Rally x Pixel Hall of Fame NFTs

TERMS AND CONDITIONS OF PURCHASE

These Terms and Conditions of Purchase (the “Terms”) are entered into by and between RSE Markets, Inc. (referred to as “we”, “us”, “our” and “Rally”) and you (referred to as “you” and “your”). You agree to these Terms in connection with your purchase, claim or transfer of an originally minted Rally x Pixel Hall of Fame non-fungible token (“NFT”), which is a unique blockchain-based digital token that is associated with a work of collectible 8-bit digital art by artist Keenan Wells featuring historical figures (such NFT, the “Rally NFT”).

Disclaimer: Rally NFTs are merchandise sold by Rally Holdings LLC, and are not related to any securities offered by RSE Archive, LLC, RSE Collection, LLC, RSE Innovation, LLC or any of their affiliates. Purchase of an NFT does not grant a right to access or participate in any future securities offerings. Additionally this communication, and/or purchase of an associated Rally NFT, does not constitute a solicitation to purchase or an offer to sell any securities.

At our discretion, we may decide to provide holders of the Rally NFTs with certain ancillary benefits, which could include access to merch, events and future equity offerings, if any.  We may elect not to provide any of these supplemental benefits.  By purchasing the Rally NFTs, you are purchasing the right to receive one pack of physical trading cards plus the right to transfer your Rally NFT on OpenSea. The Rally NFTs derive their value from those rights.  You should make your decision whether to purchase a Rally NFT irrespective of any potential ancillary benefits, which we may elect not to provide.

1. Acceptance of Terms

You represent and warrant that you are of legal age to form a binding contract with Rally. If you do not agree to these Terms or if you are not of legal age to form a binding contract with Rally, then you are not permitted to purchase Rally NFTs. By clicking “I agree” or by purchasing or otherwise acquiring Rally NFTs from Rally or any other person, you acknowledge that you have fully read, understand and irrevocably accept and agree to be bound by these Terms.

2. Trading Cards

Each Rally NFT is accompanied with a one-time right to claim a pack of physical trading cards featuring Rally x Pixel art. This right can be redeemed through Rally’s website by linking your wallet to establish proof of ownership. If you do not choose to claim your card pack, it will remain tied to the NFT until it is redeemed in the future by you or the then-current owner of the NFT. This right may be exercised one time only.

3. Other Discretionary Benefits

You may also receive, at Rally’s discretion, museum, merchandise and event access, along with other potential benefits that may be offered to you from time to time, if any. We may also give you exclusive, early or discounted access to products and events from our extensive network of collaborators. There is no guarantee that you will receive any such access or other ancillary benefits.

4. Ownership of Intellectual Property

Each Rally NFT is associated with a unique work of collectible 8-bit digital art by artist Keenan Wells featuring a historical figure (the “Content”). If you acquire a Rally NFT, you are entitled to the right to sell, transfer or dispose of that Rally NFT. Such rights, however, do not include the ownership of the intellectual property rights in the Content relating to such Rally NFT.

As between you and Rally, Rally and/or its licensors, as applicable, own all right, title and interest in the Content and all intellectual property rights therein. The Content is exclusively owned or controlled by Rally and/or its licensors, as applicable, which is separate from the associated Rally NFT, and Rally reserves any and all rights in and to the Content not expressly granted to you herein. Purchase of any Rally NFT shall not transfer any ownership right in any of the Content to you. All rights that are not specifically granted to you below in connection with the Rally NFT are reserved by Rally.

Rally hereby grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable, royalty-free license to view, digitally copy and display the Content for the duration of your ownership of the Rally NFT: (i) for your own personal, non-commercial use, including as a profile picture avatar and (ii) as part of the OpenSea NFT marketplace, or any other similar marketplace, that permits the display, purchase and sale of Rally NFTs. The above limited grant is subject to your compliance with these Terms and to the extent of Rally’s right and ability to grant such license. Notwithstanding the above limitation on digital-only copies, you may make one physical print of the Content for your own personal, non-commercial use to be retained so long as you own the associated Rally NFT. You have no right to make any use of the Content other than as set forth in these Terms, and you shall not in any way dispute or do anything to challenge or impair the validity of Rally’s rights in and to the Content. Transfer of your Rally NFT shall transfer the foregoing license to the recipient who then owns the Rally NFT, subject to all of these terms and conditions, and in such event all of your rights with respect to the Rally NFT and Content shall terminate.

Without limiting the foregoing, you may not use the Content or any trademarks, logos, names, likenesses, images, characters, art work, or other embedded intellectual property contained within the Content or relating to the relevant Rally NFT, with any business, product, service, or in any manner that may imply endorsement of any business, message, product, or service, as applicable, or that is likely to cause confusion or dilute, distort, smudge or tarnish any such trademarks, logos, names, likenesses, images, characters, art work, or embedded intellectual property contained therein, including those of Rally. Your use of such intellectual property is subject to the rights granted above. All use of the Content and related intellectual property, including any goodwill generated by such use, will inure to the benefit of Rally and its licensors.

Rally may, from time to time and in its sole discretion, grant additional rights or further limit your rights in the Rally NFT or the Content.

Rally may store the Content at a specified IPFS or URL, but Rally has no obligation to do so. Rally may update the Content associated with a Rally NFT or stored at an IPFS or URL, and while it will make reasonable efforts to provide notice of any such update, Rally is not obligated to do so.

5. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN: (a) YOU AGREE THAT IN NO EVENT WILL RALLY OR OUR AFFILIATES OR OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, CONTENT PROVIDERS, EMPLOYEES, PRINCIPALS, SUCCESSORS, ASSIGNS, SUBSIDIARIES OR AFFILIATES (COLLECTIVELY, THE “RALLY PARTIES”) BE LIABLE FOR LOST PROFITS, REVENUE OR LOSSES DUE TO BUSINESS INTERRUPTIONS, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SPECIAL DAMAGES, HOWEVER THE SAME MAY BE CAUSED, REGARDLESS OF THE FAULT, NEGLIGENCE (WHETHER SOLE, JOINT, CONCURRENT, ACTIVE OR PASSIVE OR OTHERWISE), PRE-EXISTING DEFECT OR STRICT LIABILITY OF THE RALLY PARTIES, DIRECTLY OR INDIRECTLY ARISING OUT OF THE RALLY NFTS OR THESE TERMS, REGARDLESS OF WHETHER RALLY IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND (b) THE MAXIMUM AGGREGATE LIABILITY OF RALLY UNDER OR IN CONNECTION WITH THESE TERMS OR THE RALLY NFTS, SHALL NOT EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE RALLY NFT TO WHICH THE APPLICABLE CLAIM RELATES.

RALLY DOES NOT OWN OR CONTROL ANY OF THE SOFTWARE PROTOCOLS, SERVICES, EXCHANGES OR APPLICATIONS THAT MAY BE USED IN CONNECTION WITH THE RALLY NFT AFTER YOUR INITIAL PURCHASE OF THE RALLY NFT FROM RALLY, INCLUDING ANY DIGITAL WALLET, THIRD-PARTY SERVER ON WHICH THE CONTENT IS STORED OR THIRD-PARTY MARKETPLACES, INCLUDING WITHOUT LIMITATION THE OPENSEA NFT MARKETPLACE (“THIRD-PARTY SERVICES”). THIRD-PARTY SERVICES MAY HAVE THEIR OWN ASSOCIATED FEES AND USE OF THIRD-PARTY SERVICES WILL BE SUBJECT TO THE TERMS AND CONDITIONS OF THE THIRD-PARTY PROVIDER. RALLY DISCLAIMS ALL LIABILITY RELATING TO, AND RALLY SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH, THE THIRD-PARTY SERVICES, AND RALLY MAKES NO GUARANTEES REGARDING THE SECURITY, FUNCTIONALITY OR AVAILABILITY OF THIRD-PARTY SERVICES. FURTHERMORE, THE RALLY PARTIES SHALL NOT BE LIABLE FOR ANY PRICE FLUCTUATIONS IN NFT VALUATION. YOU HEREBY WAIVE AND RELEASE ANY AND ALL CLAIMS AGAINST THE RALLY PARTIES ARISING OUT OF OR IN CONNECTION WITH ANY THIRD-PARTY SERVICES OR THE TRANSFER, LOSS OR THEFT OF ANY RALLY NFT.

6. Disclaimer of Warranties

THE RALLY NFTS AND ANY ADDITIONAL BENEFITS THAT MAY PROVIDED BY RALLY IN CONNECTION WITH OWNING THE RALLY NFT, ARE PROVIDED “AS IS” AND RALLY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE IN TRADE.

7. Indemnification

You agree that you shall defend, indemnify, and hold harmless the Rally Parties, from and against any and all loss, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including without limitation reasonable attorneys’ fees, whether third party or direct, arising from or relating to: (i) your breach or alleged breach of these Terms; (ii) your ownership of the Rally NFT; (iii) your purchase, use, transfer or attempted transfer of the Rally NFT; (iv) the exercise of any rights granted in these Terms; (v) your violation of any applicable laws, rules or regulations of any governmental authorities in connection with your use, purchase, sale or transfer of the Rally NFT; or (vi) any misrepresentation made by you.

8. Restricted Activities

You agree that you may not, or permit any third party to, do or attempt any of the following:

• Use the Content or Rally NFT, in whole or in part, to advertise, market, promote, reproduce, offer, sell, or distribute for commercial gain any product or service in any manner or media, whether for your own commercial benefit or that of any third party or otherwise;
• Modify, edit, alter, manipulate, reproduce, commercialize, distribute, create derivative works of or reuse the Content or Rally NFT, in whole or in part, in any way, including without limitation, any art, design, drawings, or other intellectual property contained in the Content, except as otherwise expressly set forth in these Terms;
• Use the Content or Rally NFT in connection with any content, images, videos, or other forms of media that (i) depict hatred, intolerance, violence, cruelty, or any other subject matter that could reasonably be found to constitute hate speech or be considered abusive, defamatory, ethnically or racially offensive, harassing, harmful, obscene, offensive, sexually explicit, threatening, or vulgar; (ii) contain any other material, products, or services that violate or encourage conduct that would violate any criminal or other applicable laws or any public policy; (iii) violate or infringe any third-party intellectual property rights; or (iv) violate Rally ’s policies and guidelines or reflects negatively in any way on Rally’s brand;
• Create, display, advertise, market, promote, display, distribute, reproduce, or sell any derivative works of the Content or Rally NFT (including any fractionalized interests in the Content or Rally NFT), or any merchandise of any kind that includes, contains, uses, incorporates, or consists of the Content or Rally NFT;
• Apply for, register, or otherwise use or attempt to use the Content or Rally NFT, any other intellectual property owned by or associated with Rally or their other products or services, in whole or in part, as a trademark anywhere in the world, or attempt to copyright or otherwise acquire additional intellectual property rights in or to the Content or Rally NFT;
• Challenge or negatively impact Rally’s rights with respect to the Content, including but not limited to the ownership or validity thereof;
• Make any additional representations or warranties to any third-party relating to the Content or Rally NFT except those contained in these Terms; and
• Display, copy, or otherwise use the Content or Rally NFT, except in connection with the limited license granted hereunder, without Rally’s prior express written approval for such use.

9. Assumption of Risk

You understand and agree that you purchase Rally NFTs at your own risk.

By purchasing the Rally NFTs, you acknowledge and assume all risks associated with the Rally NFTs, including without limitation:

• You are solely responsible for determining what, if any, taxes apply to your purchase, sale, or transfer of any Rally NFT. Rally is not responsible for determining or paying the taxes that apply to any transactions relating to the Rally NFTs;
• Price, liquidity, and scarcity of blockchain assets, including Rally NFTs, are extremely volatile and may be subject to fluctuations;
• Fluctuations in the price of other digital assets could materially and adversely affect the valuation of the Rally NFTs;
• Legislative and regulatory changes or actions may adversely affect the use, transfer, and value of Rally NFTs. The regulatory regime governing blockchain technologies, NFTs, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development  and/or the utility of Rally NFTs;
• Rally NFTs have no inherent monetary value and are not intended to be used for payment or investment purposes;
• Transactions involving Rally NFTs may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable;
• NFTs are subject to the risk of fraud, counterfeiting, cyber-attacks, risks that third parties may obtain unauthorized access to your third-party wallet or account, and other technological difficulties which may prevent access to or use of your Rally NFTs;
• Withdrawal or transfer of a Rally NFT to a decentralized digital asset wallet is at your own risk, and the transfer of any Rally NFT to an incorrect digital asset wallet address will result in the irreversible loss of such Rally NFT; and
• Costs and speeds of transacting with cryptographic and blockchain-based systems are variable and may increase or decrease dramatically at any time, resulting in prolonged inability to access or use any Rally NFTs.

You understand and agree that the evaluation of the nature and appropriateness of these risks is solely your responsibility. This warning and others provided in these Terms do not constitute or imply an ongoing obligation to alert you to all of the potential risks of purchasing Rally NFTs, and acknowledge that this statement is not exhaustive and does not disclose all of the risks associated with the Rally NFTs.

10. Governing Law; Arbitration.

These Terms and all claims related to it, its execution or the performance of the parties under it, shall be construed and governed in all respects according to the internal laws of the State of New York without regard to the conflict of law provisions thereof. You hereby waive any right to bring any claim against Rally in court (including any right to a trial by jury), except as provided by the rules of the arbitration forum in which a claim is filed. You waive any right you may have to start or participate in, and agree to opt out of, any class action against Rally arising from or relating to the Rally NFTs or these Terms. Any controversy or claim arising out of or relating to an alleged breach of these Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association before a single arbitrator. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New York, New York and the language of such arbitration shall be English. Rally may seek any interim or preliminary relief from a court of competent jurisdiction in New York, New York, necessary to protect Rally’s rights or property pending the completion of arbitration. The arbitrator shall not have the authority, power, or right to alter, change, amend, modify, add, or subtract from any provision of these Terms. The arbitrator shall have the power to issue mandatory orders and restraining orders in connection with the arbitration. The award rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered thereon in any court of competent jurisdiction.

By agreeing to these Terms, you explicitly agree that any claims or actions that you may otherwise have against us under the laws of any jurisdiction outside the United States are hereby waived, including without limitation, any claims or actions under the laws of your own country, and that your sole location and applicable law for any dispute is in the United States according to the terms of this Section.

11. Assignment

These Terms are for the benefit of the parties and their successors and assigns. The parties and their successors and assigns are bound by these Terms. If you sell, trade, donate, gift, assign or otherwise transfer, assign or novate the Rally NFT, you must provide explicit notice of these Terms to the transferee.

We may assign our rights under these Terms without your consent at any time and without notice.

12. Severability

If any provision of these Terms where the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of these Terms and the application of such provision to the other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by applicable law.

13. Survival

Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement, including, without limitation, the provisions of Sections 4, 5, 6, 7, 10 and 13 of this Agreement.

14. Waiver

No waiver by Rally of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by Rally. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder by Rally precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege by Rally.

15. Entire Agreement

These Terms constitute the entire agreement between you and us in connection with a purchase of a Rally NFT and use of the Content and supersede any and all prior oral, written or electronic communications or agreements relating to the subject matter hereof.

16. Headings

Section headings and section labels are provided for convenience only, and do not form a part of these Terms and shall not affect in any way the meaning or interpretation of these Terms.