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b spot Charity 'Playing For Good' Terms and Conditions

PLAYING FOR GOOD!
B SPOT CHARITY RELIEF DRIVE TERMS AND CONDITIONS

          Game Play Network, Inc. d/b/a b spot (“Sponsor”, “Company”, “b spot” or “GPN”) and Charity on Top Foundation, Inc., an organization exempt from federal income taxation under section 501(c)(3) of the Internal Revenue Code (“COT”) (each a “Party”, and collectively, the “Parties”), have created this charitable donation program (the “Charity Relief Drive” or “Promotion”) for the benefit of certain participating charities (such charities, the “Beneficiaries”). The principal charitable purpose of the Charity Relief Drive is to raise money for charitable organizations in need of additional donations due to the financial impact of the current pandemic and global emergency.

          Each Beneficiary will receive a unique link and sign-up code for distribution to its donors, supporters and friends. Sponsor’s monthly donation (such donated amounts, the “Donation”) to COT, on behalf of each Beneficiary, will equal 50% of all “Net Gaming Revenue” derived in 2020 from new b spot players who sign up with that charity’s unique link or code (“Referred Players”).

To be a Referred Player, you must be at least 21 years old and a legal resident of one of the States listed here: https://support.bspot.com/hc/en-us/articles/203660010

          COT will then facilitate and donate to each Beneficiary its respective share of the Donation less (i) 2.75% of said share, and (ii) the Beneficiary’s proportionate share of a fixed Promotion service fee of $8,500.00 (which proportionate share will be based on a formula or calculation reasonably determined by COT in order to “spread” said fixed fee among all Beneficiaries during the term of the Promotion), which percentage amount and fixed service fee shall be retained by COT as compensation and reimbursement for its consulting, customer relation, bookkeeping, accounting, reporting and payment processing services in connection with the Promotion.

          Following the distribution of all amounts to the Beneficiaries, Sponsor will also donate 50% of its “Net Profit” to COT, insofar as any such Net Profit exceeds the aggregate Donations.

          Nevertheless, in order to ensure meaningful funds are donated regardless of the amounts yielded by the Net Gaming Revenue and Net Profit calculations, Sponsor has agreed to donate an aggregate amount of not less than $100,000 to COT in respect of the Promotion.

          Players’ purchases do NOT qualify for federal tax deduction under section 170(c) of the Internal Revenue Code of 1986, 26 U.S.C. § 170(c).

          Financial and other information about Game Play Network, Inc.’s charitable activities can be obtained by contacting info@bspotcharity.com or by contacting the b spot Charity Division at 10866 Wilshire Blvd., Suite 700, Los Angeles, California 90024.

          Financial and other information about Charity on Top Foundation, Inc.’s purpose, programs and activities can be obtained by contacting charitysupport@charityontop.org or by contacting Charity Support at 177 E Colorado Blvd Suite #200 Pasadena, CA 91105, or for residents of certain states, as stated at the bottom of these terms and conditions.

 

DEFINITIONS

          “Net Gaming Revenue” or “NGR” means the revenue earned by Company from wagers made via the Platform (as defined below), less: (1) regulatory fees, content-related fees and processing fees; (2) onboarding & deposit processing expenses; (3) “player incentive” promotional payments, bonuses, loyalty credits and cash or play rewards which Company provides to its Players (as defined below); and (4) game development, branding, licensing and distribution fees and expenses.. Other expenses NOT deducted for purposes of calculating NGR, include, without limitation, corporate overhead, legal and accounting fees, and company-wide advertising and marketing expenses.

          “Net Profit” as used throughout the Promotion marketing materials means “Promotion Adjusted Net Income.” Promotion Adjusted Net Income means GPN’s net income, calculated in accordance with accounting principles generally accepted in the United States of America (a/k/a US GAAP), plus the aggregate amount of Donations paid by GPN during, or owed by GPN in respect of, the year ended December 31, 2020 (adding back the Donations to GPN’s net income ensures that the Donations are not “double deducted” for purposes of calculating the amount of any net profit to be donated).

          “Platform” means Company’s proprietary software and technology platform enabling real money on-line wagering in conjunction with mobile, social and casual games and other interactive entertainment applications that are distributed to consumers through a variety of game distribution platforms and channels.

          “Player” means any person meeting the following criteria: (i) the person is at least 21 years old and has established an account with the Platform; and (ii) the person has placed real money wagers via the Platform in a State. “Player” may include a person who qualifies as a “Referred Player.”

 

CALCULATION OF NET GAMING REVENUE

          No later than the 90th day after each 2020 calendar month, Company shall pay to COT 50% of all “Net Gaming Revenue attributable to Referred Players” during the prior month. “Net Gaming Revenue attributable to Referred Players” in the foregoing calculation for each State shall be the total amount of wagers placed by Referred Players in that State in the applicable period multiplied by that State’s Average Net Gaming Revenue Percentage for that same period.

          By way of example, if the total amount of wagers revealed by a certain Beneficiary’s Oregon Referred Players in July 2020 was $100K and the Average Net Gaming Revenue Percentage for that State was 10% for that month, then, with respect to the State of Oregon, the “Net Gaming Revenue attributable to Referred Players” for that Beneficiary’s Oregon Referred Players would be $10,000, and the Donation made to COT by GPN on behalf of that Beneficiary would therefore be $5,000.

          The range of Net Gaming Revenue for each $1.00 wagered has historically been approximately $0.02 to $0.12.

          Net Gaming Revenue for each dollar wagered via the Platform will vary based on a number of factors, including, without limitation, (i) the fee charged to GPN for content throughout the world; (ii) the State in which the Player resides; (iii) the specific game the Player elects to play to reveal the results of his or her wagers; (iv) the device upon which the game is played; (v) the location of said device; and (vi) the amount of payments and rewards which GPN provides to its Players from time to time in connection with contests and promotions.

 

CALCULATION OF NET PROFIT

          In addition to donating 50% of its Net Gaming Revenue as set forth above, GPN will donate the amount (if any) by which (i) fifty percent (50%) of its Promotion-Adjusted Net Income for calendar year 2020, as determined by GPN’s independent certified public accounting firm, exceeds (ii) the aggregate amount of Donations paid or owed by GPN to COT in respect of the Promotion for calendar year 2020.

          Due to many economic and business factors, such as the COVID-19 pandemic and negative economic trends including (i) the persistence of unprecedented unemployment levels in the U.S. and the effect thereof on consumer discretionary spending; and (ii) the suspension of live horse racing throughout the world (which is the backbone of b spot’s gaming platform), b spot’s net income for 2020 may be materially and adversely affected thereby and, as such, it is possible that it may not generate any positive Promotion-Adjusted Net Income this year. Nevertheless, the Charity Relief Drive is structured to ensure that Donations equal to 50% of b spot’s Net Gaming Revenue from Referred Players will be paid to COT, on behalf of all participating charities, regardless of b spot’s year-end net income. Nevertheless, in order to ensure meaningful funds are donated regardless of the amounts yielded by the Net Gaming Revenue and Net Profit calculations, Sponsor has agreed to donate an aggregate amount of not less than $100,000 to COT in respect of the Promotion.

 

STATE DISCLOSURE STATEMENTS 

          Colorado: Colorado residents may obtain copies of registration and financial documents of Charity on Top Foundation, Inc. from the office of the Secretary of State, 303-894-2860, www.sos.state.co.us

          Delaware: This campaign is being sponsored by Game Play Network, Inc. on behalf of Charity on Top Foundation, Inc. Donors may email either entity at info@bspotcharity.com or charitysupport@charityontop.org to inquire how the funds will be allocated between administrative costs and actual charitable use.

          Florida: A COPY OF THE OFFICIAL REGISTRATION AND FINANCIAL INFORMATION OF CHARITY ON TOP FOUNDATION, INC. MAY BE OBTAINED FROM THE DIVISION OF CONSUMER SERVICES BY CALLING TOLL-FREE, WITHIN THE STATE, 1-800-HELP-FLA OR AT www.FloridaConsumerHelp.com. REGISTRATION DOES NOT IMPLY ENDORSEMENT, APPROVAL, OR RECOMMENDATION BY THE STATE.

          New York: A copy of Charity on Top Foundation, Inc.’s most recently filed financial report is available from the Charities Registry on the New York State Attorney General’s website at www.charitiesnys.com or, upon request, by contacting the New York State Attorney General, Charities Bureau, 28 Liberty Street, New York, NY 10005, or Charity on Top Foundation, Inc. at charitysupport@charityontop.org or Charity Support at 177 E Colorado Blvd Suite #200 Pasadena, CA 91105. You may obtain information on charitable organizations from the New York State Office of the Attorney General at www.charitiesnys.com or (212) 416-8401.2

          West Virginia: West Virginia residents may obtain a summary of Charity on Top Foundation, Inc.’s registration and financial documents from the Secretary of State, State Capitol, Charleston, WV 25305.

          Wisconsin: A financial statement of Charity on Top Foundation, Inc. disclosing assets, liabilities, fund balances, revenue and expenses for the preceding fiscal year will be provided to any person upon request. CONTRIBUTIONS ARE DEDUCTIBLE FOR FEDERAL INCOME TAX PURPOSES IN ACCORDANCE WITH APPLICABLE LAW. REGISTRATION IN A STATE DOES NOT IMPLY ENDORSEMENT, APPROVAL, OR RECOMMENDATION OF CHARITY ON TOP FOUNDATION BY THE STATE.

 

 

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