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.

"All Media" means every method or means of video, audio, and/or audio-visual signal transmission across any media and devices capable of delivering Victory+ over the Platforms, whether presently existing or hereafter developed, including on all web and mobile Apps and channels, through IPTV, OTT, OOH, CTV, mobile or wireless, or closed circuit television, in low or high-definition format, whether Live or on demand, for an unlimited number of re-broadcasts, plays, or views, using any method of monetization including AVOD, SVOD, TVOD FAST, OTA, or other Broadcast.

"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, provided however that where any part of such information is readily available to the trade or the public but a compilation of information which includes such part is not so available then such compilation shall be treated as Confidential Information hereunder; (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 Victory+, including the Licensed Titles, which may be updated and made available to Licensor from time to time at https://www.aparentmedia.com/creators/content-standards.

"Data" means any and all information derived from or related to Victory+ and the use thereof, including End User information and interactions, advertising impressions, and data surrounding usage and performance of Licensed Content.

"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 Content to match Victory's 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 addition of the Victory+ logo to Licensed Content or Materials, 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 Victory+ 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, and includes legislation by competent governmental authorities and judicial decisions under common law or equity.

"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 in relation to Licensor, the Licensed Titles, the Parties' relationship or the availability of the Licensed Titles on Victory+.

"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 Victory+ 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 Victory+ 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.

"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 the Parties, 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 Victory+, including the Licensed Titles, which may be updated and made available to Licensor from time to time at https://www.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.

"Victory+" means the web and mobile Apps, channels, and other methods of distribution developed and supported by Licensee and Licensee's Affiliates under the Victory+ brand.

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 Victory+ over the Platforms, for delivery within the Territory, in the Languages, across All Media. Licensor further grants to Licensee and its permitted successors, licensees and assigns during the Term a non-exclusive, limited, non-revocable, non-transferable (except as expressly provided herein), paid-up, royalty-free right, license and permission to alter, modify, edit, republish, digitize, make Derivative Works of or from, reuse, and otherwise exploit the name, photograph, likeness, voice, and biographical information, and any reproduction or simulation thereof (the "Licensor Personal Identification"), in All Media, on all Platforms and across social media and other marketing channels, to make, use, sell, offer to sell, import, develop, manufacture, market, advertise, and distribute products or services incorporating or using the Licensor Personal Identification, solely in connection with the operation and promotion of Victory+.

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. Notwithstanding the foregoing, Licensee may sublicense without notice to Licensor to (a) its Affiliates for distribution and display on any such Affiliate owned or operated streaming services, and (b) any OEM partner aggregated channel as described within subsection (e) of the definition of FAST herein, which sublicense arrangements Licensor acknowledges and agrees are expressly permitted hereunder.

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 Victory+ or sublicensed properties, including through interactive instream overlays across screens, interactive experiences on screen, custom overlays, and automated interactive experiences, or other means currently existing or developed in the future, solely for the Term.

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 rights set out in Section 6 of these Terms and Conditions and the right for Licensee to use, prepare, deliver, reproduce, adapt, modify, vary, make Derivative Works, market, monetize, or otherwise deal with any Licensed Titles, including for the display, making available and otherwise permitting the viewing of the Licensed Titles via Victory+ by End Users, or as may be reasonably required in order to comply with streaming, distribution or transmission requirements of Licensee or applicable laws or regulations in the Territory. Licensor agrees that Licensee may, at its discretion, convert any Live content into on-demand content for display and distribution on Victory+ under the Agreement. 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) Victory+, Licensee's Data, any content portals/dashboards (if provided), and, if provided, any Content Applications (as defined herein), any modifications made thereto and all Intellectual Property Rights therein, shall at all times remain with Licensee (and its suppliers) and any and all uses thereof shall inure to the benefit of Licensee (and its suppliers). Except as expressly set out in the Agreement or as otherwise agreed to in writing between the Parties, neither Party shall acquire any right, title or interest in or to the Intellectual Property Rights of the other Party. As between Licensor and Licensee, Licensor owns all copyrights in the Licensed Titles and Materials provided by Licensor, and Licensee (and other licensors as the case may be) owns all other content produced and distributed through Victory+ and all advertising and promotion related thereto.

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 Victory+ (or sublicensed service, if applicable) an unlimited number of times anywhere. The specific number of times a Licensed Title may be streamed or viewed, the dates and times of such streaming or viewings, and the specific nature of the delivery and availability of the Licensed Titles on Platforms shall be determined by Licensee in its sole and absolute discretion. Licensee has no obligation to display the Licensed Titles at any time on any Platform. Additionally, Licensee does not (a) guarantee placement or usage of the Licensed Titles; or (b) make any representation or warranty concerning the performance, operation or functionality of the Licensed Titles.

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. Licensor hereby grants Licensee the right to enable and display such End User generated content in connection with the Licensed Titles; provided that Licensee shall not be obligated to monitor or moderate any such End User generated content, interactions or engagements except as required by applicable law.

3. TERMINATION

3.1. Termination

If a Party is in material breach of the Agreement and such breach is incapable of being cured or, if capable of being cured, 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. If a Party (a) institutes or otherwise becomes a party, voluntarily or involuntarily, to a proceeding alleging or pertaining to the insolvency or bankruptcy of that Party; (b) is dissolved or liquidated; (c) makes an assignment of its material assets for the benefit of creditors; or (d) initiates or is subject to reorganization proceedings, the other Party may terminate the Agreement by way of written notice, which shall take effect on the date that written notice is or is deemed given by such other Party. Notwithstanding the foregoing, Licensee may, at its option, terminate or suspend the Agreement immediately upon written notice to Licensor, if: (i) Licensor commits or is alleged to have committed any criminal act or other act involving moral turpitude, drugs, or felonious activities; (ii) Licensor commits any act or becomes involved in any situation or occurrence which brings Licensor into public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon Licensee or Victory+ or reduces the commercial value of Licensee's association with Licensor; (iii) information becomes public about how Licensor's past conduct reflects behavior described in the foregoing items (i) or (ii); (iv) Licensor becomes involved or associated with an event or circumstance caused by others closely associated with Licensor which reflects unfavorably upon Licensee or Victory+ or reduces the commercial value of Licensee's association with Licensor; or (v) Licensor takes any action (other than legal action or arbitration arising out of the Agreement) or makes or authorizes statements deemed by Licensee to be in derogation of Licensee or its products and such actions or statements become public. In the event of suspension, Licensee will not be liable for any License Fees due to Licensor until after the suspension has ended.

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. Notwithstanding the foregoing, Licensor acknowledges and agrees that display of certain Licensed Titles and Materials may be subject to Third Party control (for example, an App store update) and may continue to be displayed while the Thirty Party is notified and removes the Licensed Titles and Materials in accordance with the terms of the agreement between Licensee and the Third Party so long as they are removed as soon as possible. Nothing herein shall be construed to release any Party from any obligation which matured prior to the effective date of such termination or expiration (or which may continue beyond such termination or expiration) or to relieve the defaulting Party from any and all liabilities at law or in equity to the other for breach of the Agreement. The licenses granted herein shall be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code ("Bankruptcy Code"), licenses to rights in "Intellectual Property Rights" as defined in Section 101 of the Bankruptcy Code. Licensee specifically reserves all rights under law including the provisions of Section 65.11(7) of the Bankruptcy and Insolvency Act (Canada), Section 32(6) of the Companies Creditors Arrangement Act (Canada), Section 365(n) of the Bankruptcy Code, or other applicable law.

4. LICENSE FEES AND TAXES

4.1. Sponsorships

All sponsorship revenue on Licensed Titles shall be included in Gross Revenue.

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, as follows:

• Q1 (January 1 – March 31);

• Q2 (April 1 – June 30);

• Q3 (July 1 – September 30); and

• 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, subject to verification by Licensee of any suspicious ad impressions and subsequent subtraction of Artificial Impressions (as defined herein).

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 that access Victory+ in a manner that falsely inflates the number of impressions delivered within Licensed Titles. Licensee reserves the right to monitor and investigate impressions that do not appear to be valid and to subtract impressions that it deems, in its sole discretion, to be artificially created ("Artificial Impressions") from the impression total used to charge clients and calculate Gross Revenue.

4.4. Third Party Costs, Taxes and Other Fees

Licensor shall be solely responsible for (a) 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; and (b) all performing rights organization and collective society reporting obligations and fees in relation to the Licensed Titles ("Performing Society Obligations") and shall reimburse Licensee for any payments made by Licensee in respect of such Performing Society Obligations. Licensee may set-off any amounts owed by Licensor to Licensee under the Agreement against any License Fees payable to Licensor under the Agreement. Licensor shall be solely responsible for all applicable federal and state/provincial or local income taxes or other taxes imposed by law on Licensor in connection with any License Fees received from Licensee pursuant to the Agreement, except for sales, consumption or services tax that Licensee is required to impose by law.

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. Licensee may cause the Licensed Titles to be displayed at any time in its sole discretion during the Term of the Agreement.

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 Victory+ 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, to be offset against any License Fees owing. The works contemplated in this Section are deemed to be Derivative Works for which they are licensed hereunder. For any Licensed Titles that have been broadcast on television, closed captions must be provided in accordance with FCC Quality Caption Standards suitable for Internet protocol.

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. Access to any Content Application is provided on an 'as is' basis and Licensee does not warrant that such Content Application will be uninterrupted, timely, error-free, virus-free or that it will produce a desired result. Licensor's employees and other pre-authorized personnel may access and use any Content Application solely in accordance with the Agreement. Licensor is responsible for putting in place measures to ensure the security of access to any Content Application, the security and confidentiality of its contents, and that unauthorized individuals do not access and use such Content Application or any Data transmitted via such Content Application. Licensee grants a limited, irrevocable, royalty-free, worldwide license to share Data that is passed by such Content Application to Licensor only (a) in connection with internal operations, (b) for internal and shareholder reporting purposes, and (c) in response to legal or governmental authority, demand, or process.

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 (collectively, "Advertising"), including preroll, midroll, postroll, display, and interactive advertising. Licensor acknowledges and agrees that Licensee shall have no obligation to consult with or obtain approval from Licensor regarding the Advertising, including the types of advertisements or sponsors associated with the Licensed Titles, provided that such Advertising does not violate applicable law.

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. The product of any such use shall constitute a Derivative Work. Licensee shall remain responsible for ensuring that any such use complies with the terms of the Agreement, including any intellectual property protections.

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 or on their marketing and information materials, websites, and social media sites), taking care not to disparage or harm the brand(s) of the other Parties, so long as brand guidelines and instructions regarding use of each Party's marks are observed. No Party shall issue any press release or similar public announcement regarding the Agreement, or the matters contemplated herein, without the prior written consent of the other Party, such consent not to be unreasonably withheld.

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 Victory+ 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 certain, non-monetizable short-form content provided by Licensor to Licensee is 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, Victory+ or the Licensed Titles' availability on Victory+, 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 Victory+, 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 Victory+ or the availability of the Licensed Titles on Victory+; (v) where relevant, create icons and avatars or other Derivative Works for Victory+ 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 Victory+, and in any advertising, promotions, and Marketing Materials publicizing (i) Victory+, 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 Victory+, whether such interface is hosted by Licensee or any Third Party Operator or distributor, (ii) in App stores and other Third Party 'stores' where Victory+ may be accessed, and (iii) in Licensee's advertising, Third Party promotional efforts, and other marketing efforts in relation to Victory+.

(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 Victory+. 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, including in co-marketing efforts. Licensee shall provide Licensor with the Licensee Marks and instructions for use or brand guidelines, and Licensor shall adhere to such instructions and brand guidelines.

6.5. Expectations and Release

Licensor understands, acknowledges, and agrees to release Licensee from any and all claims associated with the success, revenue generation, or any expected results, monetary or otherwise, in connection with Victory+ and the Licensee expressly declines making any representation or warranty regarding the performance of Victory+ including in generating usage, success, revenue or End Users.

6.6. Account Managers and Approvals

The Parties acknowledge and agree that the success of the Licensed Titles and Victory+ 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 Victory+ Content Standards, Guides Concerning Use of Endorsements and Testimonials in Advertising adopted by the Federal Trade Commission (or equivalent guides for the Territory), and other applicable laws, including laws concerning influencers;

(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 Victory+ and Licensee expressly declines making any representation or warranty regarding the performance of the Licensed Titles and/or Victory+ 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, AND EXCEPT FOR ANY LIABILITY ARISING OUT OF SECTIONS 8, 9.1 AND/OR 9.10 OF THESE TERMS AND CONDITIONS AND/OR ANY PAYMENT OBLIGATIONS HEREUNDER, EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY 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 (OR OTHERWISE DUE AND PAYABLE 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 under Section 8 of these Terms and Conditions ("Indemnified Party") shall promptly notify the party from whom it is seeking indemnification ("Indemnifying Party") on becoming aware of a Third-Party Claim with respect to which the Indemnifying Party is obligated to provide indemnification under Section 8 of these Terms and Conditions ("Indemnified Claim"). The Indemnifying Party shall promptly assume control of the defense and investigation of the Indemnified Claim, with counsel reasonably acceptable to the Indemnified Party, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection therewith, in each case at the Indemnifying Party's sole cost and expense. The Indemnified Party may participate in the defense of such Indemnified Claim, with counsel of its own choosing and at its own cost and expense. The Indemnifying Party will not settle any Indemnified Claim on any terms or in any manner that adversely affects the rights of any Indemnified Party without the Indemnified Party's prior written consent (which consent may not be unreasonably withheld, conditioned, or delayed). If the Indemnifying Party fails or refuses to assume control of the defense of such Indemnified Claim, the Indemnified Party will have the right, but no obligation, to defend against such Indemnified Claim, including settling such Indemnified Claim after giving notice to the Indemnifying Party, in each case in such manner and on such terms as the Indemnified Party may deem appropriate. Neither the Indemnified Party's failure to perform any obligation under this Section nor any act or omission of the Indemnified Party in the defense or settlement of any Indemnified Claim will relieve the Indemnifying Party of its obligations under Section 8 of these Terms and Conditions, including with respect to any Losses, except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result thereof.

8.4. Additional Considerations

If any of the Licensed Titles unintentionally infringe or otherwise violate any Third Party Intellectual Property Rights or applicable law, or are the subject of a claim, action, suit, allegation or proceeding that is finally settled, adjusted, or compromised such that Licensor is no longer entitled to permit Licensee to distribute certain Licensed Titles as provided in the Agreement, Licensor shall notify Licensee promptly in writing and all licenses hereunder shall be revoked in respect of those specific Licensed Titles. Licensee shall use commercially reasonable efforts to remove the revoked Licensed Titles from Victory+ within forty-eight (48) hours after receipt of such notice and to cause Licensed Titles to be removed from platforms under Third Party control as soon as possible after receipt of such notice. Licensor and Licensee shall then promptly communicate and mutually agree in writing on substitute works of equivalent market interest to be provided as Licensed Titles to Licensee, which substitute works are subject to Licensee's sole approval, acceptance, and option to play, whereupon such substitute Licensed Titles shall be included in the rights and licenses granted under the Agreement. Licensor shall notify Licensee if circumstances with respect to the works so removed materially change, at which point Licensee shall hold the option to re-license such works as Licensed Titles on the same terms set forth in the Agreement.

9. GENERAL TERMS

9.1. Confidentiality

Each Party acknowledges that any Confidential Information that has been disclosed to it by the other Party has been disclosed solely for the performance of its duties hereunder and both Parties agree that all Confidential Information provided by the other Party is the exclusive property of the disclosing Party. Neither Party shall directly or indirectly, without the express prior written consent of the disclosing Party, use, disclose, make known, sell, or transfer in any way Confidential Information of the disclosing Party, other than for the performance of its duties hereunder. Each Party will (a) treat all Confidential Information of the other Party with the same degree of care as it accords to its own Confidential Information, but in no event with less than reasonable care; and (b) only disclose Confidential Information of the other Party to those of its employees, advisors, consultants, subcontractors, representatives, shareholders, agents, and Affiliates who have a need to know in connection with the Agreement and have previously agreed to obligations consistent with the terms of the Agreement, and each Party shall be responsible for any unauthorized use or disclosure of Confidential Information made by any of such recipients. Additionally, each Party agrees that if it is served with any form of legal process that would require disclosure of any Confidential Information, it shall, if permitted by law, before taking any action, immediately notify the other Party of the nature and extent of the disclosure (to the extent permitted by law). Any previous non-disclosure agreement between the Parties shall be superseded by the terms of the Agreement pursuant to Section 9.5 of these Terms and Conditions.

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. Subject to the foregoing, all of the terms, conditions, covenants, and agreements contained herein shall inure to the benefit of, and be binding upon, any such successors and permitted assignees of the respective Parties hereto. Notwithstanding the foregoing, either Party may – upon advance written notice – assign the Agreement to an Affiliate or to a successor to substantially all of the Party's business to which the Agreement relates. Any assignment in violation of this Section shall be void and of no further force and effect.

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 or contemporaneous agreements and understandings (whether written or oral). No representations, promises or warranties have been made or relied upon by any Party other than those expressly set forth in the Agreement or a validly constituted amendment hereto. 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, or as expressly stated herein.

9.6. Notices

All notices hereunder shall be deemed given (a) upon receipt when delivered personally, (b) upon written verification of delivery from overnight courier, (c) upon verification of receipt of registered or certified mail, (d) upon verification of receipt via facsimile, or (e) upon verification of receipt by electronic mail (email) either by acknowledgement of the other Party, upon verification of "delivered to mail server" through registered electronic mail, or on the next Business Day after being sent (as recorded on the device from which the sender sent the email) unless the sender receives an automated message that the email has not been delivered. All notices shall be in English and in writing and sent to the contact information under the signature block to the Agreement. A Party may change its address for notices by written notice given in accordance with this Section.

9.7. Waiver

Waiver by any Party of a material breach or default or a succession of such breaches or defaults, shall not deprive such Party of the right to terminate the Agreement by reason of any subsequent breach or default. No failure or delay by any Party to exercise any right or enforce any obligation shall be construed as a waiver or ongoing 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 of the Agreement will survive such termination or expiration, including the provisions respecting ownership of Intellectual Property Rights, confidentiality, and non-disparagement and Sections 2, 7.3, 7.4, 8, and 9 of these Terms and Conditions.

9.9. Reputation and Non-Disparagement

The Parties undertake to protect the standards of business practice of themselves and each other, as applicable, and to act in such a way as to uphold each Party's good name and reputation and to not do or attempt to do any act or thing which is intended to or which in fact causes any damage to or brings discredit upon the others whether during the Term of the Agreement or after termination thereof.

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) Victory+ Content Standards; (iii) the Specifications; and (iv) any other policies posted on Licensee's and/or Victory+'s website (or provided by Licensee to Licensor) 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

Except as expressly set forth herein, no remedy conferred upon either of the Parties by the Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under the Agreement now or hereafter existing at law or in equity. Additionally, each Party expressly acknowledges and agrees that any breach by a Party that could be subject to equitable claims, including a failure by a Party to perform its obligations under Section 9.1 of these Terms and Conditions, may result in damage to the other Party for which monetary damages may not provide sufficient relief and such Party is entitled to seek specific performance or an injunction (without posting a bond) to enforce its rights in accordance with the terms of the Agreement.

9.12. Severability

If the application of any provision or provisions of the Agreement to any particular facts or circumstances is held to be illegal, invalid or unenforceable by any court of competent jurisdiction, the validity and enforceability of such provision or provisions as applied to any other particular facts or circumstances and the validity of other provisions of the Agreement shall not in any way be affected or impaired thereby, and the Parties agree that any such court of competent jurisdiction making such determination shall have the power to modify the provision in a manner consistent with the provision's objectives such that it is 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: (a) give any Party the power to direct and control the day-to-day activities of the other Party (except for Licensee's right to act as attorney-in-fact with respect to certain rights granted pursuant to the terms of the Agreement); (b) create or constitute a partnership, joint venture, franchise, employment or agency relationship between the Parties; or (c) allow any Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever. No Party owes the other Party or any Third Party any compensation for performing the actions contemplated by the Agreement except as expressly set forth herein.

9.14. Governing Law, Jurisdiction, and Venue

The Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas (United States of America), without regard to its rules on conflict of laws or any other rules that would result in the application of a different body of law. The Parties consent to the exclusive jurisdiction and venue of the Federal and State Courts located in Dallas, Texas for purposes of any proceeding arising out of or relating to this Agreement and waive any objection to venue or forum based on convenience or otherwise. The application to the Agreement of the United Nations Convention on Contracts for the International Sale of Goods (the "Convention"), as well as the application of any legislation in Canada or the United States which has or purports to have adopted the Convention into law, is hereby excluded. The Parties make such exclusion pursuant to the appropriate provisions in the legislation which adopted the Convention into law in the jurisdiction concerned.

9.15. Rules of Construction

The words "hereof," "herein" and "hereunder" and other words of similar import refer to the Agreement in its entirety and not to any part hereof unless the context shall otherwise require. The word "including," when used herein is not intended to be exclusive and means "including, but not limited to." Any reference to a URL link includes that URL link as modified, changed, or amended from time to time by Licensee. The headings used in the Agreement are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting the Agreement. Except where the context so requires, any reference to a singular noun shall include its plural, the use of the words "all" or "any" shall be construed as "any and all," and the word "each" shall be construed as "all and each". Unless otherwise expressly provided herein or unless the context shall otherwise require, any references to any statute or regulation or any specific section or other provision thereof, are as to the most current amended and supplemented version or to any successor of such statute, regulation, section or other provision. Any reference in the Agreement to a "day" or number of "days," other than a Business Day, shall be interpreted as a reference to a calendar day or number of calendar days. For the purposes hereof, "Business Day" shall mean Monday through Friday excepting any US and Canadian federal holidays and Alberta provincial holidays. The Agreement has been negotiated by the Parties and their respective counsel and will be fairly interpreted in accordance with its terms pursuant to the governing law selected by the Parties, without application of any rules of construction relating to which Party drafted the Agreement applied in favor of, or against, either Party.

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 nor shall be interpreted to provide or create any Third Party beneficiary rights or any other rights of any kind in any other party.

9.18. Further Assurances

Each Party agrees that, from time to time 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, including providing further information pertaining to the Agreement such as tax related forms or documentation.