Order Esports Holding Limited User Content Terms and Conditions April 2021

Please read these terms and conditions (“Terms”) carefully. These Terms apply in respect of the User Content submitted on Order’s Website or any of its social media pages and is a binding, legal contract between you and Order Esports Holdings Limited (“Order”, “we” or “us”). By completing the User Content submission form, you acknowledge that you have read, understood, and agree to be bound by the Terms.

1. General

1.1.By completing the User Content submission form and submitting your User Content on our website at ‘order.army’ (“Website”) or any of our social media pages, you accept, without qualification or limitation, these Terms. You should carefully read and consider these Terms and if you do not agree with any part of them you should not submit your User Content submission form and you should not participate in the Tournament as a registered participant. Once you submit the User Content submission form then you are taken to have agreed and accepted in full the Terms and any breach of the Terms by you after that submission date and time will lead to your immediate exclusion from the Tournament and any other consequences specified herein in relation to your participation in the Tournament.

1.2.If we need to contact you, we may do so by the email provided in your registration or by posting a notice on our website at ‘order.army’ (the “Website”) or social media pages. You agree that this satisfies all legal requirements in relation to written communications.

1.3.These Terms, and any dispute relating to these Terms or the User Content, are governed by and must be interpreted in accordance with the laws of Victoria, Australia. Each party submits to the exclusive jurisdiction of the Courts of Victoria in relation to any dispute connected with these Terms or your User Content.

1.4. For us to waive a right under these Terms, the waiver must be in writing.

1.5.Order reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Order updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

2. User Content

By participating in the ‘Tony Hawk’s Pro Skater’ tournament hosted by Order (“Tournament”), you are required to create, stream and record live audio-visual recordings of your matches in the Tournament using Twitch or any other live streaming platform agreed to by Order (“User Content”). For the avoidance of doubt, your User Content includes such live audio-visual recordings of your matches and any other material (including without limitation text, images, audio material, video material and audio-visual material) you create in respect of your matches and participation in the Tournament.

2.1 License to Order

2.1.1 You grant Order and its sub-licensees a non-exclusive, royalty-free, perpetual, irrevocable and fully assignable and sub-licensable right to: (a) use, reproduce, repackage, reformat, modify, adapt, publish, translate, create derivative works from, distribute, edit, perform, and display your User Content throughout the world for any purpose (including without

limitation for promotional and advertising purposes or for any other commercial use) in any form, format, media, or media channels now known or later developed or discovered; and (b) use the name, identity, likeness, and voice (or other biographical information) that you submit in connection with such User Content.

2.1.2 Should such User Content contain the name, identity, likeness, and voice (or other biographical information) of third parties, you represent and warrant that you have obtained the appropriate consents and/or licenses for your use of such features and that Order and its sub-licensees are allowed to use them to the extent indicated in these Terms.

2.1.3 You agree to upload (and provide Order with all necessary assistance to upload) all live streaming of your matches onto the Website prior to the commencement of a match as to enable the live broadcast of the matches on the Website. For the avoidance of doubt, and without limiting clause 2.1.1, Order is permitted to use any of the live audio-visual records of the matches in any post broadcasting material on its Website or social media pages. Failure to provide such recordings will result in you being banned from the Tournament and any prize you may be entitled to will be forfeited (if applicable).

2.1.4 You grant Order the non-exclusive right to seek to enjoin and/or obtain damages from any third party from the unauthorised use or reproduction of your User Content. If we publish your User Content or authorise or license others to do so, your User Content may be edited for length or clarity or for any other reason either before or after it is published. We reserve the right (but not the obligation) to remove any User Content for any reason from the Website or any of our social medial pages.

2.2 User Content Representations and Warranties

You are solely responsible for your User Content and the consequences of posting or publishing it. You represent and warrant that: (a) you are the creator or own or control all right in and to the User Content or otherwise have sufficient rights and authority to grant the rights granted herein; (b) your User Content does not and will not: (1) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (2) defame any other person; (3) your User Content is not illegal, indecent, profane, threatening and does not contain any viruses, adware, spyware, worms, or other harmful or malicious code; (4) your User Content does not contain personally identifiable information about other persons, such as their phone number, identifiable pictures, contact information or email address, or information about them that could result in an invasion of their privacy or their harassment; and (5) unless you have received prior written authorisation, your User Content specifically does not contain any pre-release or non-public beta software or game content or any confidential information of Order or third parties or otherwise violate the legal rights of any person or entity. Order reserves all rights and remedies against any users who breach these representations and warranties.

2.3 Content is submitted at Your Own Risk

Order does not guarantee that any unauthorised copying, use, or distribution of User Content by third parties will not take place. To the fullest extent permitted by applicable law, you hereby agree that Order shall not be liable for any unauthorised copying, use, or distribution of User Content by third parties and release and forever waive any claims you may have against Order for any such unauthorised copying or usage of the User Content.

3. Copyright and Intellectual Property

3.1 The Website and all of the related products of Order are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the site content (other than User Content, set out in Section 3 above), including, without limitation, Order’s trade marks and logos, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, button icons, video images, sound files, other files, and the selection and arrangement thereof (collectively, the “Materials”) is the property of Order or its subsidiaries or affiliated companies or third party licensors.

3.2 You may not, without the prior written permission of Order and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party website, transmit, post, distribute, show or play in public, adapt or change in any way any of the Materials or a third party licensor of Order’s for any purpose. This prohibition does not extend to your User content.

4. Use of data

4.1 Order will be collecting personal data about you (including, without limitation, name, phone number, mailing address, gamer alias, gender, age, e-mail addresses) when you submit User Content or if you are awarded a Prize (if applicable). You grant to Order, and Order reserves, the right to use any and all information provided by you in relation to your participation in the Tournament, for any purpose, unless prohibited by law. In order to accept a Prize, the Winner grants to Order and its advertising agencies the right to use and publish Winner's photo, proper name, likeness, voice, opinions, biographical information and state in any media to promote the Tournament without additional compensation (to the extent such use is not prohibited by law). By entering into the Tournament, participants forever release and hold harmless Order, its subsidiaries, affiliates, directors, officers, employees, and agents from any and all liability for any injuries, loss or damages of any kind arising from or in connection with your User Data, the Website, Order’s social media pages or any Prize won by you (if any).

4.2 We will adopt the Australian Privacy Principles (“APPs”) contained in the Privacy Act 1988 (Cth) in respect of any personal information you provide us. The APPs govern the way in which we collect, use, disclose, store, secure and dispose of your personal information.

5. Selection of winners

5.1 The winner(s) of the Tournament (“Winners”) will be notified immediately through direct message on Twitch or via email (or any other form of electronic communication as determined by us) and must follow the instructions specified in the notice in order to contact a representative of Order. Winners will be selected in accordance with the rules of the Tournament (the “Rules”) which are located on our website and should be read by you before your register as a participant. Order’s decisions as to all matters related to administration of the Prize and selection of the Winners is final. The Winners must comply with all terms and conditions set forth in these Terms and Rules. The winning and award of the applicable Prize or Prizes contingent upon fulfilling all requirements as set out by Order in these Terms and the Rules. If a potential Winner cannot be contacted within twenty-four (24) hours after the first attempt to contact such potential Winner, an alternate participant will be selected in his or her place from all eligible entries received or the Prize will be forfeited (as determined by Order in its discretion).

5.2 The prizes to be awarded in the Tournament are contained in the Rules (the “Prize”).

5.3 Order reserves the right to cancel or modify the Prize if fraud or any other factor impairs the integrity of the Prize and the Tournament as determined by Order in its sole discretion.

6. Indemnity

You agree to indemnify Order, its affiliates, employees, agents, contributors, third party content providers and licensors from and against all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with: (a) our posting, storing, or otherwise transmitting of any of your User Content; (b) your misconduct in the Tournament or violation of the Rules or receipt of a Prize (if any); (c) your violation of the rights of any third party; and (d) any violation by you of these Terms or any breach of the representations, warranties, and covenants made by you herein.

7. Limitation of Liability

7.1 Subject to this clause, and to the fullest extent permitted by law:

(a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in these Terms are excluded; and

(b) Order will not be liable for any direct, special, indirect, or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits, or loss of data, or damage to goodwill arising out of or in connection with the Tournament, these Terms or the User Content (including without limitation any interruptions to or cancellation of the Tournament, damages caused by or resulting from reliance on any information obtained from Order, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction, or unauthorized access to twitch’s records, programs, or services) and, whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

7.2 Without limiting the generality of clause 7.1, the applicable Prize is provided “as is” without warranty of any kind, either express or implied, and the releases (defined below) hereby disclaim all such warranties, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose and/or non-infringement.

7.3 Nothing in these Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

8. Resolution

8.1 If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

8.2 A party to the Terms claiming a dispute ('Dispute') has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

8.3 On receipt of that notice ('Notice') by that other party, the parties to the Terms ('Parties') must: (a) Within 20 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree.

(b) If for any reason whatsoever, 20 days after the date of the Notice, the Dispute has not been resolved, the Parties must agree upon selection of a mediator.

(c) The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation.

(d) The mediation will be held in Melbourne, Australia.

8.4 All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as "without prejudice" negotiations for the purpose of applicable laws of evidence.

9. Severance

If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.