Tierlock Appendix A

This Appendix A is incorporated into and made part of the Tierlock Member Terms of Service and the Tierlock Operator Terms of Service (each, a “Governing Agreement”). If there is a conflict between this Appendix A and a Governing Agreement, this Appendix A controls as to payment, Wallet, reversal, settlement, hold, Reserve, setoff, clawback, and related funds-flow matters.

1. APPLICABILITY

1.1 Scope. This Appendix A is a shared document. Part I applies to both Members and AGOs. Part II applies only to Members in their relationship with Tierlock. Part III applies only to AGOs in their relationship with Tierlock. Part IV contains general provisions that apply to both.

1.2 No Member-AGO Privity. Nothing in Part II creates any right or obligation between Members and AGOs. Nothing in Part III creates any right or obligation between AGOs and Members.

2. DEFINITIONS

2.1 Capitalized Terms. Capitalized terms used in this Appendix A and not defined below have the meanings given to them in the applicable Governing Agreement.

2.2 “AGO Tender” means value, including USDC, supported digital asset value, or other value, actually received by or credited to Tierlock from or on behalf of an AGO for the credit or benefit of a Member, as reflected in Tierlock’s platform records.

2.3 “Chargeback” means any Payment Reversal arising under card-network or card-like network dispute or reversal procedures.

2.4 “Final Settlement” means settlement that Tierlock has released in the ordinary course and that is no longer subject to a pending Payment Reversal, Reserve, hold, or review, without prejudice to any later recovery permitted by applicable law, Payment Processor rule, card-network rule, or this Appendix A.

2.5 “Merchant of Record Role” means Tierlock’s role as contractual merchant of record in the payment processing chain for applicable Transactions, as referenced in Section 4.6 of the Member Terms of Service and Section 3.5 of the Operator Terms of Service. In the Merchant of Record Role, Tierlock may facilitate payment and coordinate payment-channel disputes, including Chargebacks and other Payment Reversals, but is not a Payment Processor, is not the AGO, and is not the provider of any AGO Offering.

2.6 “Net Settlement Amount” means the amount otherwise payable by Tierlock to an AGO in respect of Transactions, after application of the Discount (as defined in the Operator Terms of Service), fees, Reserves, holdbacks, setoff, clawback, Payment Reversal adjustments, and other permitted deductions under this Appendix A or the applicable Governing Agreement.

2.7 “Reserve” means any holdback, rolling reserve, transaction-level hold, settlement reserve, delayed release, or similar retained value withheld from settlement to an AGO.

2.8 “Wallet Receipt Role” means Tierlock’s distinct, limited-purpose role when Tierlock receives and holds USDC or other supported value for a Member in the Wallet. In the Wallet Receipt Role, Tierlock acts as a limited-purpose receipt-and-handling intermediary and not as a bank, trust company, custodian, fiduciary, broker, or deposit-taking institution.

PART I: SHARED TERMS APPLICABLE TO MEMBERS AND AGOS

3. TIERLOCK’S ROLE; NO CUSTODY; WALLET CARVEOUT

3.1 Merchant of Record Role. In connection with applicable Transactions, Tierlock acts in the Merchant of Record Role. Tierlock is not a Payment Processor, is not the AGO, and is not the provider of any AGO Offering.

3.2 No Custody in the Payment Chain. In the Merchant of Record Role, Tierlock does not hold funds or property for any Member or any AGO in trust, escrow, bailment, fiduciary custody, or similar protected capacity. Rights arising in payment-chain flows are subject to Payment Processor rules, card-network rules, applicable law, Payment Reversals, Reserves, holds, and this Appendix A. Each Member and each AGO acknowledges and agrees to the foregoing.

3.3 Wallet Carveout. Section 3.2 does not eliminate the separate Wallet Receipt Role described in Part II. Where Tierlock receives and holds Wallet value for a Member, Tierlock does so under the limited-purpose rules of Part II and not as a bank, trust company, brokerage, custodian, or deposit-taking institution.

3.4 No Agency; No Fiduciary Relationship. Except to the limited extent expressly described in this Appendix A with respect to the Merchant of Record Role and the Wallet Receipt Role, Tierlock is not the agent, broker, trustee, fiduciary, or financial advisor of any Member or AGO, and is not the partner or joint venturer of any AGO.

4. CONDITIONALITY AND THIRD-PARTY DEPENDENCE

4.1 Conditional Approval. Any access, clearance, Transaction status, Wallet credit, settlement status indicator, or payout display that appears through the Service is conditional unless and until the underlying payment, transfer, or settlement is fully processed to Tierlock’s satisfaction and is not subject to a Payment Reversal, processor hold, fraud review, sanctions review, AGO-side issue, or other operational or legal restriction.

4.2 No Guarantee of Payment, Settlement, or Finality. Tierlock makes no representation or warranty that any payment, Wallet credit, settlement, or payout is or will be final, irrevocable, uninterrupted, timely, or immune from reversal, delay, restriction, or adjustment.

4.3 Third-Party Dependence. Payment and settlement flows depend on Payment Processors, banks, card networks, blockchain infrastructure, service providers, and legal and regulatory constraints. Tierlock is not responsible for the acts, omissions, failures, or delays of third parties, except to the extent non-waivable law requires otherwise.

4.4 Compliance and Risk Controls. Tierlock may delay, block, reverse, suspend, hold, reserve, refuse, or unwind any payment-related event for fraud, sanctions, anti-money-laundering, Payment Processor rule, card-network rule, suspicious activity, legal process, court order, operational risk, or violation of the applicable Governing Agreement. Tierlock will exercise its rights under this Section reasonably and in good faith, consistent with Payment Processor rules, card-network rules, applicable law, and its risk controls.

5. SCOPE OF DISPUTE AUTHORITY

5.1 Payment-Channel Disputes. Tierlock’s authority in the Merchant of Record Role extends to payment-channel disputes, including Chargebacks, Payment Reversals, processor reversals, ACH returns, unauthorized-transaction determinations, and related payment-chain matters. Tierlock may take any step reasonably necessary in that capacity, including submitting, defending, or declining to contest a dispute in accordance with Payment Processor rules, card-network rules, and applicable law.

5.2 No Adjudication of AGO Offerings. Tierlock does not adjudicate substantive disputes between a Member and an AGO regarding prize entitlement, prize amount, prize fulfilment, sweepstakes outcomes, entry treatment, gameplay conduct, AGO disclosures, or AGO-side performance of any AGO Offering. Final determinations on such matters remain with the AGO.

5.3 Protective Action Preserved. Notwithstanding Section 5.2, Tierlock may hold, freeze, restrict, delay, reserve, or reverse related Wallet activity, settlement flows, or other payment-channel events where reasonably necessary while a Member’s dispute with an AGO, a processor inquiry, a legal matter, or a compliance concern remains pending.

6. COOPERATION, RECORDS, AND NO DOUBLE RECOVERY

6.1 Cooperation. Members and AGOs shall cooperate promptly with Tierlock in connection with verification requests, processor inquiries, Payment Reversal investigations, Chargeback handling, fraud investigations, legal and compliance reviews, and related documentation requests.

6.2 Records as Evidence. Tierlock’s processor records, platform logs, Wallet ledger, blockchain records, and related platform records will be treated as prima facie evidence of the matters reflected therein, absent manifest error.

6.3 No Double Recovery. If the same event gives rise to claims against both a Member and an AGO, Tierlock may pursue recovery from both but shall not obtain double recovery for the same loss.

PART II: MEMBER-SPECIFIC PROVISIONS

7. PAYMENT METHOD AUTHORIZATION AND AGO-DIRECTED FLOWS

7.1 Payment Processors. Tierlock may use one or more Payment Processors to support Transactions, holds, authorizations, charges, credits, Payment Reversals, settlements, Wallet activity, or related payment flows. Your use of payment-related features may be subject to additional Payment Processor terms and rules.

7.2 Authorization to Charge and Process. By linking or using a Supported Payment Method or initiating or authorizing a Transaction, you authorize Tierlock and its Payment Processors to place authorizations, validate credentials, charge your Supported Payment Method, receive funds, process adjustments, process credits, process reversals, and otherwise act on your instructions as necessary to support the Transaction or related payment flow.

7.3 Method Ownership and Accuracy. You represent and warrant that each Supported Payment Method you link or use belongs to you or is otherwise lawfully authorized for your use, and that all related billing and identity information is accurate and current.

7.4 AGO-Directed Settlement Authorization. You authorize Tierlock to facilitate or direct settlement to or for the benefit of the applicable AGO in connection with each Transaction that you authorize.

7.5 AGO-to-Wallet Receipt Authorization. You authorize Tierlock to receive USDC or other supported value from an AGO on your behalf under the Wallet Receipt Role and to credit such value to your Wallet, subject to these Terms and this Appendix A.

8. PAYMENT REVERSALS, HOLDS, AND RECOVERY

8.1 Payment Reversals. If a Transaction is charged back, disputed, returned, reversed, rejected, clawed back, or later determined to be unauthorized, invalid, or non-settled, Tierlock may immediately reverse or recapture any corresponding access, entries, value, Wallet credits, digital assets, payouts, promotional benefits, or other rights or amounts associated with that Transaction.

8.2 Post-Consumption Recovery. You acknowledge and agree that if you received access, entries, services, benefits, or other value based on a Transaction that is later subject to a Payment Reversal, Tierlock may reverse, invalidate, or recover the corresponding value even if the underlying AGO Offering or related benefit has already been used, consumed, or completed.

8.3 Restrictions Pending Review. Upon any actual or suspected Payment Reversal, Tierlock may freeze your account or Wallet, suspend AGO access, pause or cancel payouts, restrict Supported Payment Methods, require additional verification, or take any other reasonable step to mitigate loss or risk.

8.4 Reimbursement Obligation. You agree to reimburse Tierlock for all Payment Reversals, Chargeback fees, processor fees, administrative fees, investigation costs, legal costs, collection costs, and other losses arising from or relating to a Transaction associated with your account, to the extent caused by your conduct, payment method, or Transaction activity.

8.5 Challenge Process. If Tierlock notifies you of a Payment Reversal allocation or recovery determination, you may submit supporting documentation within five (5) business days after notice. Tierlock will review such materials reasonably and in good faith, consistent with applicable Payment Processor and card-network rules. Tierlock’s determination will be binding absent manifest error.

8.6 Holds and Delays. Tierlock may impose temporary or extended holds on Transactions, Wallet credits, or payouts where reasonably necessary for fraud prevention, Chargeback mitigation, sanctions compliance, legal compliance, processor requirements, AGO-side review, dispute resolution, account verification, or operational integrity.

8.7 Conditions Precedent to Release. Tierlock may delay or withhold release, use, transfer, or payout of Wallet value or other funds unless and until all applicable conditions precedent are satisfied, including: (a) successful verification; (b) successful settlement of the underlying Transaction; (c) expiration or resolution of any relevant Payment Reversal, dispute, or fraud review; (d) absence of legal or processor restrictions; and (e) compliance with these Terms and any applicable AGO or Payment Processor requirements.

8.8 Setoff. To the fullest extent permitted by applicable law, Tierlock may set off or offset any amounts you owe to Tierlock or its affiliates under these Terms against any amount otherwise due or payable to you through the Service, including Wallet balances, payouts, credits, adjustments, or other amounts associated with your account. Tierlock will provide prompt notice of setoff where reasonably practicable, except where notice is prohibited by law, processor or network rules, legal process, or fraud-prevention needs.

8.9 Member Hold-Harmless. You assume the risk of Payment Reversals, Chargebacks, and related payment-channel losses attributable to your conduct, payment method, or Transaction activity, and you agree to hold Tierlock harmless from such matters. The foregoing is subject to non-waivable law and the carveouts for Tierlock’s gross negligence and willful misconduct in the Member Terms of Service.

9. WALLET RECEIPT ROLE

9.1 Distinct Role. When Tierlock receives and holds value in your Wallet, Tierlock does so in the Wallet Receipt Role, which is distinct from the Merchant of Record Role. Even in the Wallet Receipt Role, Tierlock is not a bank, trust company, brokerage, fiduciary, or depositary.

9.2 Limited Functionality. The Wallet supports only the functions that Tierlock expressly makes available. The Wallet may be limited to receipt and handling of USDC or other supported digital-asset value from or in connection with AGOs and may not be used as a general-purpose spending or deposit account.

9.3 Tender Governs. Tierlock credits only value actually constituting AGO Tender. Tierlock does not evaluate or adjudicate whether an AGO should have tendered more, less, or different value. Crediting an AGO Tender is not a determination of what the AGO owed you.

9.4 Addressing and Instruction Risk. You are responsible for the accuracy of any Wallet address, payment instruction, or transfer instruction that you provide or authorize. Tierlock may, but is not obligated to, refuse or delay suspicious or incorrect instructions.

9.5 Digital Asset Risks. Digital assets and related blockchain infrastructure may experience volatility, outages, forks, congestion, delays, technical failures, sanctions blocks, and irreversibility. Tierlock is not liable for such risks except to the extent non-waivable law requires otherwise.

9.6 No Rehypothecation. To the extent Tierlock holds or controls Wallet value pending settlement, review, or release, Tierlock will not invest, rehypothecate, lend, or otherwise deploy such value for its own speculative or investment purposes.

9.7 Wallet Restrictions and Controls. Tierlock may freeze, restrict, delay, reject, reverse, or refuse Wallet activity for legal, compliance, fraud, sanctions, technical, processor, AGO, or operational reasons, including pending investigations or suspected Payment Reversals.

9.8 Wallet Closure. Upon account termination or Wallet closure, Tierlock may continue to hold, restrict, or delay release of Wallet value for as long as reasonably necessary to satisfy pending Payment Reversals, disputes, legal requirements, sanctions controls, or other unresolved obligations.

10. PRIZE AND FULFILMENT DISPUTES

10.1 AGO Responsibility. If you believe an AGO owed you a different or greater prize, payout, fulfilment, or benefit than what Tierlock received or credited on your behalf, you must pursue that matter directly with the AGO. Tierlock does not adjudicate such disputes.

10.2 Notification Only. Tierlock may notify you of what has been tendered or credited by an AGO. Such notification is informational and is not a determination of what the AGO owed you.

10.3 Cooperation During Disputes. While any dispute described in Section 10.1 is pending, you shall continue to cooperate with Tierlock in connection with any related Wallet, settlement, or payment-channel activity, and Tierlock may exercise the protective rights described in Section 5.3.

PART III: AGO-SPECIFIC PROVISIONS

11. AGO SETTLEMENT

11.1 Conditional Settlement. Settlement to an AGO is conditional and is not final until Tierlock determines that the release conditions applicable to the relevant Transaction have been satisfied.

11.2 Net Settlement Amount. Settlement to an AGO is the Net Settlement Amount, calculated after application of the Discount, fees, Reserves, holdbacks, setoff, clawback, Payment Reversal adjustments, and other permitted deductions.

11.3 Depeg and Post-Initiation Digital-Asset Risk. The AGO bears any loss in the value of USDC or another supported stablecoin resulting from a depeg event, blockchain congestion, protocol failure, or third-party infrastructure failure occurring after a Transaction is initiated, consistent with the Operator Terms of Service.

12. RESERVES, HOLDBACKS, CLAWBACK, AND SETOFF

12.1 Reserves and Holdbacks. Tierlock may impose Reserves and holdbacks against AGO settlements as reasonably necessary based on Chargeback levels, fraud indicators, Payment Processor or card-network directives, legal risk, inadequate documentation, excessive complaints or disputes, AGO noncompliance, site or posting failures, or adverse operational change. Tierlock will exercise this right reasonably and in good faith.

12.2 AGO-Side Dispute Risk. As between Tierlock and an AGO, the AGO bears the risk of prize disputes, fulfilment failures, offer or site defects, misleading or incomplete disclosures, TEU or AMOE failures, sweepstakes-law noncompliance, operator-side illegality, operator-side support failures, and related disputes giving rise to Payment Reversals, Chargebacks, processor or network penalties, or related losses.

12.3 Clawback and Recoupment. Tierlock may claw back or recoup from an AGO any amounts previously settled to the AGO that arise from or relate to Payment Reversals, Chargebacks, Payment Processor or card-network penalties, fraud losses, prize or fulfilment disputes, AGO-side misrepresentation, AGO breach, AGO-side legal or compliance failures, TEU or AMOE noncompliance, or other losses allocated to the AGO under this Appendix A. Recoupment under this Section allocates economic exposure and does not adjudicate the underlying prize or fulfilment dispute.

12.4 Setoff. Tierlock may set off AGO obligations against current settlements, future settlements, Reserves, holdbacks, or other amounts otherwise payable to the AGO. The scope of setoff includes amounts arising from Payment Reversals, Chargeback fees, Payment Processor costs, investigations, reimbursements, fraud losses, indemnification obligations, taxes, penalties, collection costs, attorneys’ fees, and any other amounts owed in connection with the AGO’s use of the Service or any Transaction.

13. REPRESENTMENT AND DOCUMENTATION

13.1 Documentation Cooperation. The AGO shall provide transaction records, screenshots, offer disclosures, prize and fulfilment evidence, support records, and any other documents reasonably requested by Tierlock for purposes of dispute handling, representment, Payment Reversal investigation, or compliance review, within five (5) business days of request, or such shorter period as applicable Payment Processor or card-network rules require.

13.2 Representment Authority. Tierlock controls representment strategy in the Merchant of Record Role. The AGO is bound by representment positions taken by Tierlock reasonably and in good faith in that capacity for purposes of settlement and risk allocation as between Tierlock and the AGO.

13.3 Failure to Cooperate. If the AGO fails to cooperate or fails to provide documentation within the time period required under Section 13.1, Tierlock may, as reasonably necessary, deny, delay, cancel, reverse, or restrict any settlement, Transaction processing, or related payment activity; increase Reserves; suspend AGO access; allocate the resulting loss to the AGO; or take any combination of the foregoing.

14. AGO HOLD-HARMLESS AND TENDER

14.1 Hold-Harmless in Favor of Tierlock. The AGO assumes the risk of, and shall hold Tierlock harmless from, losses arising from or relating to: (a) prize or fulfilment disputes between the AGO and a Member; (b) Payment Reversals and Chargebacks attributable to the AGO side; (c) representment positions taken by Tierlock reasonably and in good faith in the Merchant of Record Role; (d) breach of the AGO’s warranties, representations, or covenants under the Operator Terms of Service; and (e) Payment Processor or card-network penalties assessed against Tierlock arising from AGO-side conduct. The foregoing is subject to non-waivable law and the carveouts for Tierlock’s gross negligence and willful misconduct in the Operator Terms of Service.

14.2 Tender Without Adjudication. Tierlock’s handling of AGO Tender for the benefit of a Member is operational only and does not adjudicate the AGO’s obligations to the Member. The AGO remains responsible to the Member for its own prize, fulfilment, and offering-level obligations.

PART IV: GENERAL PROVISIONS

15. PRECEDENCE, SURVIVAL, AND SAVINGS

15.1 Subject-Matter Precedence. This Appendix A controls over each Governing Agreement as to payment, Wallet, reversal, settlement, hold, Reserve, setoff, clawback, and related funds-flow matters. Each Governing Agreement controls as to all other subject matter. Within this Appendix A, a Part II or Part III provision controls over a Part I provision as applied to the counterparty addressed in Part II or Part III.

15.2 Body-Document Carveouts Preserved. The risk-allocation provisions of this Appendix A are subject to (a) any non-waivable law and (b) the carveouts for Tierlock’s gross negligence and willful misconduct set forth in the applicable Governing Agreement.

15.3 No Expansion of Tierlock Exposure. Nothing in this Appendix A creates any affirmative payment-chain liability on the part of Tierlock beyond what the applicable Governing Agreement already contemplates.

15.4 Savings Clause. Nothing in this Appendix A excludes or limits any liability or right to the extent such exclusion or limitation is prohibited by applicable law. If applicable law does not permit a limitation or allocation described in this Appendix A, such limitation or allocation will apply to the maximum extent permitted by law.

15.5 Survival. This Appendix A survives termination of each Governing Agreement as to unresolved settlements, Payment Reversals, Reserves, setoff, clawback, reimbursement, documentation and cooperation obligations, Wallet holds, release conditions, and all related rights and obligations.