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Sweepstakes Terms and Conditions


Effective Date: April 3, 2023.

These are the official rules (the “Official Rules”) that govern the Sweepstakes / Giveaway (the “Sweepstakes”). Participation in the Sweepstakes constitutes Entrant’s (defined below) full and unconditional acceptance of these Official Rules.

  1. Host. This Sweepstakes is promoted, sponsored, and administered by FlipMetrics, Inc. (the “Host”). The Host shall conduct the Sweepstakes substantially as described in these Official Rules.
  2. Eligibility. This Sweepstakes is open to all natural persons who are legal residents of the United States and District of Columbia and any other locations where the Sweepstakes is not prohibited (the “Territory”) who are at least eighteen (18) years old at the time of entry (or the age of majority in entrant’s applicable jurisdiction), or at least thirteen (13) years old with parental consent (the “Entrants”). Entrants shall not include persons residing in other territories, such as Puerto Rico, Guam, or the U.S. Virgin Islands, or any other jurisdiction where the Sweepstakes is prohibited. Entrants also shall not include employees, or shareholders of the Host and their family members. The Sweepstakes is subject to federal, state, and local laws and regulations. Offer is void where prohibited by law.
  3. Entry Period. The Sweepstakes will begin on April 4, 2023 and shall end on April 17, 2023 (the “Entry Period”). The official timekeeping clock shall be the Host’s clock. Entrant’s entry must be received by the Host within the Entry Period to be entered into the Sweepstakes.
  4. Entry. NO PURCHASE NECESSARY TO ENTER. During the Entry Period, Entrants will be permitted to enter the Sweepstakes by:
    1. Creating a Flip Account.
    2. Completing the onboarding steps needed to achieve 100% account completion inside of the Flip onboarding flow. Completion is trackable at via the account progress bar;
    3. Tweeting out your Flip referral link. This can be done via the “tweet it” button on account onboarding or can be achieved by copying the link from and tweeting.

(4(a) – 4(c) collectively the “Entrance Method”)

Entries made by an Entrant but not received or accepted by the Host are void, and the Host is not responsible for any entries not received or accepted. Any fraudulent interference with the entry process or attempt to breach these Official Rules may result in Entrant’s disqualification from the Sweepstakes in the sole discretion of the Host. (If you use a mobile device to enter, your wireless-service provider’s data rates may apply.)

  1. Declaration of Compliance Consent. By entering this Sweepstakes, each Entrant is consenting to and agreeing with the Declaration of Compliance stated below as Exhibit A (the “Declaration of Compliance”).
  2. Limitations on Entries. An Entrant gets one entry for completing the Entrance Steps described above, for a total of up to one (1) entry per Entrant. For the avoidance of doubt, an Entrant may not enter the Sweepstakes more than once. An Entrant may not use multiple Flip accounts or email addresses to submit an entry. Entries received from any person or account in excess of the stated limitation will be void, and the Host may choose to disqualify the Entrant in breach of these Official Rules.
  3. Winner Drawing.
    • Starting on April 17 at 12pm EDT, the Host will begin to select one (1) entry from Entrants in a random drawing from among all eligible entries received (the “Potential Winners”).. The odds of being selected depend on the number of entries received. The Host will airdrop the asset (the Prize) to the Winners with an announcement on Twitter. Additional Entrants will be chosen through April 21st until all prizes are distributed.
    • Prize. There are twelve (12) prizes total. The “Winners” (defined below) of the Sweepstakes will each receive one (1) prize each from a list of NFTs for the Sweepstakes. The prize list is as follows: one (1) Sappy Seal, one (1) Lilpudgy, one (1) Party Bear, one (1) FriendShip Bracelet, one (1) ENS, three (3) Rug Radio Faces of Web3, three (3) Mecha Penguins, and one (1) 0xcoffee pass
    • The Prize may be delivered to each Winner by manner and means that are in the sole and absolute discretion of the Host. Further, in lieu of the Prize, the Host may in its sole discretion instead deliver the value of the Prize to the Winner. The Winner will be solely responsible for any tax obligations that arise as a result of receiving the Prize. The Prize will be fulfilled within approximately four (4) weeks of the conclusion of the Sweepstakes.
  4. Winner Qualification. Without limiting each Entrant’s consent and agreement with the Declaration of Compliance as stated in Section 5 of these Official Rules,, by entering the sweepstakes, each Potential Winner agrees to the Declaration of Compliance, in order to claim the Prize. If a Potential Winner cannot be contacted and/or provide the delivery information within the required time period, or the Prize is returned as undeliverable or does not reach the intended Potential Winner for any reason, the Potential Winner forfeits any right to the Prize. All Entrants, Potential Winners, and the Winners (as applicable) must continue to comply with all terms and conditions of these Official Rules and winning is contingent upon fulfilling all other applicable requirements, as determined by the Company. In the event that a Potential Winner is disqualified for any reason, Host will award the Prize to an alternate Potential Winner by random drawing from among all remaining eligible entries. Only two (2) alternate drawings will be held, after which the Prize will remain un-awarded, to the extent permitted by law.
  5. Publicity Rights. The Winners (and/or Potential Winners, as applicable) grant to the Host a worldwide, fully paid up, royalty free, irrevocable, sublicensable and transferable license to the Winner’s (and/or Potential Winner’s, as applicable) Flip username, social handles, avatars, and any other content produced as a result of entering the Sweepstakes and/or winning the Sweepstakes (the “Material”) in connection with the promotion, marketing, being listed on the winners list, and making historical reference to this Sweepstakes.
  6. Indemnification. By submitting an entry in the Sweepstakes, each Entrant agrees to indemnify, defend, and hold harmless the Host and its affiliates, designees, parents, subsidiaries, employees, directors, officers, representatives and agents from: (a) any and all claims, demands, causes of action and judgments (including attorney’s fees, court costs and expert’s fees) arising out of or relating to any breach by the Entrant of the terms and conditions of these Official Rules and/or the Declaration of Compliance, including any representations and warranties; (b) any other losses, damages, rights, claims and actions of any kind in connection with or resulting from the entrants participation in the Sweepstakes or acceptance of any prize, including, without limitation, personal injury, death, and property damage, and claims based on publicity rights, defamation, or invasion of privacy; and (c) use by the Host of Entrant’s entry submission or Winner’s (and/or Potential Winner’s, as applicable) Material as set forth in these Official Rules.
  7. Disclaimer, Release and Limit of Liability. The Host makes no representations or warranties of any kind, express or implied, regarding any prize or entrant’s participation in the Sweepstakes. By participating in the Sweepstakes, Entrants agree to release and hold harmless the Host, and each of their respective parents, subsidiaries, affiliates, advertising and promotion agencies, other companies associated with the Sweepstakes, and each of their respective officers, directors, employees, shareholders, representatives, and agents (the "”Released Parties”) from and against any claim or cause of action arising out of participation in the Sweepstakes or receipt or use of the prize (including any travel or activity related thereto), including, without limitation: (a) any technical errors associated with the Sweepstakes, including lost, interrupted or unavailable Internet Service Provider (ISP), network, server, wireless service provider, or other connections, availability or accessibility or miscommunications or failed computer, satellite, telephone, cellular tower or cable transmissions, lines, or technical failure or jumbled, scrambled, delayed, or misdirected transmissions or computer hardware or software malfunctions, failures or difficulties; (b) unauthorized human intervention in the Sweepstakes; (c) mechanical, network, electronic, computer, human, printing or typographical errors; (d) any other errors or problems in connection with the Sweepstakes, including, without limitation, errors that may occur in the administration of the Sweepstakes, the announcement of the Winner, or the cancellation or postponement of the Sweepstakes; or (e) injury, death, losses or damages of any kind, to persons or property which may be caused, directly or indirectly, in whole or in part, from Entrants participation in the Sweepstakes or acceptance, receipt or misuse of the Prize (including any travel or activity related thereto). Entrant further agrees that in any cause of action, the Released Parties liability will be limited to the greater of (i) the cost of entering and participating in the Sweepstakes, if any, or (ii) the sum of Fifty Dollars ($50), and in no event shall the Entrant be entitled to receive attorney's fees. Released Parties are also not responsible for any incorrect or inaccurate information, whether caused by site users, tampering, hacking, or by any equipment or programming associated with or utilized in the Sweepstakes. Entrant waives the right to claim any damages whatsoever, including, but not limited to, punitive, consequential, direct, or indirect damages.
  8. General Terms. In the event that the operation, security, or administration of the Sweepstakes is impaired in any way for any reason, including, but not limited to fraud, virus, bug, worm, unauthorized human intervention or other technical problem, or in the event the Sweepstakes is unable to run as planned for any other reason, as determined by Host in its sole discretion, the Host may, in its sole discretion, either (a) suspend the Sweepstakes to address the impairment and then resume the Sweepstakes in a manner that best conforms to the spirit of these Official Rules or (b) terminate the Sweepstakes and, in the event of termination, award the prize at random from among the eligible, non-suspect entries received up to the time of the impairment. The Host reserves the right in its sole discretion to disqualify any individual it finds to be tampering with the entry process or the operation of the Sweepstakes or to be acting in violation of these Official Rules or in an unsportsmanlike or disruptive manner. Any attempt by any person to damage the Host or undermine the legitimate operation of the Sweepstakes may be a violation of criminal and civil law, and, should such an attempt be made, the Host reserves the right to seek damages (including attorney's fees) and any other remedies from any such person to the fullest extent permitted by law. Failure by the Host to enforce any provision of these Official Rules shall not constitute a waiver of that provision.
  9. Data. The Host collects information from each Entrant when the Entrant enters the Sweepstakes. The Host will treat all personal information in accordance with any applicable data protection laws and Flip’s Privacy Policy.
  10. Arbitration. By participating in the Sweepstakes, each Entrant agrees that should a dispute arise in any manner concerning or relating to this Agreement between the Entrant and the Host, including the arbitrability of this Agreement, other than injunctive relief and equitable relief, the dispute shall be submitted to and settled by binding and confidential arbitration in accordance with the rules of the American Arbitration Association in Delaware. Parties involved in arbitration shall bear their own legal fees and costs in any arbitration and shall equally split the fees of the arbitration and the arbitrator. Any decision and findings of the arbitrator shall be final and binding on the Parties and held confidential by the Parties, and the Parties agree to execute all documents necessary to maintain such confidentiality.
  11. Governing Law and Disputes. Each Entrant agrees that any and all disputes, claims and causes of action arising out of, or connected with, the Sweepstakes or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by the appropriate court located in Delaware. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, Entrants rights and obligations, or the rights and obligations of the Host in connection with the Sweepstakes, shall be governed by, and construed in accordance with, the laws of Delaware, without giving effect to any choice of law or conflict of law rules.
  12. Winner List. The winners will be announced on Twitter following the drawing. To receive a full list of the Winners who received the Prizes, any individual may request the same by mailing a self-addressed, postage-paid envelope to: 1108 Lavaca St Ste 110-207, Austin, TX, 78701.


Declaration of Compliance

By participating in this the Sweepstakes I, _____________________, am submitting this Declaration of Compliance to the Host with the understanding that it will be relied upon by Host in connection with my having been selected the winner of the Sweepstakes. All capitalized terms shall have the same definition as those set forth in the Official Rules of the Sweepstakes.

I represent that I am eligible to win the Prize;

I represent that I satisfy all eligibility requirements set forth in the Official Rules, which I acknowledge I have read and understood, and any other requirements imposed by law;

I hereby represent and affirm that I have read, understood, complied with and will continue to comply with all the rules, regulations, and terms and conditions set forth in the Official Rules;

I have not perpetrated and will not perpetrate any fraud or deception in connection with the contest and have not sought to influence the outcome other than by participating as expressly permitted in the Official Rules;

I will be responsible for all applicable taxes on the Prize and hereby agree to indemnify and hold harmless the Host for any claim by any governmental agency relating back to the collection of said taxes;

I understand that any non-compliance with the Official Rules may result in my disqualification from the Sweepstakes and other penalties from the Host, including, without limitation, loss of the Prize;

I hereby grant the Host an irrevocable fully paid up, worldwide, royalty free, sublicensable and transferable license to display, create derivatives of, and otherwise use my Flip User Name, social media account names, and wallet address in connection with the promotion, marketing, and making historical reference to this Sweepstakes.

Flip User Name: ____________________

Wallet address: ____________________