1. DEFINITIONS

1.1 The following capitalized terms shall bear the meanings ascribed to them:

"Affiliate" means, with respect to either Party, any other entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this definition, "control" means the direct or indirect ownership of more than fifty percent (50%) of the voting securities or other ownership interest of an entity, or the power to direct or cause the direction of the management and policies of such entity, whether through ownership, by contract, or otherwise.

"App" means an application or program for a computer system, CTV system, or mobile device through which a person may access or use a streaming service, and may be a web application or mobile application.

"Advertising Video On Demand", "Ad-Supported Video On Demand" or "AVOD" means the provision of on-demand video streaming services that End Users may access with or without a subscription or account but that may be supported by advertisements rather than a fee.

"Broadcast" means pay TV accessed via cable or satellite through a linear provider.

"Confidential Information" means any and all information provided by one Party to another Party prior to or during the Term and in any way relating to the Intellectual Property Rights, business, or affairs of the disclosing Party, including software, code, algorithms, technical information, relationships with licensors, distribution platforms, partners and other parties, business plans, financial and other models and projections, content provider lists, advertiser lists, customer lists and technology provider lists, electronic records, any reports generated due to the implementation of the Agreement, the terms of the Agreement and any other information by its nature that should be kept confidential, regardless of form or format, provided however that Confidential Information shall not include information which the receiving Party can establish through written records: (a) is, at the time of disclosure, readily available to the trade or the public through no fault of the receiving Party; (b) was rightfully in the receiving Party's possession prior to the disclosure; (c) was disclosed to the receiving Party by a Third Party lawfully and without restriction; (d) was independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information; or (e) was disclosed by the receiving Party with the prior written consent of the disclosing Party.

"Connected TV" or "CTV" means an Internet-connected device or television that is configured to support video content streaming, using OTT or other methods to access content.

"Content Standards" mean Licensee's required standards for all content on The Platforms, including the Licensed Titles, which is available at aparentmedia.com/creators/content-standards.

"Data" means any and all information derived from or related to The Platforms and the use thereof, including End User information and interactions, and usage and performance of Licensed Titles.

"Derivative Works" means a work derived from a Licensed Title or other materials hereunder that is created as a result of the content encoding and quality assurance process, file adjustments made to the Licensed Titles to match the Specifications or other relevant specifications per distribution platform, translations, the addition of closed captions (if required by applicable law), the addition of subtitles, the addition of accessibility elements (if required by applicable law), the removal of any commercials from legacy content, the addition or modification of metadata for content classification, discoverability, and monetization purposes, the addition of ad breaks or sponsorships (if any), the conversion of Live content into on-demand content, the creation of Introductory Segments, Shorts, or other Marketing Materials permitted hereunder or by written permission of Licensor, and other similar works.

"Dollars" or "$" means United States dollars.

"End User(s)" means any person that has registered, subscribed, purchased, downloaded, visited, or otherwise acquired access to The Platforms for use in accordance with applicable terms of use.

"Free Ad-Supported Streaming TV" or "FAST" means the provision of Live content or Linear Content streamed over Internet-connected devices like CTV and supported by advertisements dynamically inserted into ad breaks without the need for the End User to obtain a paid subscription or account.

"Intellectual Property Rights" shall mean any enforceable right or protection existing from time to time in any jurisdiction, whether registered or not, under the laws of patent, copyright, performance or moral rights, trade-secrets, confidential information, privacy, integrated circuit topography, semi-conductor chip protection, trademark, industrial designs, unfair competition or other similar laws.

"Introductory Segment" means promotional content in video, audio or combined audio-visual form, as well as screen shots and images, representative of a Licensed Title.

"IPTV" or "Internet-based Protocol Television" means a method of providing digital content to End Users through a privately managed network in a controlled manner using the Transmission Control Protocol/Internet Protocol suite.

"License Fee" means the fees to be paid by Licensee to Licensor during the Term in accordance with the Agreement, including Section 4 of these Terms and Conditions.

"Linear Content" means content that is scheduled and made available to an End User at a specified time or in a pre-programmed order.

"Live" means any Licensed Titles streamed or otherwise distributed in real time.

"Marketing Materials" means any sales, promotional, or advertising assets, or other creative assets and Derivative Works (including clips, Shorts, replays, mash-ups, vignettes, and similar works), in any format whatsoever for use in promotions, marketing, advertisements, blogs, websites, social media campaigns on any platform, traditional media campaigns, or End User sales initiatives.

"Materials" means any assets related to the Licensed Titles, including metadata, subtitles, closed captions, translations, and other incidental or Derivative Works created for the purposes of display and distribution on The Platforms or for marketing purposes.

"Non-linear Content" means content that is made available and consumed upon the request of the End User such as through on-demand video.

"Operator" means any telecommunications service provider, multi-service organization, multichannel video programming distributor (MVPD), virtual multichannel video programming distributor (vMVPD), OEM, CTV service, mobile network provider, internet service provider, cable or satellite service provider, carrier, or the like that is able to distribute The Platforms to End Users.

"Out-of-Home" or "OOH" means a method of reaching End Users while away from their homes and personal devices in public spaces, such as restaurants or bars.

"Over-the-Air" or "OTA" means broadcast television accessed through a linear provider via antennae, cable, satellite but not through OTT or IPTV.

"Over-the-Top" or "OTT" means a method of providing content to End Users over the Internet via the HTTP protocol at the request of the End User through an application or channel running over top of traditional network providers.

"Privacy Policy" means Licensee's privacy policy, which is available at https://aparentmedia.com/legal/privacy-policy

"Rolling Delivery" means Licensor's provision of Licensed Titles (with an email confirmation) for Licensee's review and acceptance as soon as reasonably practicable after such Licensed Titles are produced by Licensor, and in the case of Live content, on a real time basis.

"Run Date" means the period in which the Licensed Titles and Materials may be exhibited by Licensee, which unless otherwise agreed to by Licensee shall end upon conclusion of the Term.

"Secure Stream" means using commercially reasonable efforts and technologies directed towards copy and data protection to protect the delivery of streaming content without unauthorized interception.

"Specifications" means Licensee's required specifications for all content on The Platforms, including the Licensed Titles, which is available at aparentmedia.com/creators/content-specifications.

"Subscription Video on Demand" or "SVOD" for the purpose of the Agreement means the provision of on-demand video streaming services that End Users access through a paid subscription or account or other paywall.

"Term" means the Initial Term and any Renewal Term(s).

"Third Party" means any person other than Licensor, Licensee, or their Affiliates, and includes Operators.

"Transactional Video on Demand" or "TVOD" means the provision of video streaming services that users may access by paying a one-time fee to rent, license, own, or otherwise access the content, which may include pay-per-view, fixed-period access, and electronic sell-through purchases.

"The Platforms" means the web and mobile Apps, channels, and other methods of distribution developed and supported by Licensee and Licensee's Affiliates under the Victory+, Kidoodle.TV, Dude Perfect Streaming Service, and/or Glitch+ brands.

2. LICENSED CONTENT TERMS AND INTELLECTUAL PROPERTY

2.1 Grant of Licensed Rights

In consideration of the License Fees and other agreements set forth herein, Licensor hereby grants to Licensee and its permitted successors, licensees and assigns during the Term a non-exclusive, limited, non-revocable and non-transferable (except as expressly provided herein) right and license to view, use, reproduce, modify, make Derivative Works of, distribute, broadcast, stream, telecast, market, publish, publicly demonstrate, make available, import, export, exhibit, deal with and deliver the Licensed Titles through the Platforms, for delivery within the Territory, in the Languages, across any media and devices capable of delivering The Platforms, including via OOH, OTA, OTT or IPTV, and by means of any distribution or signal transmission now known or hereafter developed. Licensor further grants to Licensee the right to use Licensor's name, image, likeness, voice and other personal identification ("Personal Identification") in connection with the marketing or promotion of the Licensed Titles and/or the Platforms for which Licensor shall receive no additional fee.

2.2 Territory

Licensee shall be permitted to use the Licensed Titles within the Territory, provided that the Licensed Titles shall not be released within any portion of the Territory that is subject to an embargo or other sanction by the United States or Canada, or which is considered by Licensee in its sole discretion to be high risk.

2.3 Grant of Limited Right to Sublicense

Licensor hereby grants Licensee a worldwide, non-transferable (except as provided for herein), royalty-free right and license to sublicense the Licensed Titles and any Derivative Works to Third Parties for use on Third Party platforms with respect to the rights and licenses otherwise conferred upon Licensee under the Agreement, so long as such sublicense does not confer the right to further sublicense; provided, however, that Licensee shall notify Licensor of any such sublicensing opportunity prior to sublicensing.

2.4 Grant of Interactive Rights

If Licensee identifies an opportunity to make the Licensed Titles 'interactive', Licensee's Account Manager shall notify Licensor's Account Manager of the opportunity and if approved by Licensor (email to suffice), Licensor hereby grants Licensee and their service providers a worldwide, non-transferable (except as provided for herein), royalty-free right and license to make the Licensed Titles into interactive works (deemed to be Derivative Works) for display and distribution on The Platforms or sublicensed properties.

2.5 Grant of Incidental Rights and Derivative Works

The grant of the rights and licenses to Licensee under the Agreement includes all rights incidental or necessary to exercise those rights and licenses including the right for Licensee to use, prepare, deliver, reproduce, adapt, modify, vary, make Derivative Works, market, monetize, or otherwise deal with any Licensed Titles. Licensor hereby appoints Licensee as Licensor's attorney-in-fact to the extent necessary for Licensee to accomplish any of the foregoing during the Term.

2.6 Intellectual Property

All rights, titles, and interests in and to (and ownership of) The Platforms, Licensee's Data, and any Content Applications, any modifications made thereto and all Intellectual Property Rights therein, shall at all times remain with Licensee (and its suppliers). As between Licensor and Licensee, Licensor owns all copyrights in the Licensed Titles and Materials provided by Licensor and all rights to Licensor's Personal Identification, and Licensee owns all other content produced and distributed through The Platforms.

2.7 Licensee's Affiliates

Solely for the purpose of distribution on Platforms, Licensee may permit its Affiliates to exercise any of the rights and licenses set out in the Agreement; provided that Licensee shall remain responsible for compliance with the terms of the Agreement by any such Affiliates.

2.8 Access

Licensor agrees that Licensee and each End User may stream or view each of the Licensed Titles through The Platforms (or sublicensed service, if applicable) an unlimited number of times anywhere. Licensee has no obligation to display the Licensed Titles at any time on any Platform.

2.9 End User Interaction and Engagement

Licensor acknowledges and agrees that the Licensed Titles may be made available by Licensee in a way that allows End Users to interact and engage with such Licensed Titles by generating their own content, including posting comments, reactions, ratings, and other forms of engagement.

3. TERMINATION

3.1 Termination

If a Party is in material breach of the Agreement and such Party fails to cure or remediate within thirty (30) days following receipt of written notice specifying such breach, then the non-breaching Party shall have the right, but not the obligation, to terminate the Agreement without further notice. Licensee may terminate the Agreement at any time for any reason whatsoever by providing at least thirty (30) days' prior written notice to Licensor.

3.2 Effect of Termination

Upon termination or expiration of the Agreement, (a) the rights and licenses granted hereunder shall immediately terminate and Licensee shall stop distributing Licensed Titles to End Users; and (b) each Party shall destroy or return to the other Party all copies in any form of the other Party's Confidential Information.

4. LICENSE FEES AND TAXES

4.1 Sponsorships

All sponsorship revenue on Licensed Titles shall be included in Gross Revenue. The Parties shall work together to determine and fill all sponsorships opportunities, which shall be mutually approved by the Parties in writing (email to suffice).

4.2 Report and Payment of Fees

Licensee shall generate reports of Gross Revenue received related to the Licensed Titles against which the Net Revenue Share will be calculated and remitted to Licensor on a quarterly basis:

• Q1 (January 1 – March 31)

• Q2 (April 1 – June 30)

• Q3 (July 1 – September 30)

• Q4 (October 1 – December 31)

Licensee shall provide such report and pay the License Fees made in that quarter within ninety (90) calendar days thereafter.

4.3 Verification of Impressions

Neither Party may use or launch any automated system or employ any technique that is designed to artificially inflate impressions, including "bots", "click farms", or "ad stacking" activities.

4.4 Third Party Costs, Taxes and Other Fees

Licensor shall be solely responsible for obtaining and maintaining all necessary rights, licenses, clearances, and consents, including creative and copyright royalties and other obligations, required for the use of the Licensed Titles and Materials by Licensee as authorized under the Agreement.

5. SPECIFICATIONS AND DELIVERY

5.1 Licensed Title Specifications

Licensor shall deliver the Licensed Titles and Materials, including access to Licensor's content library, to Licensee on a Rolling Delivery basis and in accordance with any on-boarding guide provided by Licensee, the Specifications, Licensee's quality assurance process and the Content Standards.

5.2 Delivery of Licensed Titles and Materials

(a) If any of the Licensed Titles do not adhere to the Specifications, Licensee may reject the Licensed Titles in its sole discretion; provided however, that Licensee's Account Manager will first notify Licensor's Account Manager (both as listed under the signature block to the Agreement) of any defects, and the Parties shall first take reasonable efforts to work together to cure such defects to meet the Specifications. Where the defect cannot be cured, Licensor shall provide substitute Licensed Title(s) of equal or greater value and quality appropriate for the demographics of The Platforms as mutually determined by the Parties in good faith. If substitute Licensed Title(s) of a quality and kind that is deemed suitable by Licensee is not available, Licensee shall have the option of terminating the Agreement with no further liability to Licensor.

(b) Where applicable, Licensor shall be obligated to meet the Minimum Content Obligations. If Licensor does not meet the Minimum Content Obligations for any given month of the Term, Licensee may accept extra Licensed Titles in the subsequent month in lieu thereof. However, where Licensor does not meet the Minimum Content Obligations in three (3) or more instances during the Term, Licensee shall have the right (but not the obligation) to (i) terminate the revenue share arrangement and offer Licensor a different License Fee that is based on performance at a cost-per-mille or other fee, for which the Parties will amend the Agreement if accepted by Licensor or for which the Parties will terminate the Agreement if not accepted, or (ii) immediately terminate the Agreement upon notice.

5.3 Closed-Captioned/Subtitled Assets

If Licensor is not able to provide required closed captioning (or subtitles, as applicable) for any Licensed Titles, Licensee may closed-caption or subtitle (or engage a Third Party to closed-caption or subtitle) the Licensed Titles to meet the Specifications at Licensor's cost.

5.4 Grant of License to Content Application

Licensee may, in its sole discretion, provide Licensor with access to and use of one or more content portals, applications or dashboards (each, a "Content Application") on a limited, revocable, non-exclusive basis for Licensor to upload the Licensed Titles and/or obtain information about the performance of the Licensed Titles.

5.5 Advertising Control

Licensee shall have the sole and exclusive right to determine the nature, format, timing, and placement of any and all advertising, sponsorships, or promotional content in connection with the Licensed Titles.

5.6 Use of Artificial Intelligence Tools

Licensee shall have the right, in its sole discretion, to use artificial intelligence tools, including generative artificial intelligence technologies, to edit, transcode, tag, enhance, localize, or otherwise process the Licensed Titles and Materials, provided that such use does not alter the substantive content in a manner that would misrepresent the original work or violate applicable law.

6. PROMOTION AND ADDITIONAL LICENSES

6.1 Promotion

The Parties are each entitled to refer to the relationship between the Parties (including the other Party's names, logos, and information about the Licensed Titles or services provided) in their marketing and information materials, websites, and social media sites, taking care not to disparage or harm the brand(s) of the other Parties.

6.2 Marketing

(a) Licensor acknowledges and agrees that user engagement drives ad impressions and sponsorship interest and ultimately drives revenues, and accordingly, it will use best efforts to promote and market the availability of the Licensed Titles on The Platforms without further compensation.

(b) Licensor agrees to provide advance notice to Licensee's Account Manager of its planned marketing activities at least once per month and will ensure that Licensor's Account Manager shall collaborate with Licensee's Account Manager to develop and adhere to an approvals process between the Parties with respect to Marketing Materials and activities. Licensor acknowledges and agrees that short-form content ("Shorts") provided by Licensor to Licensee are considered Marketing Materials for which no fee is payable by Licensee.

(c) Licensor agrees that any contests, giveaways, sweepstakes, or other promotions of chance that it initiates in relation to the Parties, The Platforms or the Licensed Titles' availability on The Platforms, including on any website or social media platform of any kind (collectively, "Contests"), shall be at its sole cost and liability and must be reviewed and consented to by Licensee. Licensor agrees to use a Third Party promotions service that provides legal support and insurance to assist Licensor with running such Contests, and Licensor shall indemnify and hold Licensee and its Affiliates harmless from and against any claims and/or liabilities which may arise or be incurred in connection with such Contests.

(d) Licensor agrees that Licensee may: (i) market and promote the availability of any Licensed Titles through the promotional channels of The Platforms, Licensee or its Affiliates (including websites and social media), Third Party channels, and other marketing avenues; (ii) collaborate with Licensor or a Third Party to co-promote the Licensed Titles; (iii) create Marketing Materials and/or Introductory Segments; (iv) share the Marketing Materials and/or the Introductory Segments with any Third Party for the purpose of promoting the availability of The Platforms or the availability of the Licensed Titles on The Platforms; (v) where relevant, create icons and avatars or other Derivative Works for The Platforms from images in the Licensed Titles; and (vi) include Licensor's Licensed Titles and content thumbnails in promotional placement slots offered to Licensee by distribution or other partners.

6.3 Licensor Marks

(a) Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable right and license (without additional fee) to use, reproduce, publish, perform and display the trade names, logos, designs, slogans, trademarks, service name and service marks of Licensor and the Licensed Titles ("Licensor Marks") via The Platforms, and in any advertising, promotions, and Marketing Materials publicizing (i) The Platforms, or (ii) the availability of the Licensed Titles on Victory.

(b) Licensor will provide Licensee with the Licensor Marks and instructions for use upon delivery of the Licensed Titles and Licensee shall adhere to such instructions and brand guidelines. Licensor acknowledges that in addition to the other uses permitted herein, the Licensor Marks may be used in (i) the user interface of The Platforms, whether such interface is hosted by Licensee or any Third Party Operator or distributor, (ii) in App stores and other Third Party 'stores' where The Platforms may be accessed, and (iii) in Licensee's advertising, Third Party promotional efforts, and other marketing efforts in relation to The Platforms.

(c) Licensee may use the Licensor Marks in conjunction with or in proximity to the trade names, logos, designs, slogans, trademarks, service name or service marks of Third Parties ("Third Party Marks") as part of promotional and advertising efforts of Licensee, provided however that Licensee shall not create a combination mark consisting of one or more of the Licensor Marks and Third Party Marks without written consent of Licensor.

(d) Licensee and its Affiliates may use artificial intelligence and machine learning technologies to support or undertake certain data processing activities (which may include translation, classification, review, verification, metadata validation, audit and related activities), and brand recognition activities within its ad review process. Output from these technologies and other Licensee activities (including those undertaken by Licensee analysts) may be used to identify relationships in the data (including output data) and to train, refine and improve such technologies to serve advertisements or to enhance The Platforms. Such technologies may be proprietary to Licensee or licensed from Third Parties. Licensor hereby consents to Licensee's use of such technologies and grants to Licensee and its licensors, a perpetual, limited, non-exclusive right to use the data (including output data) and the Licensor Marks for such purposes.

6.4 Licensee Marks

Licensee hereby grants to Licensor a limited, non-exclusive, non-transferable right and license (without additional fee) to use, reproduce, publish, perform and display Licensee's trade names, logos, designs, slogans, trademarks, service name or service marks ("Licensee Marks") for any mutually agreed upon Marketing Materials.

6.5 Account Managers and Approvals

The Parties acknowledge and agree that the success of the Licensed Titles and The Platforms depends upon the on-going cooperation and close relationship of the Parties and the identification of strategic opportunities to increase audience size, usage, and monetization activities. As such, the Parties agree to:

(a) work together to establish an approvals process between them to review and approve Marketing Materials, Contests, or any other materials under the Agreement as required;

(b) as indicated under the signature block to the Agreement (or as may be later updated, email to suffice), each appoint those appropriate representatives who will be the key points of contact for any matters relating to marketing, promotion and approvals under the Agreement (the "Account Managers");

(c) work together on an on-going basis through their Account Managers to review new proposals and opportunities as they arise; and

(d) hold a meeting with senior members of each Party on an annual basis (teleconference to suffice), to review the on-going collaboration activities of the Parties and the performance of the Licensed Titles with a view to optimize performance and engage in strategic planning.

7. WARRANTIES; DISCLAIMERS; AND LIMITATION OF LIABILITY

7.1 Licensor Representations and Warranties

Licensor represents and warrants to Licensee that:

(a) it owns or legally holds exclusive rights in the Licensed Titles and the Licensor Marks, or has secured all necessary licenses, authorizations and waivers from the owners of the exclusive rights, including all copyrights, moral rights, image rights and music synchronization rights;

(b) the exercise of the rights and licenses by Licensee (or its Affiliates or permitted sublicensees) under the Agreement shall not violate, misappropriate or infringe any rights of Third Parties including Third Party Intellectual Property Rights;

(c) none of the Licensed Titles violate the Content Standards, including, but not limited to the Federal Trade Commission guidelines on endorsements and testimonials;

(d) it has not previously granted, and will not grant during the Term, any right, license or interest in, to or under the Licensed Titles or the Licensor Marks, or any portion thereof, which is incompatible with the rights and licenses granted to Licensee herein;

(e) as applicable, (i) it is an entity validly existing and in good standing under the laws of its jurisdiction of formation; and (ii) the execution, delivery and performance of the Agreement has been duly authorized by all necessary corporate action on the part of Licensor;

(f) the Agreement constitutes the legal and binding obligations of Licensor and is enforceable against Licensor in accordance with its terms; and

(g) it has the right, power, authority, and capacity to execute and deliver the Agreement and to perform its obligations under the Agreement.

7.2 Licensee Representations and Warranties

Licensee represents and warrants to Licensor that:

(a) it is a corporation, validly existing and in good standing under the laws of its jurisdiction of formation;

(b) the execution, delivery, and performance of the Agreement have been duly authorized by all necessary corporate action on the part of Licensee;

(c) the Agreement constitutes the legal and binding obligations of Licensee and is enforceable against Licensee in accordance with its terms; and

(d) it has the right, power, authority, and capacity to execute and deliver the Agreement and to perform its obligations under the Agreement.

7.3 Disclaimers

(a) EXCEPT FOR THOSE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS 7.1 AND 7.2 OF THESE TERMS AND CONDITIONS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, (I) NONE OF THE PARTIES HERETO MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES UNDER THE AGREEMENT, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER; AND (II) EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED REPRESENTATIONS OR WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, AND ANY REPRESENTATIONS OR WARRANTIES THAT MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

(b) Specifically, Licensor acknowledges and agrees that (i) the software and systems Licensee uses to prepare and stream the Licensed Titles and the Secure Stream (if provided) are all provided on an 'as is' basis; (ii) Licensee does not warrant the software and systems Licensee uses to prepare and stream the Licensed Titles, or that any Secure Stream (if provided), will be uninterrupted, timely, error-free, virus-free or that it will produce a desired result; and (iii) it releases Licensee from any and all claims associated with the success, revenue generation, or any expected results, monetary or otherwise, in connection with the Licensed Titles and/or The Platforms and Licensee expressly declines making any representation or warranty regarding the performance of the Licensed Titles and/or The Platforms in generating success, revenue, or End Users.

7.4 Limitation of Liability

(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR ANY LIABILITY ARISING OUT OF SECTIONS 8, 9.1 AND/OR 9.10 OF THESE TERMS AND CONDITIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE, OR BREACH OF THE AGREEMENT), REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, LICENSEE'S AGGREGATE LIABILITY TO LICENSOR FOR ANY DAMAGES UNDER THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER, SHALL NOT EXCEED ONE HUNDRED PERCENT (100%) OF THE AGGREGATE AMOUNT OF PAYMENTS MADE BY LICENSEE TO LICENSOR UNDER THE AGREEMENT IN THE YEAR PRECEDING THE CAUSE OF ACTION WHICH GAVE RISE TO THE CLAIM.

8. INDEMNIFICATION

8.1 Indemnification by Licensor

Licensor shall indemnify, defend, and hold harmless Licensee, its Affiliates and sublicensees, and their respective officers, directors, employees, agents, successors, and assigns, from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers (collectively, "Losses"), arising out of or in connection with any third-party claim, suit, action, allegation or proceeding ("Third-Party Claim"):

(a) relating to any actual or alleged breach or misrepresentation by Licensor of, inaccuracy in, or failure to perform, any representation, warranty, covenant, or other obligation hereunder;

(b) relating to the subject matter of the Licensed Titles or any other Materials or deliverables;

(c) resulting directly or indirectly from the Licensed Titles or the use of the Licensed Titles or any Materials or deliverables in accordance with the Agreement; or

(d) that the Licensed Titles (or any part thereof) or the Licensor Marks constitute an infringement or misappropriation of a Third Party Intellectual Property Right.

8.2 Indemnification by Licensee

Licensee shall indemnify, defend, and hold harmless Licensor, its Affiliates and sublicensees, and their respective officers, directors, employees, agents, successors, and assigns, from and against any Losses arising out of or in connection with any Third-Party Claim:

(a) relating to any actual or alleged breach or misrepresentation by Licensee of, inaccuracy in, or failure to perform, any representation, warranty, covenant, or other obligation hereunder; or

(b) that the Licensee Marks or other Licensee intellectual property constitute an infringement or misappropriation of a Third Party Intellectual Property Right.

8.3 Procedure for Indemnification

A party entitled to indemnification shall promptly notify the party from whom it is seeking indemnification. The Indemnifying Party shall promptly assume control of the defense and investigation of the claim, with counsel reasonably acceptable to the Indemnified Party.

8.4 Additional Considerations

If any of the Licensed Titles unintentionally infringe or otherwise violate any Third Party Intellectual Property Rights, Licensor shall notify Licensee promptly in writing and all licenses shall be revoked in respect of those specific Licensed Titles. The Parties shall then mutually agree on substitute works.

9. GENERAL TERMS

9.1 Confidentiality

Each Party acknowledges that any Confidential Information disclosed by the other Party has been disclosed solely for the performance of its duties hereunder. Neither Party shall use, disclose, make known, sell, or transfer Confidential Information of the other Party without express prior written consent.

9.2 Assignment

No Party may assign the Agreement in whole or part without the prior written consent of the other Parties, which consent may not be unreasonably withheld. Either Party may assign the Agreement to an Affiliate or to a successor to substantially all of the Party's business upon advance written notice.

9.3 Dispute Resolution

The Parties agree to work together to resolve any issues or disputes between them in good faith before resorting to legal means.

9.4 Force Majeure

Neither Licensor nor Licensee will be liable or responsible to the other Party, nor be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party's reasonable control (each, a "Force Majeure Event") including the following:

(a) acts of God;

(b) flood, fire, earthquake, or explosion;

(c) general internet outages;

(d) epidemic or pandemic;

(e) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest;

(f) government order or law;

(g) actions, embargoes, or blockades in effect on or after the date of the Agreement;

(h) action by any governmental authority;

(i) national or regional emergency;

(j) strikes, labor stoppages or slowdowns, or other industrial disturbances;

(k) shortage of adequate power or transportation facilities; or

(l) server outages.

The impacted Party shall promptly give notice of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. If the impacted Party's failure or delay remains uncured for a period of thirty (30) days following written notice given by it under this Section, the other Party which received notice from the impacted Party may thereafter unilaterally terminate the Agreement on ten (10) days' written notice.

9.5 Entire Agreement and Amendment

The Agreement contains the entire agreement and understanding between the Parties relating to the subject matter hereof, superseding any and all prior agreements and understandings. The Agreement may not be supplemented, modified, amended, released or discharged except by a written instrument agreed to by each Party's duly authorized representative.

9.6 Notices

All notices hereunder shall be deemed given upon receipt when delivered personally, upon written verification of delivery from overnight courier, upon verification of receipt of registered or certified mail, or upon verification of receipt by electronic mail.

9.7 Waiver

No failure or delay by any Party to exercise any right or enforce any obligation shall be construed as a waiver of that or any other right or power, unless made in writing and signed by the Parties.

9.8 Survival

The provisions of the Agreement that by their nature are designed to survive termination or expiration will survive, including provisions respecting ownership of Intellectual Property Rights, confidentiality, and non-disparagement.

9.9 Reputation and Non-Disparagement

The Parties undertake to protect the standards of business practice of themselves and each other, and to act in such a way as to uphold each Party's good name and reputation.

9.10 Compliance

(a) General. Each Party shall comply with all applicable laws, rules and regulations in connection with its performance under the Agreement.

(b) Anti-Bribery. Each Party agrees to comply with all applicable foreign or domestic anti-corruption and anti-bribery laws, as in effect from time to time, including the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and any laws intended to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (collectively, "Anti-Corruption Laws"). Without limiting the generality of the foregoing, each Party agrees not to make, authorize, offer, or promise to make or give any money or any other thing of value, directly or indirectly, to any current or former government official or employee (including employees of a state-owned or controlled enterprise or of a public international organization), candidate for political office, or an official of a political party, or any employee, director or consultant of a non-government client or potential client, for the purpose of securing any improper or unfair advantage or obtaining or retaining business in connection with the activities contemplated hereunder or for the purpose of improperly inducing or rewarding favorable treatment or advantage in connection with the Agreement. Each Party agrees to immediately notify the other of any request that it receives to take any action that might constitute, or be construed as, a violation of the Anti-Corruption Laws.

(c) Licensee Policies. In the performance of Licensor's obligations under the Agreement, Licensor shall comply with the following Licensee policies (collectively, the "Licensee Policies"): (i) the Privacy Policy; (ii) the Content Standards; (iii) the Specifications; and (iv) any other policies posted on Licensee's and/or The Platforms's website which Victory deems, in its sole discretion, are necessary for Licensor to perform its obligations under the Agreement. The Licensee Policies may be updated by Licensee from time to time in its sole discretion and Licensor's continued performance under the Agreement after the posting of such updated Licensee Policies online by Licensee shall be deemed acceptance by Licensor of such updated Licensee Policies.

9.11 Remedies Cumulative and Equitable Relief

No remedy conferred upon either Party is intended to be exclusive, and each remedy shall be cumulative and in addition to any other remedy. Each Party acknowledges that any breach may result in damage for which monetary damages may not provide sufficient relief, and specific performance or injunction may be sought.

9.12 Severability

If any provision of the Agreement is held to be illegal, invalid or unenforceable, the validity and enforceability of other provisions shall not be affected, and the court may modify the provision to make it valid and enforceable.

9.13 Independent Contractors

The Parties acknowledge and agree that they are dealing with each other as independent contractors. Neither the Agreement nor any of its terms may be construed to create a partnership, joint venture, franchise, employment or agency relationship.

9.14 Governing Law, Jurisdiction, and Venue

The Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada. The Parties consent to the exclusive jurisdiction and venue of the courts located in the Province of Alberta.

9.15 Rules of Construction

The words "hereof," "herein" and "hereunder" refer to the Agreement in its entirety. The word "including" means "including, but not limited to." Headings are for convenience of reference only. References to singular nouns include plural, and references to statutes include amended versions.

9.16 Counterparts

The Agreement may be executed by electronic signature and in counterparts, each of which will be deemed an original and together will constitute one and the same instrument.

9.17 Third Party Beneficiaries

Except for Licensee's Affiliates, no provisions of the Agreement are intended to provide or create any Third Party beneficiary rights.

9.18 Further Assurances

Each Party agrees that, upon the reasonable request of the other Party, it shall provide, execute and/or deliver further documents and take further actions as may be reasonably necessary to carry out the purposes and intent of the Agreement.