Further TV — Platform License Agreement

1. DEFINITIONS

1.1 "Marketplace" means the online content licensing marketplace operated by FTV at furthertv.com and any successor or related interface, including the Licensee-facing dashboard.

1.2 "Content" means the motion pictures, episodic series, events, and other audiovisual programming made available through the Marketplace, together with all associated source files, artwork, trailers, captions, metadata, and promotional materials furnished by FTV.

1.3 "Title" means an individual item of Content (a feature, an episode, a series, or an event, as identified in the Marketplace).

1.4 "Rights Holder" means the owner or licensor of a Title from which FTV has obtained the rights sublicensed to Licensee under this Agreement.

1.5 "Approved Service" means each streaming service, FAST channel, application, or other distribution outlet operated or controlled by Licensee and identified on Exhibit A or in an Order. Rights granted hereunder extend only to Approved Services.

1.6 "Order" means a licensing transaction completed by Licensee through the Marketplace checkout, comprising the Titles selected, the Title Terms applicable to each, and Licensee’s acceptance of those Title Terms.

1.7 "Order Confirmation" means the confirmation issued by FTV to Licensee by email upon completion of an Order, listing the Titles licensed, the Title Terms accepted, and the applicable license periods.

1.8 "Title Terms" means the title-specific commercial terms displayed on the applicable Marketplace product page and accepted by Licensee at checkout, including the License Fee rate, any Minimum License Fee, license period, territory, exclusivity (if any), permitted distribution modes, and any advertising or editorial restrictions.

1.9 "Reporting Period" means each calendar quarter (or portion thereof) during which any Title is licensed hereunder.

1.10 "Gross Ad Revenue" means, with respect to each Title in each Reporting Period, all gross amounts received or receivable by Licensee that are attributable to the exhibition of that Title on an Approved Service, including (a) direct-sold advertising revenue, (b) programmatic and network advertising revenue, (c) sponsorship and branded-content revenue, and (d) any carriage, distribution, license, or minimum guarantee payments received by Licensee from a distributor or platform carrying the Approved Service, allocated to the Title in accordance with Section 1.12, in each case less only the Permitted Deductions.

1.11 "Permitted Deductions" means actual, documented, out-of-pocket amounts paid by Licensee to unaffiliated third parties and directly attributable to the sale or serving of advertising against a Title, consisting solely of ad-serving fees, supply-side and demand-side platform fees, and agency or sales representation commissions. Permitted Deductions shall not exceed fifteen percent (15%) of the gross amounts described in Section 1.10 in any Reporting Period. No deduction is permitted for internal costs, overhead, salaries, technology, encoding, transcoding, storage, bandwidth, playout, marketing, or any amounts paid to an affiliate of Licensee.

1.12 "Allocation Methodology" means the basis on which Licensee attributes revenue to an individual Title where such revenue is not directly tracked at the Title level. Licensee shall allocate on a reasonable basis proportionate to delivered advertising impressions or viewing minutes, shall apply the same methodology consistently across all Titles and all Reporting Periods, and shall describe the methodology in each Statement.

1.13 "License Fee" means the amount payable by Licensee to FTV in respect of a Title for a Reporting Period, determined under Section 4.

1.14 "Minimum License Fee" means a minimum amount payable in respect of a Title for a Reporting Period, if and only if expressly stated in the Title Terms accepted by Licensee for that Title.

1.15 "Statement" means the completed quarterly reporting form described in Section 5.

2. MARKETPLACE ACCESS, ORDERS AND ACCEPTANCE

2.1 Account. FTV will provide Licensee access to the Marketplace through one or more user accounts. Licensee is responsible for maintaining the confidentiality of its credentials and for all activity conducted under them, and shall promptly notify FTV of any unauthorized use.

2.2 Orders. Each transaction completed by Licensee through the Marketplace checkout constitutes a separate, binding Order incorporating the terms of this Agreement and the applicable Title Terms. This Agreement governs all Orders whether placed before or after the Effective Date.

2.3 Acceptance at Checkout. Licensee’s selection of the acceptance control at checkout constitutes Licensee’s execution of the applicable Order and its agreement to the Title Terms then displayed, with the same force and effect as a signed writing. Licensee represents and warrants that each individual accessing the Marketplace using Licensee’s credentials is authorized to enter into binding commitments on Licensee’s behalf, and Licensee shall be bound by all Orders placed through its account regardless of the identity or internal authority of the individual placing them.

2.4 Order Confirmation. FTV will issue an Order Confirmation by email promptly following each Order. The Order Confirmation is the controlling record of the Titles licensed and the Title Terms accepted. Licensee shall notify FTV in writing of any claimed discrepancy within five (5) business days of receipt; absent such notice, the Order Confirmation is deemed accurate and accepted.

2.5 Records of Acceptance. FTV maintains a timestamped record of the Title Terms displayed to and accepted by Licensee for each Order, including the version of such terms. In the event of any dispute regarding what terms were accepted, FTV’s records shall control absent manifest error.

2.6 Order of Precedence. This Agreement governs all Orders. In the event of conflict, the Title Terms accepted for a Title control over this Agreement solely as to the commercial terms for that Title (rate, Minimum License Fee, license period, territory, exclusivity, and title-specific restrictions); this Agreement controls in all other respects.

3. LICENSE GRANT, RESERVATION OF RIGHTS

3.1 Grant. Subject to Licensee’s compliance with this Agreement, including its payment obligations, FTV grants to Licensee, for each Title licensed under an Order and for the license period stated in the applicable Title Terms, a non-exclusive (except where the Title Terms expressly state otherwise), non-transferable, non-sublicensable right and license to distribute, transmit, exhibit, and exploit that Title on the Approved Service(s) on an advertiser-supported video-on-demand and/or advertiser-supported linear (FAST) basis, and to encode, transcode, compress, cache, store, and reproduce the Title solely as necessary for such exhibition, in each case within the territory stated in the Title Terms.

3.2 No Greater Rights. Licensee acknowledges that FTV sublicenses the Content under agreements with Rights Holders. The rights granted hereunder are in all respects subject to, and limited by, the terms of the applicable underlying agreement, and FTV grants no rights greater than those it holds. Availability, territory, license period, and permitted distribution modes vary by Title and are as stated in the Title Terms.

3.3 Non-Exclusivity. Except where the Title Terms expressly grant exclusivity, FTV may license the same Title to any number of other licensees, and nothing herein restricts a Rights Holder’s exploitation of a Title through other channels.

3.4 Withdrawal of Titles. FTV may withdraw any Title from license upon thirty (30) days’ written notice to Licensee, and immediately upon notice where required by law, by a Rights Holder’s exercise of a takedown right, or in response to a third-party claim. Licensee shall cease exhibition and remove the withdrawn Title from all Approved Services and all downstream distribution within thirty (30) days of notice, or immediately where the notice so requires. Upon withdrawal, any Minimum License Fee for the then-current Reporting Period shall be prorated to the date of removal. Withdrawal in accordance with this Section is not a breach by FTV, and FTV’s sole liability is such proration.

3.5 Reservation. All rights not expressly granted are reserved to FTV and the applicable Rights Holders. Nothing herein transfers to Licensee any ownership interest in the Content, the Marketplace, or any FTV or Rights Holder intellectual property.

4. LICENSE FEES

4.1 Standard Rate. Unless the Title Terms accepted for a Title state otherwise, Licensee shall pay to FTV, for each Reporting Period, fifty percent (50%) of the Gross Ad Revenue attributable to that Title.

4.2 Title-Specific Rates. The Title Terms for a Title may specify a different rate, a Minimum License Fee, a flat fee, a CPM floor, a metered or per-hour rate, or other economic terms. Such terms, as displayed at checkout and accepted by Licensee, control for that Title. Licensee acknowledges that rates and terms vary by Title and by Rights Holder, and that it is Licensee’s responsibility to review the Title Terms displayed at checkout.

4.3 Minimum License Fee. Where the Title Terms for a Title state a Minimum License Fee, the License Fee payable for that Title for each Reporting Period shall be the greater of (a) the applicable percentage of Gross Ad Revenue and (b) the Minimum License Fee. For the avoidance of doubt: (i) the Minimum License Fee applies per Title, per Approved Service, and per Reporting Period, and resets at the beginning of each Reporting Period without carryover, credit, or recoupment against any other Reporting Period; (ii) the Minimum License Fee is payable whether or not the Title was exhibited during the Reporting Period and regardless of the number of exhibitions; and (iii) no advance or up-front payment is due at checkout, the Minimum License Fee being payable in arrears in accordance with Section 6.

4.4 Proration. The Minimum License Fee shall be prorated on a daily basis for any Reporting Period in which the license period for a Title commences after the first day of, or ends before the last day of, that Reporting Period.

4.5 No Minimum Unless Stated. No Minimum License Fee applies to any Title unless expressly stated in the Title Terms accepted for that Title.

4.6 Multiple Services. Where a Title is licensed for exhibition on more than one Approved Service, License Fees, including any Minimum License Fee, are calculated and payable separately in respect of each Approved Service.

4.7 Taxes. All amounts payable are exclusive of taxes. Licensee is responsible for all sales, use, value-added, withholding, and similar taxes arising from this Agreement, other than taxes on FTV’s net income. If Licensee is required by law to withhold any amount, Licensee shall gross up the payment so that FTV receives the full amount it would have received absent such withholding.

4.8 Currency. All amounts are stated and payable in United States dollars. Where Licensee receives revenue in another currency, conversion shall be at the rate actually obtained by Licensee or, absent conversion, at the average published rate for the Reporting Period, disclosed in the Statement.

5. REPORTING

5.1 Reporting Form. Within ten (10) days after the end of each Reporting Period, FTV will issue to Licensee’s Reporting Contact a reporting form pre-populated with the Titles licensed by Licensee during that Reporting Period and, for Titles exhibited on a linear or FAST basis, the exhibition dates then known to FTV.

5.2 Statement Due. Licensee shall complete and return the Statement to FTV within thirty (30) days after the end of each Reporting Period.

5.3 Required Detail. Each Statement shall report, separately for each Title and each Approved Service: exhibition dates and day-parts (for linear and FAST exhibition); advertising impressions delivered; ad fill rate; average CPM; viewing minutes; gross advertising and other amounts described in Section 1.10; Permitted Deductions, itemized by category and payee type; resulting Gross Ad Revenue; the applicable rate and any Minimum License Fee; and the License Fee payable. Licensee shall also state the Allocation Methodology applied and identify any change from the prior Reporting Period.

5.4 Title-Level Reporting Required. Statements must report at the individual Title level. Channel-level, service-level, or otherwise aggregated reporting does not satisfy this Section, and FTV is under no obligation to accept it.

5.5 Reporting Contact. Licensee shall designate in Exhibit A, and may update on written notice, an individual as its Reporting Contact, to whom reporting forms will be sent and by whom Statements will be submitted. Statements shall identify by name and email address the individual submitting them.

5.6 Basis of Figures. Licensee represents to FTV that the figures reported in each Statement are derived from the books and records maintained by Licensee in the ordinary course of its business and are, to Licensee’s knowledge, complete and accurate in all material respects. This representation is made by Licensee as an entity, and no personal certification by any individual is required.

5.7 Format. Statements shall be submitted using FTV’s reporting form or, where the Parties agree in writing, by a data feed or application programming interface delivering the fields specified in Section 5.3.

6. PAYMENT

6.1 Payment Due. Licensee shall pay all License Fees for a Reporting Period no later than sixty (60) days after the end of that Reporting Period. The Parties acknowledge that Licensee ordinarily expects to remit within thirty (30) to sixty (60) days after the end of the Reporting Period; in all events the sixtieth (60th) day is the outside date.

6.2 Payment Independent of Statement. Licensee’s obligation to pay under Section 6.1 is independent of its obligation to deliver a Statement, and is not suspended, tolled, or excused by Licensee’s failure to deliver a Statement or by any dispute regarding a Statement.

6.3 Method. Payment shall be made by ACH or wire transfer to the account designated by FTV in writing. Bank charges are for Licensee’s account.

6.4 Late Payment. Amounts not paid when due bear interest at one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less, from the due date until paid. Licensee shall reimburse FTV for all costs of collection, including reasonable attorneys’ fees.

6.5 No Set-Off. Licensee shall pay all amounts in full without set-off, counterclaim, deduction, holdback, or reserve of any kind, except as expressly permitted under Section 1.11.

6.6 Estimated Invoice. If a Statement is more than fifteen (15) days overdue, FTV may issue an invoice in an estimated amount equal to the greater of (a) the License Fees payable by Licensee for the same Titles in the immediately preceding Reporting Period and (b) the aggregate Minimum License Fees applicable to those Titles for the Reporting Period. Such invoice is due and payable in accordance with Section 6.1 and constitutes a liquidated amount owing. Upon delivery of a conforming Statement, the amount shall be trued up, and any excess credited against the next invoice or refunded. An estimated invoice is not a cap on, or a waiver of, the actual License Fees ultimately determined to be payable.

6.7 Accrued Amounts. License Fees accrued prior to expiration or termination remain payable in accordance with this Section notwithstanding such expiration or termination.

7. RECORDS AND SUPPORTING DETAIL

7.1 Records. Licensee shall maintain complete and accurate books and records sufficient to substantiate each Statement for a period of three (3) years following the end of the Reporting Period to which they relate.

7.2 Supporting Detail. Where reported figures for a Title appear to FTV to be materially inconsistent with prior Reporting Periods, with comparable Titles, or with prevailing industry norms, FTV may request reasonable supporting detail for that Title, including ad server or platform reports, impression logs, and documentation of Permitted Deductions. Licensee shall respond in good faith within thirty (30) days. Such requests shall be limited to no more than two (2) Titles per Reporting Period absent a material discrepancy.

7.3 Discrepancies. If a discrepancy in FTV’s favor of more than five percent (5%) of the License Fees payable for the Reporting Period is identified, Licensee shall pay the shortfall together with interest under Section 6.4 within thirty (30) days, and shall reimburse FTV’s reasonable out-of-pocket costs incurred in identifying the discrepancy.

8. NON-PAYMENT, SUSPENSION, TAKEDOWN, DISCLOSURE

8.1 Suspension. If any payment or Statement is more than fifteen (15) days overdue, FTV may, upon written notice and without liability: (a) suspend Licensee’s access to the Marketplace and its ability to license additional Content; and (b) suspend, disable, or lock Licensee’s access to Content already licensed, including by instructing playout, delivery, or hosting partners to do so.

8.2 Takedown. If any payment or Statement is more than thirty (30) days overdue, FTV may, in addition to its other remedies, terminate the affected Orders and require Licensee to remove all affected Content from every Approved Service and from all downstream distribution within ten (10) business days of notice, and to certify such removal in writing.

8.3 Disclosure to Rights Holders. Licensee acknowledges and agrees that FTV operates the Marketplace on a basis of transparency to Rights Holders, and expressly consents that FTV may disclose to any affected Rights Holder, and may display in Rights Holder-facing dashboards and reports, the fact and status of any late, partial, or non-payment or non-reporting by Licensee, including Licensee’s identity, the Titles affected, the amounts outstanding, the number of days past due, and Licensee’s payment and reporting history. Licensee waives any claim against FTV arising from such disclosure provided the information disclosed is accurate. Licensee acknowledges that this Section is a material inducement to FTV’s entry into this Agreement.

8.4 Continued Exhibition. Any exhibition, transmission, or exploitation of Content after suspension, withdrawal, termination, or expiration of the applicable license is unauthorized and constitutes copyright infringement, in addition to breach of this Agreement.

8.5 Cumulative Remedies. The remedies in this Section are in addition to, and not in lieu of, any other remedy available to FTV at law or in equity.

9. CONTENT INTEGRITY AND TECHNICAL OBLIGATIONS

9.1 No Alteration. Licensee shall not edit, cut, re-cut, dub, subtitle, colorize, time-compress, overlay, superimpose upon, or otherwise alter any Title without FTV’s prior written approval. Licensee may insert advertising in accordance with Section 9.2 and may apply its own standard channel branding and bumpers outside the program body.

9.2 Advertising Insertion. Where a Rights Holder has supplied advertising break timecodes, Licensee shall adhere to them. Absent such timecodes, advertising breaks shall be no more frequent than one break per ten (10) minutes of program run time, and total advertising load shall not exceed sixteen (16) minutes per hour, unless the Title Terms state otherwise.

9.3 Credits and Metadata. Licensee shall exhibit each Title in full, including main and end titles and all copyright and attribution notices, and shall display the artwork, title, and metadata as delivered, without alteration that would misidentify the Title or its source.

9.4 Content Protection. Licensee shall employ industry-standard and commercially reasonable measures to prevent unauthorized access to, downloading of, or copying of the Content, including encryption and digital rights management, and shall secure all copies of Content in its possession. Licensee shall notify FTV promptly upon becoming aware of any unauthorized access, distribution, or exploitation, and shall cooperate with FTV and the applicable Rights Holder in any enforcement effort.

9.5 Territorial Restrictions. Licensee shall implement and maintain geographic restriction technology sufficient to limit exhibition of each Title to the licensed territory stated in the applicable Title Terms.

9.6 No Downstream Sublicensing. Licensee shall not sublicense, resell, syndicate, or otherwise make the Content available to any third party except to distribution partners carrying an Approved Service in the ordinary course, and then only subject to terms no less protective than those of this Agreement. Licensee remains responsible for the acts and omissions of such partners.

9.7 Advertising Standards. Licensee shall not exhibit advertising within or adjacent to a Title that is unlawful, obscene, or defamatory, and shall observe any advertising category restrictions stated in the applicable Title Terms.

10. PROHIBITION ON ARTIFICIAL INTELLIGENCE USE

10.1 Licensee shall not, and shall not permit or enable any third party to, use any Content, in whole or in part, to train, fine-tune, pre-train, validate, benchmark, evaluate, or otherwise develop any artificial intelligence, machine learning, or generative model, nor to create any embedding, vector representation, derivative dataset, or synthetic output derived from the Content.

10.2 Licensee shall not scrape, bulk-download, index for machine-learning purposes, or extract frames, audio, transcripts, or metadata from the Content other than as strictly necessary to exhibit the Content as expressly licensed hereunder.

10.3 Rights to use Content in connection with artificial intelligence are separately reserved by FTV and the Rights Holders and are not licensed under this Agreement or any Order. Any breach of this Section is a material breach permitting FTV to terminate this Agreement and all Orders immediately upon notice, without cure period.

11. NON-CIRCUMVENTION

11.1 During the Term and for eighteen (18) months thereafter, Licensee shall not, directly or through any affiliate, agent, or intermediary, solicit, negotiate, or enter into any license or distribution arrangement with a Rights Holder in respect of any Title that Licensee first identified through the Marketplace, otherwise than through the Marketplace.

11.2 Section 11.1 does not apply to any Title or Rights Holder as to which Licensee can demonstrate, by written records predating the relevant Order, an existing licensing relationship or active negotiation, nor to any Title generally offered by the Rights Holder through other distributors on comparable terms.

11.3 In the event of breach of this Section, and in addition to any other remedy, FTV shall be entitled to recover the License Fees it would have earned had the transaction been completed through the Marketplace on the terms then displayed for that Title.

12. CONFIDENTIALITY, PERMITTED DISCLOSURES

12.1 Confidentiality. Each Party shall hold in confidence, and shall not disclose to any third party, the terms of this Agreement and any non-public information of the other Party obtained in connection herewith ("Confidential Information"), except to its officers, employees, advisors, and financing sources on a need-to-know basis under obligations of confidence, or as required by law, regulation, or legal process (with prompt notice to the other Party where lawful).

12.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available other than through breach of this Section, (b) was known to the receiving Party without obligation of confidence prior to disclosure, (c) is independently developed without use of the disclosing Party’s Confidential Information, or (d) is received from a third party free to disclose it.

12.3 Permitted Disclosure to Rights Holders. Notwithstanding Section 12.1, Licensee expressly authorizes FTV to disclose to Rights Holders whose Titles are licensed by Licensee, and to display in Rights Holder-facing dashboards, reports, and statements: (a) Licensee’s identity and the Approved Services on which the Titles are exhibited; (b) the Titles licensed and the Title Terms accepted; (c) exhibition dates and performance metrics reported by Licensee; (d) Gross Ad Revenue, License Fees, and Minimum License Fees attributable to those Titles; and (e) Licensee’s payment and reporting status and history, including any delinquency, as further provided in Section 8.3. Licensee acknowledges that such disclosure is fundamental to the operation of the Marketplace and to FTV’s obligations to Rights Holders.

12.4 Aggregated Data. FTV may compile, use, and disclose anonymized and aggregated performance data derived from Statements for benchmarking, analytics, and product purposes, provided such data does not identify Licensee by name except as permitted under Section 12.3.

12.5 Duration. The obligations of this Section survive for three (3) years following termination or expiration of this Agreement, and indefinitely as to trade secrets.

13. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

13.1 Mutual. Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement, that this Agreement has been duly authorized, and that its performance will not conflict with any other agreement to which it is bound.

13.2 Licensee. Licensee further represents, warrants, and covenants that: (a) it operates each Approved Service in compliance with all applicable laws and regulations; (b) all advertising it sells, serves, or permits to be served complies with applicable law and industry standards; (c) it will not exhibit or exploit any Title outside the scope of the license granted; (d) each Statement will comply with Section 5.6; and (e) it will not knowingly take any action that would cause FTV to be in breach of its obligations to any Rights Holder.

13.3 FTV. FTV represents and warrants that, as of the date of each Order, it holds the rights necessary to grant the sublicense in respect of each Title included in that Order, on the terms stated in the applicable Title Terms.

13.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.3, THE CONTENT AND THE MARKETPLACE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. FTV MAKES NO GUARANTEE AND NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE PERFORMANCE, VIEWERSHIP, ADVERTISING YIELD, FILL RATE, CPM, OR REVENUE ATTAINABLE FROM ANY TITLE, THE CONTINUED AVAILABILITY OF ANY TITLE, OR THE UNINTERRUPTED OPERATION OF THE MARKETPLACE, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14. INDEMNIFICATION

14.1 By FTV. FTV shall defend and indemnify Licensee against third-party claims alleging that Licensee’s exhibition of a Title strictly in accordance with this Agreement infringes such third party’s copyright or other intellectual property rights. FTV’s obligation under this Section 14.1 is limited to, and payable solely out of, (a) amounts FTV actually recovers from the Rights Holder responsible for the Title under FTV’s agreement with that Rights Holder, plus (b) in any event, an amount not exceeding the aggregate License Fees actually received by FTV from Licensee in respect of the affected Title during the twelve (12) months preceding the claim. FTV shall use commercially reasonable efforts to enforce the corresponding indemnity against the responsible Rights Holder and, where permitted by the underlying agreement, to pass through or assign the benefit of that indemnity to Licensee. Licensee acknowledges that FTV acts as an intermediary and does not originate or warrant the chain of title in the Content beyond Section 13.3.

14.2 By Licensee. Licensee shall defend, indemnify, and hold harmless FTV, the Rights Holders, and their respective officers, directors, employees, and agents against all claims, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the operation of any Approved Service; (b) any advertising sold, served, or exhibited by or for Licensee; (c) Licensee’s breach of this Agreement or any Order; (d) any exhibition or exploitation of Content outside the scope of the license granted; and (e) claims brought by Licensee’s users, distributors, or advertisers. Licensee’s obligations under this Section are not subject to any cap or limitation.

14.3 Procedure. The indemnified Party shall give prompt written notice of any claim (provided that delay excuses the indemnifying Party only to the extent prejudiced), shall permit the indemnifying Party to control the defense with counsel reasonably acceptable to the indemnified Party, and shall cooperate at the indemnifying Party’s expense. No settlement imposing any obligation or admission on the indemnified Party shall be made without its prior written consent, not to be unreasonably withheld.

15. LIMITATION OF LIABILITY

15.1 NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR ANTICIPATED SAVINGS, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

15.2 EXCEPT AS PROVIDED IN SECTION 15.3, FTV’S AGGREGATE LIABILITY UNDER THIS AGREEMENT AND ALL ORDERS SHALL NOT EXCEED THE TOTAL LICENSE FEES ACTUALLY RECEIVED BY FTV FROM LICENSEE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT.

15.3 Exclusions. The limitations in Section 15.2 do not apply to, and the following are not capped: (a) Licensee’s payment obligations under Sections 4 and 6; (b) Licensee’s breach of Sections 9, 10, 11, or 12; (c) Licensee’s indemnification obligations under Section 14.2; or (d) either Party’s fraud or willful misconduct.

15.4 Basis of the Bargain. Each Party acknowledges that the allocation of risk in this Section is an essential basis of the bargain and that the fees hereunder reflect that allocation.

16. TERM AND TERMINATION

16.1 Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Section (the "Term").

16.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon sixty (60) days’ written notice. Upon such termination, Licensee may place no further Orders, and Orders then outstanding shall continue in effect for the balance of their stated license periods, subject to Licensee’s continuing compliance and payment.

16.3 Termination for Cause. Either Party may terminate this Agreement and all outstanding Orders immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure within thirty (30) days of written notice; (b) becomes the subject of a bankruptcy, insolvency, or receivership proceeding not dismissed within sixty (60) days; or (c) ceases to conduct business in the ordinary course. FTV may additionally terminate immediately, without cure period, upon Licensee’s breach of Section 10 (artificial intelligence) or Section 9.4 (content protection), or upon non-payment as provided in Section 8.2.

16.4 Effect of Termination. Upon expiration or termination of this Agreement or any Order: (a) all license rights in the affected Content immediately cease; (b) Licensee shall remove the affected Content from all Approved Services and all downstream distribution within ten (10) business days and shall certify removal in writing; (c) Licensee shall delete or destroy all copies of the Content in its possession or control; and (d) all License Fees accrued through the date of removal, including any Minimum License Fee prorated under Section 4.4, remain due and payable in accordance with Section 6.

16.5 Survival. Sections 1, 4.7, 6, 7, 8, 9.4, 10, 11, 12, 13.4, 14, 15, 16.4, 16.5, and 17 survive expiration or termination of this Agreement for any reason.

17. GENERAL

17.1 Governing Law and Venue. This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, and waive any objection to venue therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except to an affiliate or to a successor in connection with a merger, reorganization, or sale of all or substantially all of its assets, provided the assignee assumes all obligations in writing and is not a competitor of the non-assigning Party. Any purported assignment in violation of this Section is void.

17.3 Notices. Notices shall be in writing and delivered by (a) email to the address set forth in Exhibit A, deemed given upon confirmation of transmission provided no bounce or delivery failure is received, and (b) for notices of breach, termination, or indemnification, additionally by certified mail or overnight courier to the address set forth in Exhibit A. Routine operational communications, including reporting forms, Order Confirmations, and invoices, may be delivered by email or through the Marketplace.

17.4 Amendment of these Terms. FTV may update the general terms of this Agreement upon thirty (30) days’ prior written notice to Licensee. Updated terms apply only to Orders placed after the effective date of the update; Orders outstanding at that time continue to be governed by the terms in effect when placed. If Licensee objects in writing within the notice period, Licensee may terminate under Section 16.2 but may place no further Orders. No other amendment or waiver is effective unless in writing and signed by both Parties.

17.5 Force Majeure. Neither Party is liable for any delay or failure in performance (other than a payment obligation) caused by events beyond its reasonable control, provided it gives prompt notice and resumes performance as soon as practicable.

17.6 Independent Contractors. The Parties are independent contractors. Nothing herein creates any partnership, joint venture, agency, franchise, or employment relationship, and neither Party may bind the other.

17.7 Third-Party Beneficiaries. Rights Holders are intended third-party beneficiaries of Sections 9, 10, 12.3, and 14.2, and may enforce those provisions directly. There are no other third-party beneficiaries.

17.8 Entire Agreement; Severability; Waiver. This Agreement, together with its Exhibits and all Orders and Order Confirmations, constitutes the entire agreement between the Parties on its subject matter and supersedes all prior agreements and understandings. Any pre-printed or standard terms of Licensee, including terms contained in a purchase order or vendor onboarding portal, are of no effect. If any provision is held invalid, it shall be limited or severed to the minimum extent necessary and the remainder shall continue in full force. No waiver is effective unless in writing, and no waiver of any breach is a waiver of any other or subsequent breach.

17.9 Counterparts; Electronic Signature. This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original and all of which together constitute one instrument.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

FURTHERTV, INC.
By: _______________________________
Name: John T. Wells
Title: Chief Executive Officer
Date: _____________________________

[PLATFORM / CHANNEL LEGAL NAME]
By: _______________________________
Name: _____________________________
Title: ____________________________
Date: _____________________________