CLIENT SPONSORSHIP AND STRATEGIC SESSION AGREEMENT

Version 1.1 – Comprehensive Regulatory-Compliant Edition

This Sponsorship and Strategic Session Agreement ("Agreement") is entered into between SHARPEDGE.CLUB ("Platform"), and the undersigned party ("Client"), as of the effective date of execution, for the purpose of governing the engagement between the Client and third-party professional wagering contractors ("Sharps") via the Platform’s infrastructure.

The Client agrees to each of the provisions enumerated below and acknowledges that this Agreement constitutes the sole controlling instrument regarding the Client’s participation in sponsored wagering sessions facilitated through SHARPEDGE.CLUB.

ARTICLE I – DEFINITIONS 1.1 "Strategic Session" shall mean a time-bound, performance-driven wagering engagement conducted by a Sharp using a funding allocation provided by the Client, for the purpose of executing proprietary strategy under independent discretion. Strategic Sessions do not constitute pooled betting activity, investment vehicles, securities arrangements, or joint ventures.

1.2 "Client" shall mean any individual or legal entity who initiates a sponsorship of a Strategic Session through the Platform. The Client shall hold no equity interest, profit expectation, managerial influence, or financial entitlement beyond what is defined in this Agreement.

1.3 "Sharp" refers to any third-party professional contractor retained independently for purposes of Strategic Session execution. Sharps are not employees, agents, or partners of SHARPEDGE.CLUB or the Client.

1.4 "Sponsorship" shall mean the transfer of funds by the Client to the Sharp for execution of a singular, isolated Strategic Session. The Sponsorship shall not be construed as a passive investment or financial contribution toward any enterprise or collective wagering pool.

1.5 "Discretionary Bonus" shall mean any post-session, non-contractual, voluntary financial token issued by a Sharp to a Client Sponsor. Bonuses are not owed, implied, advertised, guaranteed, accrued, or enforceable under law. No Client shall form financial expectations or interpret the existence of a bonus as a contractual entitlement.

ARTICLE II – NATURE OF ENGAGEMENT AND NON-INVESTMENT CERTIFICATION 2.1 The Client acknowledges and expressly certifies that the sponsorship of any Strategic Session is conducted for entertainment, performance appreciation, or skill-based educational observation, and is not structured, marketed, or interpreted as an investment opportunity or financial product.

2.2 The Client shall execute the following certification prior to session initiation:

“I, the undersigned Client, affirm that my engagement with SHARPEDGE.CLUB in sponsoring Strategic Sessions is not a financial investment. I understand and agree that no expectation of profit, passive yield, or return on funds exists within this structure. I disclaim reliance on the performance of third parties for financial benefit.”

2.3 Any use of Platform materials, language, or representations by the Client that suggest or imply investment intent shall constitute breach of this Agreement and result in immediate termination of access.

ARTICLE III – ROLES AND RESPONSIBILITIES 3.1 Client Responsibilities:

(a) The Client shall select a Sharp independently and fund a Strategic Session without pooling or syndication.

(b) All transfers of funds shall occur exclusively between the Client and the Sharp via approved third-party processors. SHARPEDGE.CLUB shall not receive, transmit, escrow, or access Client funds at any time.

(c) The Client shall pass a Know Your Customer (KYC) and Anti-Money Laundering (AML) verification process prior to onboarding and before accessing any sponsorship functionality.

(d) The Client shall refrain from using the Platform to facilitate gambling, promote investment opportunities, or solicit outside funding of any kind.

3.2 Sharp Responsibilities:

(a) Each Sharp shall operate as an independent contractor, subject to separate contractual terms and bound only to the scope of execution established prior to each Strategic Session.

(b) Sharps shall not promise, imply, or advertise profit likelihood or speculative return to any Client.

(c) Sharps shall submit post-session documentation in the form of factual wagering logs, excluding forecasts, commentary, or performance-based inducements.

(d) All compensation to Sharps shall be classified and reported in accordance with IRS Form 1099 under independent service income guidelines.

3.3 Platform Responsibilities:

(a) SHARPEDGE.CLUB shall provide digital infrastructure for Client–Sharp engagement, certification workflows, and session visibility.

(b) The Platform shall maintain encrypted session metadata and audit records compliant with applicable laws and accessible only to registered participants.

(c) The Platform shall not act as a broker, intermediary, financial custodian, betting facilitator, or representative of any Sharp or Client.

ARTICLE IV – FINANCIAL STRUCTURE AND ENGAGEMENT TERMS 4.1 Sponsorship is defined as a one-to-one funding agreement between Client and Sharp for the execution of a time-bound Strategic Session. No portion of the sponsorship may be redistributed or pooled across other sessions, clients, or third parties.

4.2 No financial obligation, return, yield, investment appreciation, or fiduciary entitlement shall accrue to the Client as a result of the Sponsorship.

4.3 Discretionary Bonuses:

(a) The Sharp may, without obligation or pre-negotiation, issue a financial gratuity to the Client following a Strategic Session.

(b) Such bonuses shall be issued voluntarily and shall not be presented or advertised by the Platform.

(c) The existence or history of bonus issuance shall not imply ongoing obligation or entitlement in subsequent Sponsorship engagements.

(d) Bonuses shall not be refundable, reversible, or factored into any refund request or service complaint.

ARTICLE V – PORTAL ACCESS, USER CONDUCT, AND RECORDS 5.1 Access to the SHARPEDGE.CLUB platform shall be granted only upon full legal certification, age verification (minimum twenty-one years of age), jurisdictional compliance confirmation, and execution of this Agreement.

5.2 Client conduct within the portal must adhere to laws governing gambling, wagering, investment solicitation, and consumer protection in the Client’s local jurisdiction. SHARPEDGE.CLUB shall not be liable for any violations arising from Client usage.

5.3 Session documentation shall be maintained for not less than seven years and shall include timestamps, transaction logs, audit confirmation, and ledger history. Clients are granted secure access to view and retrieve data pertaining to sessions in which they participated.

ARTICLE VI – REFUND POLICY 6.1 SHARPEDGE.CLUB operates under a firm non-refundable policy. No refund shall be granted under any circumstance once the following criteria are met:

(a) Funds are transferred from Client to Sharp and acknowledged by the recipient;

(b) A Strategic Session has commenced or reached completion;

(c) The Client accesses session data, records, or portal deliverables.

6.2 Discretionary Bonuses do not alter refund eligibility and are excluded from financial reconciliation under any condition.

6.3 Refunds may only be considered where:

(a) A Strategic Session is verifiably canceled prior to execution;

(b) Sharp misconduct is evidenced prior to initiation and funds have not been transferred.

All refund determinations are subject to SHARPEDGE.CLUB review and are final.

ARTICLE VII – REGULATORY SAFEGUARDS AND LEGAL POSITIONING 7.1 Securities Law (SEC): Sponsorship arrangements fail the four-prong Howey Test and are not considered securities under the Securities Act of 1933. Specifically:

(a) No pooling of funds occurs;

(b) No common enterprise exists;

(c) No expectation of profits is marketed or suggested;

(d) No reliance on the efforts of others for passive gain is present.

7.2 Federal Trade Commission (FTC): Platform access is gated, disclaimers are visible, and public marketing is prohibited. No false or misleading representations are permitted, and all promotional material is subject to legal review.

7.3 Taxation and Financial Compliance: SHARPEDGE.CLUB does not act as a financial institution. No money transmission services are provided. Sharps receive compensation as independent contractors. Clients are responsible for their own tax and financial reporting obligations.

7.4 State Gaming Regulation: SHARPEDGE.CLUB does not engage in gambling facilitation. All sessions are educational and strategic in nature. Platform does not hold risk, offer bets, or process outcomes. Local jurisdictional compliance is the sole responsibility of the Client.

ARTICLE VIII – TERMINATION, ENFORCEMENT, AND REMEDIES 8.1 SHARPEDGE.CLUB may suspend or revoke Client access in the event of:

(a) Material breach of this Agreement;

(b) Misrepresentation of engagement terms;

(c) Regulatory inquiry implicating Client activity.

8.2 Upon termination, SHARPEDGE.CLUB shall retain session data, certification logs, and transaction records and may disclose such documentation upon request from authorized regulatory agencies.

8.3 Client acknowledges that SHARPEDGE.CLUB shall bear no liability for loss of access, data availability, or financial restitution arising from termination or suspension pursuant to this Article.

ARTICLE IX – GENERAL PROVISIONS 9.1 Entire Agreement: This Agreement constitutes the full understanding between the Client and SHARPEDGE.CLUB and supersedes any prior communications.

9.2 Amendment: SHARPEDGE.CLUB reserves the right to modify this Agreement upon thirty (30) days’ notice. Continued participation following such notice shall constitute acceptance.

9.3 Severability: If any provision is deemed unenforceable, remaining clauses shall remain in full effect.

9.4 Jurisdiction: This Agreement shall be governed by the laws of the State of Nevada. Exclusive venue shall be the District Courts of Clark County.

9.5 Electronic Execution: This Agreement may be executed electronically, including via digital signature, click-wrap acceptance, or secure portal confirmation provided by SHARPEDGE.CLUB. Client acknowledges and agrees that such electronic execution shall have the same legal effect, force, and enforceability as physical signatures.

Client further agrees that electronic execution shall be governed under applicable laws including, but not limited to, the Electronic Signatures in Global and National Commerce Act (ESIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA), as adopted in the State of Nevada and any other applicable jurisdiction. Said execution shall be admissible in court and enforceable without objection on the basis of form or medium.