WILLIAMS RACING \ KRAKEN REAR WING NFT CONTEST OFFICIAL RULES

BY ENTERING THE CONTEST, YOU (“YOU”, “YOUR” OR “PARTICIPANT”) AGREE TO THESE OFFICIAL RULES AND THE KRAKEN.COM TERMS OF SERVICE WHICH ARE INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY, THE “OFFICIAL RULES”). THESE OFFICIAL RULES CONSTITUTE A CONTRACT BETWEEN YOU AND SPONSORS (AS DEFINED HEREIN). READ THE OFFICIAL RULES CAREFULLY BEFORE ENTERING. NO PURCHASE, PAYMENT, OR FUNDING NECESSARY TO PARTICIPATE OR WIN. PURCHASE, PAYMENT, OR FUNDING WILL NOT INCREASE YOUR CHANCES OF WINNING.

Void in New York and Washington, Afghanistan, Democratic Republic of the Congo, Republic of the Congo, Equatorial Guinea, Guinea-Bissau, Iraq, Japan, Libya, Russian Federation, South Sudan, Sudan, Tajikistan, a sanctioned jurisdiction (currently, Crimea, Donetsk, Cuba, Iran, Luhansk, North Korea and Syria), and anywhere else prohibited by law (each an “Ineligible Jurisdiction”).

1. Sponsors:

The Williams Racing & Kraken Rear Wing NFT Contest (“Contest”) is sponsored by Williams IP Holdings LLC, of Hamilton, Bermuda and Williams Grand Prix Engineering Limited, of Grove, Wantage, Oxon OX12 0DQ (“Williams”); and presented by Payward, Inc., a company incorporated in Delaware with registered number 5017249 and registered address at 16192 Coastal Highway, Lewes, Delaware 19958 (“Kraken” and, collectively with Williams, the “Sponsors”).

2. Eligibility to Participate in the Contest:

To be eligible for the Contest, you must be eighteen (18) years or older. All other persons are ineligible for this Contest. Sponsors reserve the right to verify the eligibility of any Participant at any time. Officers, directors, and employees of Sponsors, and their respective promotional partners and parents, affiliates and subsidiaries, participating, advertising and promotion agencies (and members of their immediate family and/or those living in the same household of each such employee) are also not eligible to enter the Contest. By entering the Contest, you are confirming you are eligible to do so and eligible to claim any prize you may win. Winning a prize is contingent upon fulfilling all requirements set forth herein. The Contest is void where prohibited by law. Participation constitutes your full and unconditional agreement to these Official Rules and Sponsors’ decisions, which are final and binding in all matters related to the Contest. The Contest is subject to all federal, provincial, territorial and local laws and regulations.

3. Contest Period:

The “Contest Period” will begin on August 1, 2023 and end on October 23, 2023. Contest entries will be accepted from 10:00 AM EDT on August 1, 2023 to 11:59 PM EDT on August 18, 2023. Sponsors will be the official timekeeper for the Contest. Any entries or submissions after the time and date specified herein shall be automatically disqualified.

4. How to Enter:

To enter this Contest, you must:

1. Have a Twitter account and comply with all Twitter terms and policies. If you do not have a Twitter account, you can create one for free at https://twitter.com. Any Twitter accounts/handles that are hidden or removed by Twitter prior to the winner announcement render the Contest entry associated with such account/handle void;

2. Own the NFT used in your Contest entry for the entire length of the Contest Period, and be able to provide proof of such ownership through documentation, and have the right to grant Sponsors and third parties the licenses to use, modify and display the NFT(s) as set forth herein; and

3. Submit your entry prior to 11:59 PM EDT on August 18, 2023 at rearwingtakeover.com and provide your name, contact details (email, state and country of residence) Twitter handle, a nft.kraken.com-link to the entered NFT, and a brief statement on why your NFT belongs on the rear wing of a Williams Racing Formula 1 car.

To receive updates and announcements on the Contest, follow @KrakenNFT and @WilliamsRacing on Twitter. Participants can enter more than one entry in the Contest but can only win once. Incomplete entries will not be considered. Entries will not be acknowledged or returned. Entries will be deemed to have been submitted by the natural person account associated with the entry. No software-generated, robotic, programmed, script, macro or other automated online or text message entries are permitted.

Sponsors do not accept responsibility or liability for lost entries, entries that cannot be identified, any unsuccessful, illegible, incomplete, defaced, misdirected or corrupted entries, or any technical failure or event which may cause an entry to be lost or delayed or the Contest to be disrupted or corrupted, including but not limited to unavailability of your internet or Twitter. Sponsors cannot enter into correspondence with Participants who experience difficulties with entering online.

Entries that do/are the following will be automatically disqualified:

5. Determination of Finalists:

Sponsors will review each entry to select twenty (20) finalists. The determination of finalists will be based on a combination of the following factors, as judged by Sponsors in their sole discretion:

Kraken will announce the finalists on its @KrakenNFT Twitter account, and Williams will announce the finalists on its @WilliamsRacing Twitter account and at rearwingtakeover.com. Finalists will be notified by Kraken via email message to the email account provided with the entry submission. If you are selected as a finalist, you agree to maintain the confidentiality of your selection and will not publicly disclose your selection as a finalist until Sponsors publicly announce you as a finalist. If you do not maintain the confidentiality of your selection, you may be disqualified from the Contest in Sponsors’ sole discretion. Each finalist will be required to provide sufficient information to verify eligibility and compliance with these Official Rules, which may include proof of NFT ownership, and residency. Sponsors reserve the right to select alternate finalists in event that any finalist is not able to confirm such information to the satisfaction of the Sponsors. Upon confirmation of each finalists’ eligibility and compliance with these Official Rules, finalists will be publicly announced. Finalists will be announced in an order determined by Sponsors in their sole discretion.

6. Determination of Winners

Six (6) winners will be selected as follows:

Winners will be notified via email message from Kraken to the email account provided with the entry submission. If you are selected as a winner, you agree to maintain the confidentiality of your selection and will not publicly disclose your selection as a winner until Sponsors publicly announce you as a winner. If you do not maintain the confidentiality of your selection, you may be disqualified from the Contest in Sponsors’ sole discretion. Each winner will be required to provide sufficient information to verify eligibility and compliance with these Official Rules, which may include proof of NFT ownership, residency, and confirm ownership of the winning NFT via blockchain verification. Sponsors reserve the right to select alternate winners in event that any finalist is not able to confirm such information to the satisfaction of the Sponsors. You acknowledge and agree that you may be required to submit additional documentation, including executing any documentation to grant Sponsors the necessary rights to modify, display and use your NFT, to be eligible to be a winner. Upon confirmation of each winners’ eligibility and compliance with these Official Rules, winners will be publicly announced. Winners will be announced in an order determined by Sponsors in their sole discretion. You acknowledge and agree that the only prize for winning is the opportunity to have your NFT displayed on the rear wing of a Williams Racing F1 car, and that there is no guarantee that your NFT will appear on the rear wing of a Williams Racing F1 car. The Sponsors reserve the right to not display your or any NFT on the rear wing of a Williams Racing F1 car for any reason or no reason. You will have no recourse, and Sponsors will have no liability, in the event that your NFT is not displayed on the rear wing of a Williams Racing F1 car.

7. Warranty:

By entering the Contest, you warrant and represent that your Contest entry complies with these Official Rules, the Kraken.com Terms of Service, and the official Privacy Policies of Sponsors, and does not violate any law, regulation or any right of any third-party, including, but not limited to, rights of copyright, trademark, publicity and/or privacy. You further warrant that you own all rights in and to your Contest entry, including your NFT and your statement on why your NFT should be chosen, and you are entitled to grant all licenses and rights granted within these Official Rules through the length of the Contest Period. Submitting materials that are copyrighted by a third party, or that are otherwise subject to the rights of another, will make you responsible for any legal action such rights holder might take against you. Your entry cannot be derogatory, offensive, threatening, defamatory, disparaging, libelous or contain any content that is inappropriate, indecent, sexual, profane, torturous, slanderous, discriminatory in any way, or that promotes hatred or harm against any group or person, or otherwise does not comply with the theme and spirit of the Contest. Sponsors will make this determination in their sole discretion and reserve the right to disqualify any entry that does not comply with the foregoing. Any entry that does not comply with this section, or any other section of these Official Rules, may be subject to disqualification.

8. Licenses and Approvals:

By entering the Contest, you hereby grant to Sponsors an irrevocable, perpetual, non-exclusive, worldwide, royalty-free license to assign, use, publish, post, display, copy, distribute, transmit, edit, use alone, together or with other works, alter, store, sublicense, distribute, broadcast, create derivative works and/or otherwise exploit your Contest entry, any content and any other information submitted by you or collected by Sponsors in connection with the Contest, including but not limited to your NFT and your statement on why your NFT should be chosen. You also give consent for Sponsors, their affiliates or their designees, as applicable, to use of your name, portrait, picture, voice, likeness, opinions, biographical information, hometown and statements relating to the Contest without further compensation, notification or permission in any publicity, promotion or advertising carried out by Sponsors, their affiliates or their designees in any and all media now known or hereafter developed without territorial or time limitation, except where prohibited by law. You agree that the Sponsors may, but are not required to, announce the Contest results and/or make your entry available on the Williams Racing website at www.williamsf1.com, the Kraken website at https://www.kraken.com/ and any other media, whether now known or invented in the future, in connection with any publicity of the Contest, Sponsors, and/or the Williams Racing F1 Team.

9. DISCLAIMER / WARRANTIES:

THE CONTEST IS IN NO WAY SPONSORED, ENDORSED, ADMINISTERED BY OR ASSOCIATED WITH TWITTER, FORMULA 1 OR ANY FORMULA 1 RACE. SPONSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE CONTEST OR YOUR PARTICIPATION THEREIN OR THE PRIZE AND YOUR ACCEPTANCE OR USE OF THE PRIZE, INCLUDING YOUR ADMITTANCE TO OR ATTENDANCE OF ANY FORMULA 1 RACE. EVERYTHING REGARDING THIS CONTEST, INCLUDING THE PRIZES, ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

SPONSORS ARE NOT RESPONSIBLE OR LIABLE FOR: (1) ANY INCORRECT OR INACCURATE INFORMATION, WHETHER CAUSED BY PARTICIPANT(S), THE MECHANISM BY WHICH YOU ENTER INTO OR PARTICIPATE IN THE CONTEST OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE CONTEST; (2) TECHNICAL FAILURES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO MALFUNCTIONS, INTERRUPTIONS, OR DISCONNECTIONS OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE CONTEST; (3) UNAUTHORIZED HUMAN INTERVENTION IN ANY PART OF THE CONTEST; (4) TECHNICAL OR HUMAN ERROR WHICH MAY OCCUR IN THE ADMINISTRATION OF THE CONTEST; (5) ANY ENTRIES OR SUBMISSIONS THAT ARE LOST, DAMAGED OR DELAYED IN TRANSIT; OR (6) ANY INJURY OR DAMAGE TO PERSONS OR PROPERTY WHICH MAY BE CAUSED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, FROM PARTICIPANT’S PARTICIPATION IN THE CONTEST OR RECEIPT OR USE OR MISUSE OF ANY PRIZE.

PARTICIPANT ACKNOWLEDGES THAT THE PRIZE MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS IMPOSED BY SPONSORS OR THIRD PARTIES. PARTICIPANT IS SOLELY RESPONSIBLE FOR BECOMING ACQUAINTED WITH SUCH TERMS AND CONDITIONS BEFORE ENTERING THE CONTEST AND/OR ACCEPTING THE PRIZE AND IS SOLELY LIABLE AND RESPONSIBLE FOR THEIR COMPLIANCE WITH SUCH TERMS AND CONDITIONS AND ANY LIABILITY THAT MAY RESULT BETWEEN SUCH THIRD PARTY AND THE PARTICIPANT. SPONSORS DO NOT ACCEPT RESPONSIBILITY OR LIABILITY FOR ANY SUCH TERMS AND CONDITIONS OR BREACH OF THOSE TERMS AND CONDITIONS BY ANY PERSON.

10. Operation/Force Majeure:

If for any reason, this Contest is not capable of running as planned, including due to COVID-19, infection by computer virus, tampering, fraud, technical failure, or any other cause that corrupts or threatens the administration, security or integrity of the Contest, Sponsors reserve the right, in their sole discretion, to terminate or suspend the Contest or any portion of the Contest. Sponsors reserve the right to disqualify any Participant’s entry in the Contest (and void all associated registrations and/or entries) or entitlement to a prize, if, in the sole discretion of the Sponsors, they determine or suspect that the Participant has attempted to undermine the legitimate operation of the Contest by cheating, hacking, deception, or other fraudulent, deceptive or unfair playing practices (including submitting any entries or obtaining any followers by script, macro, robotic, programmed, or any other automated means and entries by any means which subvert the entry or competition process).

Sponsors are not responsible for any problems that may arise, including but not limited to: (a) lost, interrupted, inaccessible or unavailable networks, servers, satellite, cable Internet Service Providers, websites, or other connection, availability or accessibility problems arising in connection with or over the course of the Contest; (b) communications failed, jumbled, scrambled, delayed, or misdirected computer, telephone or cable transmissions or hardware or software malfunctions, failures or difficulties; (c) failure of personal computers and/or software and hardware configurations, any technical malfunctions, failures, or difficulties, printing errors, clerical, typographical or other errors in the offering or announcement of any prize or in any prize notification documents or any other Contest-related materials; (d) any other errors of any kind relating to or in connection with the Contest, whether human, mechanical, clerical, electronic, or technical in nature, including, but not limited to, errors which may occur in connection with the administration of the Contest or the processing of entries and/or registrations; (e) the incorrect or inaccurate capture of information, or the failure to capture any information in connection with the Contest; or (f) damage to a user's system occasioned by participation in this Contest or downloading any information necessary to participate in this Contest. Any attempt by a person to tamper with, disrupt, or deliberately damage any website or technology related to this Contest, or undermine the legitimate operation of this Contest may be a violation of criminal and civil laws, and should such an attempt be made, Sponsors reserve the right to seek damages from any such person to the fullest extent permitted by law. Sponsors' failure to enforce any term of these Official Rules shall not constitute a waiver of that provision.

11. General Disclosures:

In the event of any conflict with any Contest details contained in these Official Rules and any Contest details contained on promotional advertising or any other promotional media, the details of the Contest as set forth in these Official Rules shall prevail. Sponsors reserve the right in their sole discretion to modify or suspend the Contest (or any portion thereof) at any time and for any or no reason, as determined by Sponsors in their sole discretion without notice to Participant(s).

12. Indemnity/ Release of Liability:

To the maximum extent permitted by law, each Participant indemnifies Sponsors, and their affiliates, subsidiaries, parent companies, licensors, advertising and promotional agencies, and Williams Racing team partners, and all of their officers, directors, shareholders, employees and agencies (“Promotion Entities”), at all times from and against any and all liability, claims, demands, losses, damages, costs and expenses arising out of or relating to Participant’s participation in the Contest or receipt or use of any prize.

UNDER NO CIRCUMSTANCES SHALL ANY OF THE PROMOTION ENTITIES BE LIABLE FOR ANY ATTORNEY'S FEES, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER FORESEEABLE OR NOT AND WHETHER BASED ON NEGLIGENCE OR OTHERWISE.

13. Disputes and Governing Law:

BY PARTICIPATING IN THE CONTEST, YOU AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION THAT CANNOT BE RESOLVED BETWEEN YOU AND SPONSORS, OR THE PROMOTION ENTITIES ARISING OUT OF OR CONNECTED WITH THE CONTEST, OR ANY DISPLAY OF AN NFT, WILL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; (2) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED, (IF ANY), NOT TO EXCEED TWENTY FIVE DOLLARS ($25.00), BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE; (3) UNDER NO CIRCUMSTANCES WILL YOU BE PERMITTED TO OBTAIN ANY AWARD FOR, AND YOU HEREBY KNOWINGLY AND EXPRESSLY WAIVE ALL RIGHTS TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT-OF-POCKET EXPENSES NOT TO EXCEED TWENTY FIVE DOLLARS ($25.00), AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (4) YOUR REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND YOU IRREVOCABLY WAIVE ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF.

Any dispute arising under or related hereto (whether for breach of contract, tortious conduct or otherwise) will be governed by the laws of the State of California, without reference to its conflicts of law principles. By participating in this Contest, you agree that any dispute arising from or relating to this Contest shall be determined by confidential binding arbitration only in San Francisco, California, by and under the Streamlined Arbitration Rules and Procedures of JAMS, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, Sponsors may seek equitable relief in any court of competent jurisdiction.

14. Privacy:

Sponsors and their affiliates reserve the right to use any information provided by you in your participation in this Contest in accordance with their official Privacy Policies. By participating in this Contest, you acknowledge and agree to the terms of such Privacy Policies and agree to receiving communications related to the Contest and marketing materials from Sponsors and their affiliates, as described in the applicable party’s official Privacy Policy.

15. Severability:

If any provision of these Official Rules is found to be invalid or unenforceable by a court of competent jurisdiction or appointed arbitrator, such determination shall in no way affect the validity or enforceability of any other provision herein.

16. Miscellaneous:

Failure to enforce any term of these Official Rules shall not constitute a waiver of that provision. Sponsors’ decisions will be final in all matters relating to the Contest. You waive any right to claim ambiguity in the Contest or these Official Rules. If Sponsors determine at any time in their sole discretion that you are disqualified, ineligible, or in violation of these Official Rules, or engaging in behavior that is deemed obnoxious, inappropriate, threatening, infringing, illegal or that is intended to annoy, abuse, threaten or harass any other person, Sponsors may select an alternate winner in their sole discretion. The invalidity or unenforceability of any provision of these Official Rules will not affect the validity or enforceability of any other provision. If the Contest is not capable of running as planned for any reason, Sponsors reserve the right, in their sole discretion, to cancel, modify or suspend the Contest and unilaterally select winners from eligible entries received prior to cancellation, modification, or suspension or as otherwise deemed fair and appropriate by Sponsors. Each potential winner may be required to provide Sponsors with proof that they are the authorized NFT holder and complete documentation required for tax or other legal purposes. If a dispute cannot be resolved to Sponsors’ satisfaction, such participant may be deemed ineligible in their sole discretion.