Digital Channel Agreement

Last updated: June 18th, 2020

This DIGITAL CHANNEL AGREEMENT (the “Agreement”) is between you, the customer (“Client” or “You”), as stated and executed in the first Order Form referring to this Agreement, and the FanHero entity that owns the FanHero Platform that you are accessing, using, or licensing (“Company” or “We”). If you are agreeing to this Agreement not as an individual but on behalf of your company, government, or other entity for which you are acting (for example, as an employee or governmental official), then “you” means your entity and you are binding your entity to this Agreement. Company may modify this Agreement from time to time, subject to the terms in Section 19 (Changes to this Agreement) below. Each party may be individually referred to as a “Party” or collectively referred to as the “Parties”. The “Effective Date” of this Agreement is the date defined as the Effective Date in the first Order Form between the Company and the Client associated with this Agreement.

RECITALS

WHEREAS, Company is in the business of providing digital media channels for the purposes of enabling Client to stream and distribute content through its platforms; and

WHEREAS, Company is the developer of FanHero Platform and desires to provide Client with a Digital Channel;

WHEREAS, Client desires to enter into an agreement with Company for the purpose of enabling the distribution, streaming, and monetization of Client Content;

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

AGREEMENT

1. DEFINED TERMS. The following capitalized terms as used in this Agreement, including the preliminary statements, PREAMBLE OR recitals hereto shall have the meaning set forth below. Other terms defined throughout this Agreement shall have the meanings respectively ascribed to them.

“Additional Services” means any work provided by Company, or on behalf of, Client that is beyond the scope of this Agreement. Additional Services may include, but are not limited to, custom programming work, consulting, and related services to be provided at the request of Client as agreed upon between the Parties.

“Affiliate” means any entity which (i) controls, (ii) is controlled by, or (iii) is under common control with another entity. An entity shall be deemed to control another entity if it has the power to direct or cause the direction of the management or policies of such company, whether through the ownership of voting securities, by contract, or otherwise.

“Audience” means the global addressable market in terms of reachable people that are potential consumers of Client Content. “Audience” may include users from an existing user base, members, general users, social media followers, fans, and any other generic audience from nature. “Audience” may also include people, leads, prospects, and customers generated in connection to Client’s marketing efforts.

“Client” includes the individual, agent or entity executing this Agreement on behalf of Client, or authorized by Client, as appropriate, to engage in the transactions contemplated herein on Client’s behalf, including accessing the FanHero Platform and posting, editing or deleting any Client Content.

“Client Content” means the content (digital or otherwise) set forth in the Order Form including, but not limited to, games, videos, images, photos, text, audio, live matches, news coverage, second screen, raw footage, generic Client Content, or any other media content acquired, developed, accrued, owned, rented, leased or produced for which Client is the authorized legal representative, owner, or rights holder with full rights to license, sub-license, trade, and otherwise distribute, stream, and monetize, and for which Client desires to enter into this Agreement with Company for the purposes of disseminating, distributing, streaming, or monetizing through the Distribution Channels.

“CTAC” means the Client Terms and Conditions which are the legal terms under which the Client accesses and uses the Digital Channel and the FanHero Platform, and which are incorporated herein by reference. The CTAC is available on FanHero’s Website at www.fanhero.com, and may be changed, amended or updated from time to time, in FanHero’s sole discretion.

“Data Transfer” means the utilization or consumption of inbound or outbound data, data traffic, or bandwidth, calculated in terms of gigabytes (GB), for all data transferred in connection to the Digital Channel.

“Data Transfer Fee” means the total monthly usage fee charged by the Company to the Client for every GB of Data Transfer utilized in connection to the Digital Channel.

**“**Digital Channel” means a standard or branded channel provided by Company for Client, utilizing the FanHero Platform, for the purpose of streaming and distributing Client Content.

“Digital Channel Fee” means the monthly Digital Channel access fee charged by Company to Client.

“Distribution Channels” means any and all channels through which Client Content may be distributed or commercialized to End Users and consumers including (a) Digital Channel, and (b) FanHero Platform.