BY CLICKING THE "I ACCEPT" BUTTON, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY, IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN THIS AGREEMENT TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICES.

HOMETURF PRODUCER AS A SERVICE AGREEMENT

This HomeTurf Producer as a Service Agreement (the “Agreement”) is effective as of the date of Your acceptance by and between HomeTurf LLC (“HomeTurf”) and (“You” or “Your”, singularly, a “Party” and collectively, the “Parties”). This Agreement sets forth the terms and conditions that govern Your use of the Services under this Agreement.

1. Rights to Use the Services.

1.1. Grant. Subject to the terms and conditions of this Agreement, and subject to full and timely payment of all fees owed for use of the Services described under this Agreement, You have the limited, non-exclusive, non- transferable, non-assignable right to the following:

(a) access and use the following services: (i) the HomeTurf Producer and HomeTurf App as a service offerings, (ii) the software products owned or licensed by HomeTurf to which HomeTurf grants You access under this Agreement, (iii) the associated program documentation (“Documentation”) provided by HomeTurf and (iv) the HomeTurf game day application (items (i), (ii), (iii) and (iv) collectively the “Services”) solely for Your own internal business purposes in the United States.

In addition, You may also engage HomeTurf for any professional services via a separate Order. For the avoidance of doubt, the term Services includes any professional services ordered pursuant to a separate Order.

1.2. Restrictions.

(a) You shall not directly or indirectly modify, improve, enhance, adapt, translate, reverse engineer, disassemble, re- engineer, or decompile any part of the Services for any purpose or in any manner whatsoever. You shall not access and use the Services for any purpose or in any manner except as explicitly stated in this Agreement. You shall not remove or modify any program markings or any notice of HomeTurf’s or its licensor’s proprietary rights. You shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Services available to any third party, other than as expressly permitted under the terms of this Agreement or any Order.

Except as expressly provided in this Agreement, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means whatsoever.

1.3. Ownership. As between You and HomeTurf ,You acknowledge and agree that HomeTurf shall own any and all right, title, and interest in and to the Services, including, but not limited to, any and all trademark, copyright, trade secret, patent, and other intellectual property and proprietary rights therein and statistical information related to the use and performance of the Services under the Agreement in accordance with Section 9.11 Statistical Information; Reference below. HomeTurf reserves all right, title, and interest in and to the Services not explicitly and expressly granted to You in this Agreement. No implied licenses shall flow from this Agreement to You.

1.4 Your Content. As between You and HomeTurf, You own and retain ownership of all right, title and interest in and to content and any intellectual property contained in the content (or have the necessary rights to license or sublicense those rights contained in the content)(including, but not limited music, graphics and pictures) You provide, upload, store and process through the Services (collectively “Content”). You hereby grant HomeTurf a worldwide, royalty-free, and non-exclusive license during the term of your subscription to access and download the Content in order to: (i) provide the Services, including, but not limited to, downloading, storing, hosting and management of such Content and for use with end users in the game day application – the HomeTurf APP; and (ii) create statistical data in accordance Section 9.11 below. Together Sections (i) and (ii) constitute the “Content License”). You understand that HomeTurf, in performing the required technical steps to provide the Services, may make such changes to the Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, Services or media. You confirm and warrant to HomeTurf that you have all the rights, power and authority necessary to grant the above Content License and that use of the Content in the manner contemplated will not breach any rights of any third party.

You are responsible for any and all Content provided hereunder and for compliance with this Agreement including, but not limited to, obtaining all necessary licenses, permissions and consents to enable all material comprising the Content to be made available to HomeTurf for HomeTurf to provide the Services and for use with end users through the HomeTurf App. For greater certainty, You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Content and (ii) comply with all applicable local, provincial, state, federal and foreign laws in using the Services.

You are also responsible for insuring that your Content substantially complies with the disability accessibility regulation and guidance referenced and adopted in the policies associated with the HomeTurf mobile application.

2. Services Period, Fees.

2.1 Services Period. Unless sooner terminated pursuant to this Agreement, the Term shall be for the full National Football League season, including all playoff games.

3. System Maintenance.

HomeTurf has the right to provide maintenance related to the Services with the scope and schedule of such maintenance to be determined in HomeTurf’s sole discretion.

4. Upgrades and Enhancements.

HomeTurf reserves the right to upgrade, enhance, alter and/or make technical changes (“bug fixes”) to the Services. You are required to accept all such modifications as a condition of this Agreement. HomeTurf is not responsible for any damages or lack of functionality of the Services due to a failure by You to accept and implement modifications as recommended by HomeTurf.

5. Confidentiality.

5.1. Confidential Information. During the Term and thereafter, the Services, the terms of this Agreement, pricing information and any and all other technical and non-technical information provided by or related to HomeTurf or its business (“Confidential Information”) shall be proprietary and confidential to HomeTurf, and You shall not use, distribute, or make available Confidential Information, or permit such to be done, except as explicitly stated in this Agreement. Notwithstanding the foregoing, Confidential Information does not include any information independently developed by You without regard to the Confidential Information, information in the public domain, or information disclosed to You by a third party not in violation of any confidentiality restrictions.

5.2. Other Disclosure. If You are required to disclose or make available any Confidential Information pursuant to a valid court order or other legal requirement, You shall promptly notify HomeTurf of such requirement in writing in advance and cooperate and assist HomeTurf in any efforts undertaken by HomeTurf to limit the disclosure. Notwithstanding the foregoing, in all cases of a required disclosure, You shall limit the information disclosed or made available to the minimum required by applicable law.

5.3. Breach; Injunctive and Monetary Relief. You acknowledge that because of the unique and proprietary nature of the Services and the Confidential Information of HomeTurf, HomeTurf would suffer irreparable harm in the event that You breach any provision of Sections 1.1, 1.2, or 5.1 of this Agreement, and that monetary damages alone would be inadequate to fully compensate HomeTurf for such a breach. Accordingly, the Parties expressly agree that -- in the event You breach of any provision of Sections 1.1, 1.2, or 5.1 of this Agreement -- that HomeTurf shall be entitled, both (1) to immediate injunctive relief as may be necessary to restrain any continuing or further breach by You, without showing or proving any actual damages sustained by You, and also (2) to all monetary relief available to HomeTurf under applicable law. The Parties expressly agree that these foregoing equitable and monetary remedies are complementary forms of relief, and are not alternative forms of relief.

6. Warranties.

6.1. Operation. HomeTurf warrants that the Services will operate substantially in accordance with the Documentation after it is made available to You. If You discover any failure of the Services to operate in such manner, You shall promptly notify HomeTurf in writing of such failure. Upon receipt of such notice, HomeTurf shall undertake commercially reasonable efforts to resolve or fix such failures. The remedy set forth in this paragraph shall be Your sole and exclusive remedy for breach of the warranties provided under this Section.

6.2. Disclaimer. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND HOMETURF MAKES NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INTERFERENCE, ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, SYSTEMS INTEGRATION, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.

7. Indemnification; Limitations.

7.1. Indemnification by HomeTurf. HomeTurf shall indemnify You for any costs, expenses, or damages that are finally awarded against You pursuant to any claim, demand, or cause of action by a third party (“Demand”) to the extent based upon a claim that the Services infringe a third party’s U.S. trademark, U.S. copyright, U.S. patent, or U.S. trade secret rights, provided that Your use of the Services at all times was in accordance with the terms of this Agreement and the Documentation. The foregoing indemnification is conditioned on You notifying HomeTurf promptly in writing of such Demand, You giving HomeTurf sole control of settlement thereof (including without limitation all negotiations for settlement and compromise thereof), and You cooperating with HomeTurf at HomeTurf’s request and expense. If HomeTurf at any time has reason to believe that the Services or Documentation does or may infringe upon the trademark, copyright, trade secret, patent or other intellectual property or proprietary rights of any person, HomeTurf may, at its option: (a) repair the Services to be non-infringing, (b) replace the aspect or component of the Services that is infringing, so that is non-infringing, or (c) immediately terminate this Agreement, in which case You shall be entitled to a prorated credit for the then-unexpired Term. You shall not incur any costs or expenses on behalf of HomeTurf under or pursuant to this Agreement without HomeTurf’s advance written consent.

7.2. Damages. IN NO EVENT SHALL HOMETURF BE LIABLE TO YOU OR ANY OTHER PERSON OR PERSONS FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, LOST PROFIT OR EXTRA-CONTRACTUAL DAMAGES OF ANY KIND WHATEVER ARISING FROM OR CONNECTED WITH THE SERVICES (INCLUDING, BUT NOT LIMITED TO THE SERVICES, THE DOCUMENTATION, OR THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, AS NOTED ABOVE LOST PROFITS, LOST REVENUES, OR LOSS OF BUSINESS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT FORESEEABLE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES AND EVEN IF THE REMEDIES OTHERWISE PROVIDED BY THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. HOMETURF SHALL NOT BE LIABLE TO YOU OR OTHER THIRD PARTIES FOR ANY MISAPPROPRIATION OR UNAUTHORIZED USE OF YOUR DOWNLOADED CONTENT IN THE HOMETURF APP, WHETHER AS A RESULT OF A CYBERSECURITY INCIDENT, HACKING OR OTHER ACTS.

HOMETURF DOES NOT GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT HOMETURF WILL CORRECT ALL SERVICES ERRORS. YOU ACKNOWLEDGES THAT HOMETURF DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING, BUT NOT LIMITED TO THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. HOMETURF IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

The remedies specifically provided by this Agreement and the provisions of this Section allocate between the Parties the risks under this Agreement, some of which may be unknown or undeterminable. Such limitations were a material inducement for the Parties to enter into this Agreement, and the Parties have relied upon such limitations in determining whether to enter into this Agreement.

7.3. Monetary Liability. THE AGGREGATE TOTAL LIABILITY OF HOMETURF UNDER OR IN CONNECTION WITH THE SERVICES, THE DOCUMENTATION, THIS AGREEMENT AND/OR ANY ORDERS TO YOU OR ANY OTHER PERSON OR PERSONS SHALL UNDER NO CIRCUMSTANCES EXCEED $25,000.

8. Termination.

8.1. Termination Rights.

Except as provided in the next sentence, HomeTurf may terminate this Agreement upon thirty (30) calendar days’ notice if You breach this Agreement and fail to cure such breach within such sixty (60) calendar day period. HomeTurf may terminate this Agreement immediately if You breach any of the terms of Sections 1.1 or 1.2.

Upon expiration or termination of this Agreement, in whole or in part, or the termination of the licenses granted hereunder, You shall immediately return to HomeTurf or destroy all Confidential Information and Documentation, provided to You, as well as any and all authorized copies thereof.

The terms of Sections 1.2, 1.3, 2, 5, 6.2, 7, 8 and 9 shall survive any expiration or termination of this Agreement or the licenses granted hereunder.

9. Miscellany.

9.1. Notices. All notices, consents, and other communications between the Parties under or regarding this Agreement shall be sent to the Parties respective email for each Party and shall be in writing and will be deemed to have been given (a) when delivered by hand or overnight courier, (b) three (3) business days after post-marking if sent by certified or registered mail or (c) transmitted by facsimile or electronic mail transmission (including PDF). Such communications shall be deemed to have been delivered upon receipt by the recipient or acknowledgement by recipient if by email, provided further, if `notice is delivered by email and the sender uses RPost, when the authorized electronic mail agent of the recipient accepted that email message, with the delivery status of at least “delivered to mail server,” as stated in the RPost “Registered Receipt” received by the sender with respect to that email message. Either Party may change its address, respective email or facsimile number for notices by giving written notice of the new information to the other Party in accordance with this Section.

Notice email for HomeTurf: support@hometurf.com

9.2. Assignment. THIS AGREEMENT MAY NOT BE ASSIGNED BY YOU, IN WHOLE OR IN PART, BY OPERATION OF LAW OR OTHERWISE, WITHOUT THE ADVANCE WRITTEN CONSENT OF HOMETURF, WHICH CONSENT MAY BE WITHHELD IN HOMETURF’S SOLE DISCRETION. ANY ATTEMPTED ASSIGNMENT IN VIOLATION OF THIS SECTION SHALL BE VOID.

9.3. No Third-Party Beneficiaries. The Parties do not intend, nor shall any clause be interpreted, to create under this Agreement any obligations or benefits to, or rights in, any third party from either You or HomeTurf.

9.4. Independent Contractor. You and HomeTurf are each independent contractors and neither Party shall be, nor represent itself to be, the franchiser, partner, broker, employee, servant, agent, or legal representative of the other Party for any purpose whatsoever. Neither Party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the other Party, or to bind the other Party in any matter or thing whatsoever. The Parties do not intend to form a partnership or joint venture as a result of this Agreement.

9.5. Waiver. The waiver or failure of either Party to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under this Agreement.

9.6. Headings; Counterparts. Agreement, Section, and Paragraph headings are for reference only and shall not affect the interpretation of this Agreement.

9.7. Successors in Interest. This Agreement and all of the provisions in this Agreement shall be binding upon and inure to the benefit of the permitted successors in interest and assigns of the Parties.

9.8. Applicable Law. This Agreement shall be governed in all respects by the laws of the State of Delaware without giving effect to its rules relating to conflict of laws; PROVIDED, HOWEVER, THAT THE TERMS OF ANY APPLICABLE LAW NOW OR HEREAFTER ENACTED THAT IS BASED ON, DERIVED FROM, SIMILAR TO, OR CONNECTED WITH THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DRAFTED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS SHALL NOT APPLY EXCEPT TO THE EXTENT THAT SUCH LAW EXPLICITLY AND EXPRESSLY PROHIBITS THIS AGREEMENT’S ALTERATION OF THE APPLICABILITY OF ONE OR MORE SECTIONS OF THE SUCH LAW. Any action arising out of or relating to the Services, the Documentation, or this Agreement or any Order shall be brought and resolved only in the courts of the State of Delaware. The Parties irrevocably submit to the jurisdiction of each such court in any such action or proceeding. Personal jurisdiction over the Parties may be obtained by the mailing (postage prepaid) of a summons or similar legal document to the Party’s address for notices under this Agreement.

9.9. Entire Agreement. This Agreement and any Order constitutes the complete and exclusive statement of the agreement between the Parties with respect to the subject matter of this Agreement, and this Agreement supersedes any and all prior or contemporaneous oral or written communications, proposals, representations, and agreements, express or implied. In the event of any inconsistencies between the terms of any Order and the Agreement, the Order shall take precedence. This Agreement may be amended only by mutual agreement expressed in writing and signed by both Parties.

9.10. Severability. If any term of this Agreement or part hereof not essential to the commercial purpose of this Agreement shall be held to be illegal, invalid or unenforceable, it is the intention of the Parties that the remaining terms hereof or part hereof shall constitute their agreement with respect to the subject matter hereof and thereof and all such remaining terms, or parts thereof, shall remain in full force and effect. To the extent legally permissible, any illegal, invalid or unenforceable provision of this Agreement shall be replaced by a valid provision which will implement the commercial purpose of the illegal, invalid or unenforceable provision.

9.11 Statistical Information; Reference. HomeTurf may compile statistical information related to the use and performance of the Services under the Agreement, and may use this information for internal business purpose.