Milestones (each, a "Milestone") and corresponding prize amounts apply to the Contest:

When the total number of Premium Members of BlackShares first reaches each Milestone listed below, Sponsor will determine, subject to audit and verification, one (1) Potential Winner for that Milestone.

• 1,000 Premium Members → Prize: $1,000
• 10,000 Premium Members → Prize: $10,000
• 100,000 Premium Members → Prize: $100,000
• 1,000,000 Premium Members → Prize: $1,000,000

For each Milestone, only one (1) Prize will be awarded, and only one (1) Winner will be determined, subject to these Official Rules, verification, and the audit period described below.

8. Winner Determination at Each Milestone

At the moment a Milestone is reached, Sponsor will record the then-current total number of Premium Members of BlackShares and freeze the referral counts for purposes of that Milestone. Sponsor will then identify the Participant with the highest number of Qualifying Premium Member Referrals at that moment (the "Potential Winner" for that Milestone).

In the event of a tie in the number of Qualifying Premium Member Referrals at the time a Milestone is reached, the tie will be broken in favor of the Participant whose final Qualifying Premium Member Referral for that Milestone was recorded earliest in time, as determined by Sponsor in its sole discretion based on its records. Sponsor's determination of the Potential Winner and any tiebreakers shall be final and binding.

9. Identity Verification of Potential Winners

Each Potential Winner is subject to identity verification before any Prize will be awarded. Sponsor will pay the cost of third-party identity verification for each Potential Winner, but the Potential Winner must complete Sponsor's identity verification process using the provider and process designated by Sponsor.

Potential Winners must provide all information and documentation reasonably requested by Sponsor or its third-party verification provider and must successfully pass all identity, fraud, and duplicate-account checks. If a Potential Winner fails to complete the verification process within thirty (30) days of Sponsor's request, fails any required checks, or is otherwise deemed ineligible, Sponsor may, in its sole discretion, disqualify that Potential Winner and identify an alternate Potential Winner for that Milestone based on the next-highest number of Qualifying Premium Member Referrals.

10. 90-Day Audit and Premium Member Stability Requirement

After each Milestone is reached and a Potential Winner is identified, Sponsor will conduct an audit and validation period of up to ninety (90) days (the "Audit Period"). During the Audit Period, Sponsor may review referral activity, Premium Membership status, payment history, chargebacks, refunds, account closures, and any other relevant information to confirm the legitimacy of the Milestone and the Potential Winner's Qualifying Premium Member Referrals.

To help prevent fraud, gaming, and artificial inflation of Premium Membership counts, Sponsor requires that the total number of Premium Members of BlackShares remain at or above ninety-five percent (95%) of the relevant Milestone level during the Audit Period. If, during the Audit Period, the total Premium Member count falls below ninety-five percent (95%) of the Milestone level due to cancellations, chargebacks, account removals, fraud-related closures, or other adjustments, Sponsor may, in its sole discretion, extend the Audit Period, disqualify certain referrals, delay Prize payment, or determine that the Milestone was not legitimately achieved and withhold the Prize unless and until the Milestone is legitimately re-achieved.

11. Prize Payment

Subject to these Official Rules, successful completion of identity verification, and completion of the Audit Period and Premium Member stability requirement described above, the Prize for each Milestone will be paid to the confirmed Winner within ninety (90) days after the end of the applicable Audit Period.

Prizes will be paid in U.S. dollars by a method selected by Sponsor in its sole discretion, which may include ACH transfer, wire transfer, or check. The Winner is solely responsible for any and all federal, state, and local taxes, fees, and other costs associated with acceptance and use of the Prize. Sponsor may issue an IRS Form 1099 or other applicable tax reporting forms as required by law.

12. Fraud, Abuse, and Disqualification

Sponsor reserves the right, in its sole discretion, to disqualify any Participant or Winner and to void any or all referrals if Sponsor determines or suspects that such Participant has: (a) created or used fake, duplicate, or fictitious accounts; (b) used bots, scripts, or automated tools; (c) engaged in deceptive or misleading promotions of BlackShares; (d) violated these Official Rules or the BlackShares Terms of Service; or (e) otherwise attempted to game, manipulate, or unfairly influence the outcome of the Contest.

Any attempt to undermine the legitimate operation of the Contest may be a violation of criminal and civil laws. Should such an attempt be made, Sponsor reserves the right to seek damages and other remedies to the fullest extent permitted by law. Sponsor's decisions regarding disqualification and enforcement of these Official Rules are final and binding.

13. No Purchase Necessary / Alternate Method of Entry

No purchase or paid membership is necessary to enter or win the Contest. A purchase, including the purchase of a Premium Membership, will not increase a Participant's chances of winning. While only referrals who become Premium Members will count toward determining Winners, any eligible U.S. resident who meets the age and residency requirements set forth in these Official Rules may enter the Contest without making a purchase.

To enter the Contest without making a purchase, an eligible individual may send an email to info@blackshares.com with the subject line "Contest Entry – AMOE" and include their full name, email address associated with their BlackShares account (or the email they will use to create one), and a statement confirming that they meet the eligibility requirements. AMOE entrants will receive a referral link or method equivalent to other Participants and will have the same opportunity to generate Qualifying Premium Member Referrals and to win a Prize as Participants who become Premium Members.

14. Publicity

Except where prohibited by law, by accepting a Prize, the Winner grants Sponsor and its designees the right to use the Winner's name, likeness, image, voice, city and state of residence, and statements about BlackShares and the Contest for advertising, promotional, and other purposes in any and all media now known or hereafter devised, worldwide and in perpetuity, without additional compensation, notification, or permission.

The Winner may be asked, but is not required, to participate in reasonable promotional activities related to the Contest, such as interviews, testimonials, or social media features, subject to separate agreement with Sponsor as appropriate.

15. Limitation of Liability

By participating in the Contest, Participants agree that Sponsor and its affiliates, officers, directors, employees, and agents shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or related to participation in the Contest, acceptance or use of any Prize, or any errors, interruptions, or malfunctions in the operation of BlackShares or the Contest.

Sponsor is not responsible for lost, late, misdirected, incomplete, illegible, or undeliverable communications; for any technical or human error that may occur in the administration of the Contest; or for any damage to any Participant's or other person's computer or device related to or resulting from participation in the Contest. In no event shall Sponsor's aggregate liability arising out of or relating to the Contest exceed the total value of the Prizes actually awarded for the Milestone at issue.

16. Governing Law

The Contest and these Official Rules are governed by and shall be construed in accordance with the laws of the State of Georgia, without giving effect to any choice-of-law or conflict-of-law rules that would result in the application of the laws of any other jurisdiction.

Any disputes arising out of or relating to the Contest or these Official Rules shall be resolved exclusively according to the DISPUTE RESOLUTION terms set forth in the BlackShares Terms of Service.

17. Privacy

Participation in the Contest is subject to Sponsor's privacy practices. Information collected from Participants in connection with the Contest will be used in accordance with Sponsor's Privacy Policy, as posted on BlackShares and as may be updated from time to time.

By participating in the Contest, Participants consent to the collection, use, and disclosure of their personal information as described in Sponsor's Privacy Policy and as necessary for the administration of the Contest, including identity verification, Prize fulfillment, and tax reporting.

18. General Conditions

Sponsor reserves the right, in its sole discretion, to cancel, modify, or suspend the Contest, or any portion thereof, if fraud, technical failures, or any other factor beyond Sponsor's reasonable control impairs the integrity or proper functioning of the Contest. Sponsor may modify these Official Rules at any time, provided that any material changes will be communicated to Participants in a commercially reasonable manner.

If any provision of these Official Rules is held to be invalid or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect. Failure by Sponsor to enforce any term of these Official Rules shall not constitute a waiver of that provision.

19. Sponsor Contact Information

The Contest is sponsored by Upsides Network LLC DBA BlackShares. Any questions, comments, or requests for a copy of these Official Rules may be directed to Sponsor at the contact information below.

Upsides Network LLC DBA BlackShares
2300 Lakeview Parkway Suite 700, Alpharetta, GA, 30009
Email: info@blackshares.com