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License Agreement

Magic Find,

Inc. 6671 S. Las Vegas Blvd. Suite 210

Las Vegas, NV 89119

Magic Find,

Inc. 6671 S. Las Vegas Blvd. Suite 210

Las Vegas, NV 89119

Magic Find,

Inc. 6671 S. Las Vegas Blvd. Suite 210

Las Vegas, NV 89119

Re: Inclusion of Creative YouTube Channel in UFG Distribution Network

Dear ____________:

This letter sets forth the agreement (the “Agreement”) between Magic Find, Inc. (“Magic Find”), a Delaware corporation, and the signee ___________ (herein referred to as “Creative”), relating to the inclusion of the Creative YouTube Property (as defined below) in the YouTube distribution network owned and/or controlled by Magic Find (the “UFG Distribution Network”, formerly the Curse Distribution Network). If Magic Find, or any of its affiliated companies and Creative have entered into any previous agreement relating to the inclusion of any YouTube channel owned by Creative in the UFG Distribution Network, that agreement is hereby terminated as of the below date (the “Effective Date”) and replaced by this Agreement. In consideration of the representations, warranties and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, Magic Find and Creative agree as follows.

Dear ____________:

Overview

As further described in this Agreement, Creative desires, in exchange for the payment to Creative of the amounts payable by Magic Find under Section 6, for the Creative YouTube Property to be a part of the UFG Distribution Network and, as a result thereof, for the Creative YouTube Property to be included in Magic Find’s relationship with YouTube for all purposes. As used in this Agreement, the term “YouTube” means YouTube, LLC and its affiliated companies, including Google LLC, and its parent Alphabet Inc.

Creative YouTube Property

As used in this Agreement, the term “Creative YouTube Property” means the YouTube channel located at the channel ID https://www.youtube.com/channel/UC______________________.

Channel Statistics/Rollup; Access to Creative’s YouTube Accounts; Reporting

As of the Effective Date and throughout the Term of this Agreement, all viewership and other performance statistics with respect to the Creative YouTube Property (including viewership on a live streaming basis, video-on-demand basis or via any other means of content delivery as may be available on YouTube and through any all devices or platforms enabled by YouTube) will be included or “rolled up” exclusively into Magic Find’s total numbers on YouTube and, as between the parties, Magic Find will be entitled to receive any and all payments in connection therewith directly from YouTube. During the Term of this Agreement, Creative will not permit the Creative YouTube Property to be a part of any multi-channel network other than the UFG Distribution Network. Creative will provide Magic Find with all necessary access to and control over Creative’s YouTube account(s) for the Creative YouTube Property to enable Magic Find to include the Creative YouTube Property in the UFG Distribution Network as contemplated by this Agreement, including any access necessary for Magic Find to include the Creative YouTube Property in any content management system Magic Find may use in connection with the UFG Distribution Network. Magic Find will (a) limit access to Creative’s YouTube account(s) to those employees and contractors of Magic Find who have a need to access and use those accounts for purposes necessary to further the subject matter of this Agreement (e.g., to monitor traffic, views, prepare reports, check AdSense numbers, etc.) and (b) authorize those employees and contractors to use Creative’s YouTube account(s) only for such purposes. Magic Find agrees to provide Creative with a true and correct copy of the most then-current report Magic Find receives from YouTube with respect to the performance of the Creative YouTube Property, on no less frequent a basis than YouTube provides such reports to Magic Find.

Rights & Grants

4.1 Rights & Grants Generally. Creative hereby grants to Magic Find any and all rights (including Intellectual Property Rights (as defined below)) and licenses Magic Find may need to include the Creative YouTube Property in the UFG Distribution Network and to promote the same on a worldwide basis, including the right, either directly or through one or more third parties, to do the following: (a) use, reproduce and display Creative’s name, likeness and biographical information; (b) use, reproduce and display those trademarks, trade names, logos, and designs used or included in the Creative Content; (c) use, reproduce and display the names of the Creative YouTube Property; and (d) represent Creative in connection with the sale and management of any and all Advertisements.

4.2 General Artificial Intelligence Rights & Grants, Creative grants Magic Find, at no cost, the non-exclusive, worldwide, sublicensable, perpetual, irrevocable, royalty-free right and license to use the Content, including, but not limited to, metadata such as transcripts as available, closed captions as available, date, location, duration, genre, number of subscribers to the channel, total views, number of likes per video, comments (where available) for posted videos, and all other available metadata in an XML format, for the purposes of (i) training, developing, and improving artificial intelligence (“AI”) models, including but not limited to machine learning algorithms, natural language processing systems, and other AI-based technologies; (ii) leading commercial negotiations on training, developing, and improving AI models, including but not limited to machine learning algorithms, natural language processing systems and other AI-based technologies (the “AI Negotiation License”); (iii) marketing the Content, either directly by Magic Find or through third parties; (iv) ingesting, curating and compiling the Content into Magic Find’s libraries with other content; (v) editing the Content into new clips or compilations and (vi) such other purposes as are set forth in this Agreement or may otherwise reasonably be determined by Magic Find in furtherance of the terms and purpose of this Agreement.

4.3 Monetized Content. If Magic Find in the future monetizes Creative’s Content as a result of the AI Negotiation License (the “Proposed Deal”), Magic Find shall provide Creator with: (i) written notice of the Proposed Deal; (ii) details describing the material terms of the Proposed Deal including the proposed compensation to Creative under the Proposed Deal; and (iii) a seven (7) day period during which Creative may decline the Proposed Deal. In the event Creative does not decline the Proposed Deal, Creative additionally grants Magic Find the nonexclusive, worldwide, sublicensable, perpetual, irrevocable, royalty-free, fully paid-up right and license to use the Content, including metadata such as transcripts as available, closed captions as available, date, location, duration, genre, number of subscribers to the channel, total views, number of likes per video, comments (where available) for posted videos, and all other available metadata in an XML format, for the purposes of training, developing, and improving artificial AI models. Such AI models shall include, but not be limited to, machine learning algorithms, natural language processing systems, and other AI-based technologies (“AI License”) in the following non-exhaustive manner:

4.3.1 Training. Training shall include, but not be limited to, Magic Find’s ability to: (i) reproduce, modify, prepare derivative works based upon, and otherwise use and exploit the Content for purposes relating to the development, training, operation, and use of machine learning and artificial intelligence activities and technologies, including, without limitation, building, training, testing, and tuning models; (ii) provide prompts, context, and other inputs when generating outputs, including, but not limited to, outputs in connection with retrieval augmented generation, grounding, summarization, and similar techniques; and (iii) evaluate model performance and data and output quality;

4.3.2 Research. Research shall include, but not be limited to Magic Find’s ability to (i) reproduce, modify, prepare derivative works based upon, and otherwise use and exploit the Content for purposes relating to conducting, publishing, and presenting research relating to machine learning and artificial intelligence activities; and (ii) distribute and display limited portions of the Content in connection with the publication and presentation of research relating to machine learning and artificial intelligence activities;

4.3.3 Other. Magic Find’s ability to reproduce, modify, create derivative works of, publicly perform, synchronize in timed relation, display, and otherwise exploit the Content and each element, whether in whole or in part, modified or unmodified, for research and development purposes which shall include, but not be limited to: (i) purposes relating to the development, training, operation, and use of machine learning and artificial intelligence activities and technologies, including, without limitation, building, training, testing, and tuning models; (ii) providing prompts, context, and other inputs when generating outputs, including but not limited to, outputs in connection with retrieval augmented generation, grounding, summarization, and similar techniques; (iii) evaluating model performance and data and output quality; (iv) data cleaning, data transformation, feature engineering, audio-to-text transcription, and other forms of data preparation, and to select, extract, transcribe, convert, index, and compile transcripts, captions, features, and samples to create, refine, and enhance other datasets, and for biometric processing; (v) the use, reproduction, modification, creation of derivative works, publicly perform, synchronization in timed relation, display, and otherwise exploitation of the Content and each element, whether in whole or in part, modified or unmodified, to develop, build, train, test, validate, and improve sublicensees’ developed technologies and products; and (vi) the use, reproduction, modification, creation of derivative works, distribution, publicly perform, synchronization in timed relation, display, and otherwise exploitation of the Content and each element, whether in whole or in part, modified or unmodified, for any research purpose, including for publication, presentation, demonstration, and/or peer review; and

4.3.4 Sublicensing. Sublicensing shall include, but not be limited to Magic Find’s ability to negotiate and secure a sublicense of the licenses to an arm’s length third party and receive any form of consideration payable to Magic Find in respect of any sublicense. Without limiting any of foregoing, the sublicensing right provides Magic Find the sole and absolute discretion to negotiate and secure a sublicense, and its resulting revenue, in any form, including revenue consisting of a lump-sum payment, fixed fees, a percentage of revenue or net revenue received from the sublicensee, or any other form or combination whatsoever.

4.4 Irrevocability. Creative hereby agrees that all rights granted to Magic Find pursuant to this Section 4 with regard to Artificial Intelligence and AI Licenses are irrevocable. Should Creative or Magic Find later decide to terminate this Agreement, pursuant to Section 8 of this Agreement, Magic Find will not be required to rescind any existing deals which includes Creative’s Content and was struck during the Term of this Agreement. Following the termination of this Agreement, Magic Find shall, however, refrain from using Creative’s Content as part of Magic Find’s portfolio for any future deals.

4.5 Limitation. Nothing in this Agreement limits Magic Find, or any sublicensees of Magic Find, in their respective ability to take any action with respect to the Content without Creative’s consent to the extent the action is allowable either under this Agreement or without an additional license from the Creative.

4.6 Magic Find’s Obligations. Magic Find has no obligations to use any Content provided under this Agreement. The rights and licenses granted in this section of the Agreement extend to copies of any works in the Content, however acquired.

4.7 Waiver of Moral Rights. Magic Find shall have the right to edit or modify the Content as Magic Find deems necessary or appropriate in its sole and absolute discretion. To the extent any of the Content is comprised of copyrights, whether or not registered, the provisions of this Section 4.7 will further include, without limitation, the grant and assignment by Creative of all rights of attribution, paternity, integrity, modification, disclosure, withdrawal, and any other rights throughout the world that may be known or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, Creative hereby irrevocably waives in favor of Magic Find and agrees not to enforce any and all Moral Rights, including any right to identification of authorship or limitation on subsequent modification, throughout the universe, in and to the Content.

4.8 All Other Rights. Creative reserves all rights not granted herein, including the right to exploit and monetize Creative’s Intellectual Property Rights outside the scope of this Agreement.

Advertisements and Integrations

5.1 Definition. As used in this Agreement, the term “Advertisements” means, other than Integrations (as defined below), any and all advertisements of any nature served or displayed in connection with the Creative YouTube Property (whether on the YouTube website itself, on any platform or application through which the content on the YouTube website is made available, through any media player that enables any content on the YouTube website to be displayed on other websites, or otherwise), including pre-roll, mid-roll, post-roll and over-the-video advertisements, and other types of advertisement units that are available as of the Effective Date or may become available during the Term.

5.2 Sale of Advertisements. Magic Find will have, and Creative hereby grants to Magic Find, the exclusive right throughout the Term of this Agreement to represent, sell, and manage, either directly or through one or more third parties, any and all Advertisements. Without limiting the foregoing, Magic Find has the exclusive (even as to Creative) right to: (a) obtain Advertisements from advertising networks, advertising agencies, advertisers, or other sources for display in connection with the Creative YouTube Property; (b) serve and display Advertisements against all broadcast, streaming, distribution, and other exhibition of the Creative YouTube Property; and (c) collect any and all payments from advertisers for Advertisements. Magic Find will have the right to prohibit YouTube from selling Advertisements (whether directly or through the Google AdSense program). Creative does not have the right to sell any Advertisements and will refer to Magic Find any third parties who wish to serve or display Advertisements.

5.3 Sales of Integrations. Either party may sell branded integrations (e.g., product placements or sponsorships) with respect to any content contained or displayed on the Creative YouTube Property (“Integrations”); provided, however, that (a) any Integration sold by Magic Find, and the terms associated therewith, must be pre-approved by Creative (such approval not to be unreasonably withheld or delayed by Creative); and (b) Creative acknowledges and agrees that YouTube has the right to remove from display any content on the Creative YouTube Property containing any Integration that does not comply with YouTube’s policies related to product placements. If the parties agree to work together on any Integration, the terms associated with that Integration (including the sharing of revenue generated by the Integration based on factors such as each party’s contribution to originating and negotiating the opportunity) will be set forth in a separate written agreement between the parties. Magic Find acknowledges and agrees that Creative may, at Creative’s discretion, sell any Integration without Magic Find’s involvement. Without limiting any other provisions herein, Creative will comply with all guidelines (including, but not limited to, those promulgated by the United States Federal Trade Commission) concerning the use of testimonials and/or endorsements in advertising while fulfilling sold Integrations.

Payments

6.1 Revenue Share. Subject to Creative’s compliance with the terms and conditions of this Agreement and any other agreements between Creative and Magic Find, Magic Find will pay the following amounts to Creative:

6.1.1 __% of the revenue actually received by Magic Find from YouTube for the display of Advertisements during the viewing of the Creative YouTube Property on a video-on-demand basis (“VOD Ad Revenue”);

6.1.2 __% of the revenue actually received by Magic Find from YouTube for the display of Advertisements during the viewing of the Creative YouTube Property on a live broadcast basis (“Live Streaming Ad Revenue”);

6.1.3 __% of the revenue actually received by Magic Find from YouTube that is both (i) generated from the YouTube Red paid subscription program, also known as the YouTube Premium program, and (ii) derived solely from the viewing of the Creative YouTube Property (“YouTube Red Revenue”);

6.1.4 __% of the revenue actually received by Magic Find from YouTube for User Generated Content originating from video copies of the Creative YouTube Property’s content (“UGC” or “Content that infringes copyright” or “AUG”), located through the tool known as Content ID (“UGC Revenue”);

6.1.5 __% of the revenue actually received by Magic Find from YouTube for donations that users may make on the Creative YouTube Property during live streams (“Super Chat Revenue”);

6.1.6 __% of the revenue actually received by Magic Find from YouTube for Premium User Generated Content ("PUG" or "Premium content that infringes copyright"), located through the tool known as Content ID, originating from video copies of the Creative YouTube Property’s content viewed by users with YouTube Red or YouTube Premium subscription (“Premium UGC Revenue”);

6.1.7 __% of the revenue actually received by Magic Find from YouTube for recurring donations that users may make on the Creative YouTube Property, known as “Memberships”, “Sponsorships” or “SPT” (“Channel Memberships Revenue”);

6.1.8 __% of the revenue actually received by Magic Find from YouTube for other actions which generate income through the Creative YouTube Property and have not been specified (“Other Revenue”);

6.1.9 The Applicable Percentage (as defined below) of the revenue actually received by Magic Find from YouTube for any future revenue-generating YouTube feature (“Future Feature Revenue”).

6.2 For purposes of the calculation of payments owed to Creative under Section 6.1, Creative and Magic Find agree that: (a) no revenue categories will overlap (i.e., all revenues actually received by Magic Find from YouTube will be categorized by Magic Find into one of the revenue categories defined in Section 6.1 above); (b) such categorizations will be made by Magic Find in good faith; and (c) Magic Find will be entitled to use and rely upon information provided to Magic Find by YouTube and all such information will be conclusive. As used herein, “Applicable Percentage” means the percentage Magic Find then generally pays to other channels in the UFG Distribution Network for the relevant future YouTube feature.

6.3 Payment Terms. Magic Find will use good faith efforts to pay Creative any amounts owed to Creative under Section 6.1 and Section 6.3, in United States Dollars, within 45 days after Magic Find’s receipt of the corresponding payment from YouTube (and, in any event, will pay Creative such amounts within 90 days after Magic Find’s receipt of the corresponding payment from YouTube), or for the commercialization of AI Models described in Section 4, provided that Creative has timely delivered to Magic Find all documentation necessary and appropriate to effectuate payment (e.g., tax forms, identity verification). Payments may be made by PayPal, ACH, wire transfer or any other form at Magic Find’s election to the account that Creative specifies and may, at Magic Find’s election, be combined with any other payments that may be owed by Magic Find to Creative. All references in this Agreement to dollars or “$” will be to United States Dollars. Magic Find will not be obligated to make any payment hereunder via PayPal or ACH if the total amount owed to Creative is less than $10 or via any other payment method if the total amount owed to Creative is less than $1,000. Any amount less than $50 that is owed to Creative under this Agreement and (a) that has existed on Magic Find’s books for over six months and (b) for which Magic Find has made a good faith effort to pay to Creative, but that Magic Find has been unsuccessful in paying, may be treated, in Magic Find’s sole discretion, as an administration fee for Creative and will be deemed earned by Magic Find upon notice to Creative’s last known contact information. Magic Find reserves the right to withhold any payment (or portion thereof) owed to Creative hereunder pending Magic Find’s reasonable investigation of any breach of this Agreement by Creative. Magic Find will have the right to withhold and/or deduct from amounts otherwise due to Creative hereunder: (i) to remedy, in Magic Find’s reasonable judgment, any breach of this Agreement by Creative; (ii) if Magic Find, in its reasonable business judgment, believes any automated, fraudulent or otherwise invalid advertising actions in connection with the Creative YouTube Property has occurred (including any so-called “action fraud,” “click fraud” or “impression fraud,” or fraud of any other kind, whether in any automated or human way); or (iii) if Magic Find reasonably believes that doing so may be necessary in order to comply with applicable law.

6.4 Taxes. Fees payable under this Agreement will be exclusive of any applicable national, state or local sales or use taxes or value added tax, service tax or goods and services tax that Creative may be legally obligated to pay under the applicable legislation. Magic Find may deduct or withhold any taxes that Magic Find may be legally obligated to deduct or withhold from any payment made to Creative under this Agreement, and payment to Creative as reduced by such deductions or withholdings will constitute full payment and settlement to Creative of such payment under this Agreement. Throughout the Term of this Agreement, Creative will provide Magic Find with any forms, documents, or certifications as may be required for Magic Find to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.

Ownership/Control; Removal of Content

7.1 Ownership/Control by Creative. As between Creative and Magic Find, Creative exclusively owns, controls and retains all right, title and interest (including all Intellectual Property Rights) in and to, and absolute liability for, the following: (a) the Creative YouTube Property and all content contained or displayed therein (collectively, the “Creative Content”), including the creation, procurement, uploading, ongoing management and look and feel of the Creative Content; and (b) all modifications and all derivative works of each of the foregoing made by or on behalf Creative. Magic Find will not have the right to upload content to, or alter the design or layout of, the Creative YouTube Property, except as permitted by this Agreement.

7.2 Ownership/Control by Magic Find. As between Creative and Magic Find, Magic Find exclusively owns, controls and retains all right, title and interest (including all Intellectual Property Rights) in and to: (a) the UFG Distribution Network (except for any Creative Content contained or displayed therein); and (b) all modifications and derivative works of each of the foregoing made by or on behalf of Magic Find.

7.3 Removal of Content. Creative will not use or include in the Creative YouTube Property any annotations or YouTube tools or features that conflict or interfere with Magic Find’s rights under this Agreement (including Magic Find’s exclusive right to represent, sell, and manage any and all Advertisements). Without limiting any of Magic Find’s rights or benefits under Section 8.3 or Section 11.2, upon Creative becoming aware (whether by notice from Magic Find or otherwise) that any Creative Content: (a) may infringe or misappropriate the Intellectual Property Rights of a third party; (b) may violate a third party’s privacy rights or publicity rights; (c) may be unlawful, libelous, defamatory, pornographic, or obscene; (d) may harm Magic Find’s legitimate business interests; or (e) may otherwise violate (i) any of Magic Find’s policies, rules of conduct or guidelines that apply to the UFG Distribution Network (collectively, the “Magic Find Policies”) or (ii) any policies, rules of conduct or guidelines that apply to any platform (including YouTube’s) through which the UFG Distribution Network may be exhibited, Creative will immediately remove such Creative Content from the Creative YouTube Property.

7.4 Definition. As used in this Agreement, the term “Intellectual Property Rights” means all copyrights, trademarks (including all goodwill associated therewith), trade secrets, patents, moral rights, industrial rights and all other intellectual, proprietary and other rights, including without limitation, the following: (a) all rights, whether existing now or in the future, whether statutory or common law, whether subject to protection under statute, regulation or common law, in any jurisdiction in the world, together with all national, foreign and state registrations, applications for registration and all renewals and extensions thereof (including, without limitation, any continuations, continuations-in part, divisionals, reissues, substitutions and reexaminations); (b) all benefits, privileges, causes of action and remedies relating to any of the foregoing, whether before or hereafter accrued (including, without limitation, the exclusive rights to apply for and maintain all such registrations, renewals and extensions); and (c) all rights to sue for all past, present and future infringements or other violations of any of the foregoing rights, and the right to settle and retain proceeds from any such actions.

Term and Termination

8.1 Term. The term of this Agreement commences on the Effective Date and continues for an initial term of one month (“Initial Term”). Thereafter, the term of this Agreement automatically renews for successive one-month renewal terms (each, a “Renewal Term”) until this Agreement is terminated pursuant to this Section 8. The Initial Term and each Renewal Term, if any, are collectively referred to as the “Term” in this Agreement.

8.2 Termination for Convenience. Either party may terminate this Agreement for convenience at any time by providing the other party written notice of termination, in which case: (a) in the case of termination by Creative, Creative will unlink the Creative YouTube property from the UFG Distribution Network using YouTube’s unlinking functionality and this Agreement will remain in effect until such time as the Creative YouTube property unlinked to the UFG Distribution Network as a result thereof; and (b) in the case of termination by Magic Find, this Agreement will remain in effect for 30 days after Magic Find’s notice of termination is delivered to allow for a reasonable “wind down” period.

8.3 Termination for Breach. If either party breaches any of its material obligations under this Agreement, the non-breaching party, at its option, will have the right to terminate this Agreement by written notice to the breaching party if the breaching party has not cured such breach within 30 days after receipt of written notice of such breach. In addition, Magic Find may terminate this Agreement immediately upon written notice to Creative if Magic Find determines in its discretion that Creative has violated the Magic Find Policies or in the event that Magic Find receives a takedown notice pursuant to the Digital Millennium Copyright Act or other “safe harbor” provision relating to Creative Content. In addition, Magic Find may terminate this Agreement immediately if it reasonably believes that doing so may be necessary in order to comply with applicable law.

8.4 Effects of Termination. Upon termination of this Agreement, neither party will have any further obligation, rights or duties to the other party under this Agreement, except: (a) Magic Find will pay any undisputed outstanding payments owed by Magic Find to Creative as of the date of termination; and (b) Sections 4, 7.1, 7.2, 8.4, 9, 10, 11 and 12 will survive termination of the Agreement. Termination of this Agreement by either party will not act as a waiver of any breach of this Agreement and will not act as a release of either party from any liability for breach of such party’s obligations under this Agreement. Neither party will be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms. Either party’s termination of this Agreement will be without prejudice to any other right or remedy that it may have at law or in equity, and will not relieve either party of breaches occurring prior to the effective date of such termination.

Confidentiality

9.1 Confidential Information. The parties acknowledge that, in the course of the performance of this Agreement, each party (a “Recipient”) may have access to or obtain proprietary or confidential information or materials from the other party (the “Discloser”), whether in oral, written, graphic, electronic or other form, that are marked, described or otherwise designated as proprietary or confidential, or provided under circumstances reasonably indicating that the information or materials are proprietary or confidential (“Confidential Information”). Confidential Information includes any process, technique, algorithm, formula or method; any computer program (source and object code), design, drawing, data, research results, work in process and documentation; any engineering, marketing, servicing, financing or personnel material; any other information or material relating to the Discloser’s present or future products, services, advertisers, partners, revenues, suppliers, clients, customers, employees, investors or business; and any other information or materials that the Discloser has received from third parties and is obligated to treat as confidential or proprietary. Neither the existence nor terms of this Agreement constitute Confidential Information of either party.

9.2 Obligations. The Recipient agrees to: (a) retain in confidence the Confidential Information of the Discloser; (b) restrict the use of and access to the Confidential Information of the Discloser to employees, contractors, agents and/or affiliates (“Personnel”) of the Recipient to whom disclosure is necessary in order for the Recipient to perform its express obligations, to enforce its rights, and to exercise the licenses granted to the Recipient under this Agreement; (c) appropriately bind such Personnel to whom any such disclosure is made to hold the Confidential Information of the Discloser in confidence consistent with the obligations under this Agreement; and (d) not sell, lease, assign, transfer or otherwise disclose the Confidential Information of the Discloser to any other third party. Without limiting the foregoing, the Recipient agrees to treat the Confidential Information of the Discloser with at least the same degree of care as it would its own highly sensitive confidential or proprietary information.

9.3 Exclusions. Neither party has any obligation under Section 9.2 with respect to any information or materials of the Discloser that: (a) is now, or hereafter becomes, through no act or failure to act on the part of the Recipient, generally known or available; (b) is or was known by the Recipient, without any restriction on use or disclosure, at or before the time such information or material was received from the Discloser, as evidenced by the Recipient’s tangible (including written or electronic) records; (c) is furnished to the Recipient by a third party that is not under an obligation of confidentiality to the Discloser with respect to such information or material and did not obtain it, directly or indirectly, from the Discloser; or (d) is independently developed by the Recipient without the use, reference or access to the Discloser’s Confidential Information, and without any breach of this Agreement, as evidenced by the Recipient’s contemporaneous tangible (including written or electronic) records. Notwithstanding Section 9.2, if the Recipient is required to disclose Confidential Information of the Discloser pursuant to a court order or other requirement of applicable law, the Recipient will provide the Discloser with prompt written notice of any such requirement (in any event reasonably prior to the time of such disclosure by the Recipient), will reasonably cooperate with the Discloser to limit the scope of the disclosure required by court order or applicable law, and will disclose the Confidential Information only to the extent required by the court order or requirement of applicable law. The Discloser acknowledges that the Recipient may now have, or in the future may develop or receive, information that is the same as, or similar to, Confidential Information of the Discloser without having breached this Agreement. Nothing in this Agreement (a) prevents the Recipient from using, for any purpose and without compensating the Discloser, information retained in the memory of the Recipient’s Personnel who have had access to Confidential Information of the Discloser or (b) obligates the Recipient to restrict the scope of employment of the Recipient’s Personnel. Nothing in this Agreement (a) impairs or restricts the right of either party to develop or use products or services competitive with or similar to the other’s; (b) restricts either party from pursuing similar opportunities with third parties; (c) requires either party to disclose any information to the other; or (d) results in any obligation to enter into any further agreement or relationship. All Confidential Information is provided on an “AS IS” basis, without any warranty of any kind; provided, however, that the foregoing will not be deemed to relieve the Recipient of its obligations under Section 9.2.

9.4 Injunctive Relief. Each party acknowledges and agrees that, in the event of a breach of Section 9.2, or any unauthorized use, reproduction, distribution or disclosure (“Unauthorized Use”) of any Confidential Information of the Discloser, that any such breach or Unauthorized Use may allow the Recipient or third parties to compete unfairly with the Discloser resulting in irreparable harm to the Discloser that would be difficult to measure; and, therefore, that upon any such breach or Unauthorized Use, or threat thereof, the Discloser will be entitled to seek injunctive and other appropriate equitable relief (without the necessity of proving actual damages or of posting a bond), in addition to whatever remedies it may have at law.

Representations and Warranties

10.1 Mutual. Each party represents and warrants that: (a) it has the full right, power and authority to enter into this Agreement and to perform the acts required hereunder; and (b) the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound.

10.2 By Creative. Creative further represents and warrants that: (a) the Creative Content does and will comply with all applicable laws, rules, and regulations (including without limitation any relevant data protection or privacy laws); (b) the Creative Content does not and will not infringe or misappropriate the Intellectual Property Rights of a third party; (c) the Creative Content does not and will not require the payment by Magic Find of any fees, royalties, licenses, levies, tariffs, and other payments required to be paid to third parties in order for Magic Find to exercise its rights under this Agreement (including, without limitation, rights and releases from artists, venues, and promoters, and all necessary rights, including public performance/making available, synchronization, and mechanical rights required from owners of any musical compositions, or locally-relevant collection societies or other performing rights societies); (d) the Creative Content does not and will not violate a third party’s privacy rights or publicity rights; (e) the Creative Content is not unlawful, libelous, defamatory, pornographic, or obscene; (f) the Creative Content does not and will not include content, and is not and will not be of a subject matter, that is prohibited by any of Magic Find’s or YouTube’s content guidelines, rules or policies;(g) Creative will not upload, submit, or stream content for which Creative does not own copyrights or sufficient rights, authority, license, or permission, or that violates the rights of any third party; (h) Creative owns all necessary rights and copyrights to all content enrolled by Creative for brand enforcement, including removal, blocking, and tracking of infringing content, and further including submission of content for removal pursuant to the DMCA takedown notice process or otherwise; (i) the Creative Content is free from any virus, “Trojan Horse,” ransomware, or other malicious or harmful code, including, but not limited to, any code that is intended to trick, poison, or manipulate the outputs of a model; and (j) Creative is not a Sanctioned Person. As used herein, “Sanctioned Person” means any entity or individual that is, or is owned or controlled by persons that are, (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury Office of Foreign Assets Control, the U.S. Department of State, or other relevant sanctions authority, (ii) included in the “Entity List” or the list of “Denied Persons” administered by the U.S. Department of Commerce Bureau of Industry and Security, (iii) located, organized, or resident in any country or territory that is, or whose government is, subject to a general prohibition on imports, exports or financial transactions under the economic sanctions laws of the United States (currently, Cuba, Iran, North Korea, Sudan, Syria, or Crimea (including Sevastopol)), or (iv) otherwise the subject of blocking of assets or other restrictions on transacting business with United States persons under any economic sanctions laws of the United States.

10.3 Non-US Residents. If Creative is not a resident of the United States, Creative: (a) further represents and warrants that all services performed by or on behalf of Creative in connection with this Agreement will be performed outside of the United States, unless explicit written notice is given to Magic Find of particular services to be performed inside the United States within 15 days of the start of those services being performed; (b) agrees to inform Magic Find if any services performed by or on behalf of Creative in connection with this Agreement will be performed within the United States; and (c) further represents and warrants that, unless notice has been given to Magic Find otherwise, all services to Magic Find in connection with the Creative YouTube Property have been performed outside of the United States.

10.4 Disclaimers. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE, REGARDING SUCH SUBJECT MATTER.

Indemnity; Limitation on Liability

11.1 Indemnification by Magic Find. Magic Find shall indemnify, defend and hold Creative harmless from and against any and all liability, loss, damage, claim, cause of action or other cost (including, without limitation reasonable legal fees and expenses), arising out of or related to any third party claim arising out of an alleged breach by Magic Find of its representations and warranties in Section 10.

11.2 Indemnification by Creative. Creative shall release and shall defend, hold harmless, and indemnify (“Indemnify”) Magic Find, and its subsidiaries, affiliates, directors, officers, employees, agents, successors and assigns (“Indemnified Persons”), from and against any allegation or claim based on, or any loss, damage, settlement, cost, expense and any other liability (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) (collectively, “Claims”), arising from or related to: (a) any act or omission by Creative or its Personnel, including, without limitation any breach of this Agreement (including Creative’s representations and warranties in Section 10) or allegation or claim of negligence, strict liability, willful misconduct or fraud of Creative or its Personnel; (b) the misappropriation, infringement or other violation by the Creative Content any third party’s Intellectual Property Rights or other proprietary rights; (c) any DMCA takedown notice submitted on Creative’s behalf; and/or (d) any act or omission by Creative or its personnel, including without limitation any breach of this Agreement (including Creative’s representations and warranties in Section 10.2 of this Agreement).

11.3 Alternative Remedies. In the event that any Intellectual Property Right arising from or related to the Creative Content infringe or violate or are believed by Create to infringe or violate the Intellectual Property Rights of any third person, Creative may, at Creative’s sole expense will: (a) obtain for Magic Find a license to continue exercising their rights under this Agreement; or (b) repair, replace, modify, or taking other action to render the Creative Content non-infringing or non-violative.

11.4 Exceptions. Creative shall not have any obligation to Indemnify any Indemnified Person if a Claim results from Magic Find’s gross negligence or willful misconduct.

11.5 Limitation on Liability. CREATIVE ACKNOWLEDGES AND AGREES THAT MAGIC FIND SHALL NOT BE LIABLE TO CREATIVE, ITS PARENTS, SUBSIDIARIES, OR AFFILIATES, AND/OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, UNDER THIS AGREEMENT OR IN ANY WAY RELATED TO THIS AGREEMENT, FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST WAGES AND SAVINGS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF MAGIC FIND UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEE.

Miscellaneous

12.1 Relationship of Parties. As between Creative and Magic Find, Creative exclusively owns, controls and retains all right, title and interest (including all Intellectual Property Rights) in and to, and absolute liability for, the following: (a) the Creative YouTube Property and all content contained or displayed therein, including the creation, procurement, uploading, ongoing management and look and feel of the Creative Content; and (b) all modifications and all derivative works of each of the foregoing made by or on behalf Creative. Magic Find will not have the right to upload content to, or alter the design or layout of, the Creative YouTube Property.

12.2 Assignment. Magic Find may freely assign, sell, transfer, or delegate this Agreement and any of its rights or obligations under this Agreement. Creative may not and does not have the right to assign, sell, transfer, or delegate this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Magic Find. Except as provided herein, any purported assignment, transfer or delegation by Creative is null and void from the beginning. Subject to the foregoing, this Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

12.3 Governing Law, Jurisdiction, and Venue. This Agreement is governed in accordance with the laws of the State of Nevada, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the laws of the State of Nevada to the rights and duties of the parties hereunder. Any legal suit, action or proceeding arising out of or relating to this Agreement by a party will be resolved by litigation in the courts located within Clark County in the State of Nevada. The parties hereby consent to the exclusive jurisdiction and venue of such courts, will accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to them.

12.4 Arbitration. Any dispute or claim relating in any way to this Agreement, the terms hereof, or Creative’s participation in the UFG Distribution Network that arises between the parties (including the parties’ respective parent, affiliate and/or subsidiary entities) (each an “Arbitrable Dispute”) will be resolved by binding arbitration as described in this paragraph, rather than in court, except that either party may bring suit by submitting to the courts in the aforementioned jurisdiction and waiving such party’s respective rights to any other jurisdiction to enjoin infringement or other misuse of Intellectual Property Rights. This arbitration agreement applies to all matters relating to this Agreement, Magic Find’s engagement with and/or termination from Creative, and ay claims or controversies arising out of or relating to Magic Find’s engagement with Creative, including but not limited to disputes about the validity, interpretation, or effect of this Agreement, or alleged violations of it. The arbitration will take place in Las Vegas, Nevada (unless the parties mutually agree to an alternative venue) before a single experienced arbitrator licensed to practice law in Nevada and selected in accordance with the then-current arbitration rules and procedures for independent company disputes governing arbitrations administered by JAMS (JAMS) under their then-prevailing Streamlined Arbitration Rules and Procedures (the “Rules”). The arbitration will be conducted in accordance with such Rules, and, to the extent required by Nevada law, Creative shall pay the administrative costs and arbitrator’s fees associated with claims that are the subject of arbitration. Each Party shall bear their own respective attorney’s, expert, witness and other fees associated with the arbitration. The parties understand and agree that the arbitrator’s decision shall be in writing with sufficient explanation to allow for such meaningful judicial review as may be permitted by law, and that such a decision shall be final and binding. The arbitrator shall be required to follow applicable law. Magic Find and Creative understand that, by entering into this Agreement, they each are waiving their respective rights to have an Arbitrable Dispute adjudicated by a court or by a jury. CREATIVE HEREBY WAIVES ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRABLE CLAIMS, INCLUDING WITHOUT LIMITATION ANY RIGHT TO TRIAL BY JURY AS TO THE MAKING, EXISTENCE, VALIDITY, OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE. CREATIVE HEREBY ACKNOWLEDGES BY INITIALING THIS PROVISION THAT CREATIVE HAS READ AND UNDERSTOOD, AND THAT CREATIVE EXPRESSLY AGREES TO BE BOUND BY, THE TERMS OF THIS SECTION 12.4. The parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, the parties each waive any right to a jury trial.

12.5 Further Assurances. Creative will take or cause to be taken such further actions, and will execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and will obtain such consents, as may be reasonably required or requested by Magic Find in order to effectuate fully the purposes, terms and conditions of this Agreement.

12.6 Force Majeure. Neither party will be deemed to be in default hereunder for failure to perform any of its obligations under this Agreement in the event such failure results from acts or omissions of the other party or third parties, natural disasters, acts of terrorism, riots, war, civil disorder, strikes, labor disputes, Internet or other telecommunication failures or “brown-outs,” telecommunication failures or other equipment failures, electric power failures, or any other causes beyond that party’s reasonable control that were not due to the negligence or willful misconduct of such party (each, a “ Force Majeure”) for as long as such Force Majeure continues. The party affected by the Force Majeure event will notify the other party immediately after its occurrence and use reasonable efforts to remedy that situation as well as to minimize its effects.

12.7 Waiver. The waiver by either party of a breach of or a default under any provision of this Agreement will be in writing and will not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor will any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.

12.8 Severability. Any determination that any provision of this Agreement or any application thereof is invalid, illegal or unenforceable in any respect in any instance will not affect the validity, legality and enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provision of this Agreement, and such provision will be deemed to be reinstated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law.

12.9 Interpretation. The captions and Section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement. Each instance of the word “including” in this Agreement will be interpreted as if it were followed by the words “without limitation”. Each Party acknowledges and agrees that the language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent. This Agreement will be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under this Agreement.

12.10 Notices. Any notice required to be given under this Agreement will be in writing and delivered as follows: (a) in the case of notices to Magic Find, by commercial overnight carrier or certified U.S. mail (in each case with written verification of receipt) to the postal address for Magic Find set forth in the electronic signature page of this Agreement (or to such other postal address provided by Magic Find to Creative in accordance with this Section); and (b) in the case of notices to Creative, via the UFG Distribution Network Partner Dashboard, by email transmission to the email address for Creative set forth in the electronic signature page of this Agreement (or to such other email address provided by Creative to Magic Find in accordance with this Section) or by commercial overnight carrier or certified U.S. mail (in each case with written verification of receipt) to the postal address for Creative set forth at the beginning of this Agreement (or to such other postal address provided by Creative to Magic Find in accordance with this Section). Notices will be deemed effective: on the date of delivery, if delivered personally

12.11 Entire Agreement; Amendment. This Agreement contains the complete understanding between the parties with respect to the subject matter hereof and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. This Agreement may not be amended or supplemented in any manner by any terms which may be included within any documents exchanged by the parties, including without limitation purchase orders, but may only be amended by a written amendment signed by both parties specifically referring to this Agreement and expressly identifying the provision(s) within this Agreement being amended. No changes, amendments, or alterations to this Agreement will be effective unless signed by duly authorized representatives of both parties, except as expressly provided herein.

12.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which is deemed an original, but all of which together constitutes one and the same instrument. Any signed copy of this Agreement or counterpart thereof, delivered by electronic signature with electronic audit history (e.g., Docusign, Adobe Sign, or equivalent) or email with an attachment in portable document format (e.g., PDF), is for all purposes to be treated as if it were delivered containing an original manual signature of the party whose signature appears in the document, and is binding upon such party in the same manner as though an originally signed copy had been delivered.

12.13 Third Party Beneficiaries. Unless explicitly stated otherwise elsewhere in this Agreement, no person or entity other than the parties themselves has any rights or remedies under this Agreement.

IN WITNESS WHEREOF, the Creative accepted the terms of the Agreement on the date specified on the electronic signature page of this Agreement. This document is considered part of an application by Creative to join the UFG Distribution Network until Magic Find confirms acceptance of this application via email or other means (including, but not limited to, inclusion of the Creative YouTube Property into the UFG Distribution Network).

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License Agreement

Overview

Creative YouTube Property

Channel Statistics/Rollup; Access to Creative’s YouTube Accounts; Reporting

Rights & Grants

Advertisements and Integrations

Payments

Ownership/Control; Removal of Content

Term and Termination

Confidentiality

Representations and Warranties

Indemnity; Limitation on Liability

Miscellaneous

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