Last updated on August 1, 2021 These terms and conditions constitute a legally binding agreement (the “Agreement”) between you (also referred to herein as “You”, “Your” or “User”) and HOF Village Media Group, LLC (“HOFV” “we” or “us”), governing your purchase of NFTs as part of the Hall of Fame Village “Phenom-Star-Icon-Legend” NFT Collection (the “Collection”) being offered for sale in the online marketplace known as “FTX”. BY ACCESSING, PURCHASING, AND/OR BIDDING ON THIS COLLECTION, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN AND ALL OF THE TERMS OF SERVICE INCLUDED AS PART OF THE FTX APP®, INC. FTX/Blockfolio (the “FTX App Terms of Service”). If you do not agree to the terms of this Agreement, as well as the FTX App Terms of Service, you may not access, purchase, and/or bid on the Collection. PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND HOFV CAN BE BROUGHT (SEE SECTION 12 BELOW). THESE PROVISIONS WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST HOFV OR HOFV PARTIES TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. By entering into this Agreement, and/or by you accessing, purchasing, and/or bidding on the Collection, you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions in Section 12) and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS, PURCHASE, AND/OR BID ON THE COLLECTION. 1. Definitions “Art” means any art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT in which you acquire Licensed Rights. “Equivalent” means the value, in US Dollars, of the market value of the relevant amount of cryptocurrency on the day of the transaction. “HOFV” means HOF Village Newco, LLC “Name and Likeness” means name, nicknames, images, likenesses, marks, copyrights, trade dress colors, trade dress designs, and/or all other intellectual property of the Hall of Fame Village. "NFT" means any blockchain-tracked, non-fungible token. “Licensed Rights” with respect to an NFT means your rights to a Licensed NFT of which you are the current rightful licensee and which you acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain. “Licensed NFT” means an NFT from the Hall of Fame Village NFT Collection for which you successfully provided the highest bid or met the purchase price. “HOFV Parties” HOFV and each of its parent, subsidiary and affiliate companies, and each of their respective officers, directors, members, affiliates, agents, attorneys, licensees, licensors and employees. “Third Party IP” means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world. 2. Ownership. You acknowledge and agree that HOFV (or, as applicable, its licensors) owns all legal right, title and interest in and to the Art and Name and Likeness, and all intellectual property rights therein. The rights that You have in and to the Licensed NFT and Art are limited to those expressly stated in Section 3 of this Agreement. HOFV and its licensors reserve all rights and ownership in and to the Licensed NFT, Name and Likeness, and Art not expressly granted to You in Section 3 of this Agreement. All purchases of Licensed NFTs, as well as associated charges, are non-refundable. This no-refund policy shall apply at all times regardless of Your decision to terminate usage of the Licensed NFT, any disruption to the operations of any components of the Licensed NFT, or any other reason whatsoever. 3. Rights. (a) Your Licensed Rights. You acknowledge and agree that the Licensed NFTs are made available solely for entertainment purposes. Without limiting the foregoing and subject to your continued compliance with this Agreement (and the FTX App Terms of Service), HOFV grants you a worldwide, non-exclusive, non-transferable (except as specifically provided below in section 3 (b)), royalty-free license to display the Art for your Licensed NFTs, solely for the your own personal, non-commercial use. (b) Permissible Transfers of Your Licensed NFT. You have the limited right to transfer the Licensed NFT, provided that (i) the transferee accepts all of the terms of this Agreement and all of the terms of the FTX App Terms of Service; (ii) HOFV is paid twenty percent (20%) of the gross amounts paid by such party relating to the Licensed NFT, including but not limited to any transfer price and any other related compensation (e.g., (1) if the transfer price is the Equivalent of $100,000 then HOFV will be entitled to the Equivalent of $20,000 or (2) if the transfer price is Equivalent to $100,000 and an additional $50,000 is paid as related use fee then HOFV would be entitled to $30,000) and such payment shall be paid on the same terms and at the same time as you are paid; (iii) You have not prior to the transfer breached this Agreement or the FTX App Terms of Service; (iv) prior to the transfer your license to the Licensed NFT has not been terminated; and (v) the party purchasing the Licensed NFT provides HOFV with a valid e-mail address. You acknowledge and agree that the foregoing amounts payable to HOFV under Section 3(b)(ii) hereof do not include, and are not intended to cover, any additional fees imposed or required by the platform through which You are transferring the Licensed NFT. (c) Special Offers. (i) Earl Campbell. (1) FaceTime. To the extent that You are the valid holder as of August 9, 2021 at 11:59 PM EST of one (1) of each of the four (4) individual Licensed NFTs of Earl Campbell in the Collection, and further that You comply with the redemption conditions set forth below, You shall be entitled to one (1) group FaceTime video call with Earl Campbell. For purposes of clarity, this means you must be the holder of at least one (1) Phenom, at least one (1) Star, at least one (1) Icon, and at least (1) Legend Licensed NFT of Earl Campbell in your wallet as of August 9, 2021 at 11:59 PM EST. For the avoidance of doubt, this can be redeemed by multiple valid holders and is a one-time only redemption and once it has been redeemed this special offer is deemed void. To redeem this offer, You must contact HOFV to find out the redemption date by sending an email to [email protected] and must follow all instructions presented to You after You redeem the offer. This offer is non-transferable. The time, length, and location of all aspects of such event will be determined by HOFV in its sole discretion. Such grant shall not include any other benefits. (2) Signed Jersey and Helmet. To the extent that You are the valid holder as of August 9, 2021 at 11:59 PM EST of the highest number of Licensed NFTs of Earl Campbell in the Collection, and further that You comply with the redemption conditions set forth below, You shall receive a personalized signed jersey and personalized signed football helmet (each signed by Earl Campbell). There will be only one (1) recipient of this special offer. In the event of a tie, the recipient will be determined by which holder purchased the highest number of Licensed NFTs of Earl Campbell in the Collection earliest. For example, if the highest amount of Licensed NFTs of Earl Campbell purchased as of August 9, 2021 at 11:59 PM EST is 75 and both Holder A and Holder B purchased 75, but Holder A purchased the 75th Licensed NFT before Holder B, then Holder A will receive the signed jersey and football helmet. The exact type of jersey and football helmet will be determined by HOFV in its sole discretion. Such memorabilia is scheduled to be shipped to You within six (6) months, provided that you acknowledge that such delivery may occur after such date and you waive any claims if such delivery is delayed. To redeem this offer, You must redeem it no later than December 31, 2021 by providing HOFV or its designee, via email at [email protected], with a valid mailing address no later than December 31, 2021 and must follow all instructions presented to you after you redeem the offer. Such grant shall not include any other benefits. (ii) Tim Brown. (1) FaceTime. To the extent that You are the valid holder as of August 9, 2021 at 11:59 PM EST of one (1) of each of the four (4) individual Licensed NFTs of Tim Brown in the Collection, and further that You comply with the redemption conditions set forth below, You shall be entitled to one (1) group FaceTime video call with Tim Brown. For purposes of clarity, this means you must be the holder of at least one (1) Phenom, at least one (1) Star, at least one (1) Icon, and at least (1) Legend Licensed NFT of Tim Brown in your wallet as of August 9, 2021 at 11:59 PM EST. For the avoidance of doubt, this can be redeemed by multiple valid holders and is a one-time only redemption and once it has been redeemed this special offer is deemed void.