STANDARD TERMS AND CONDITIONS FOR PROGRAMING RIGHTS LICENSES FOR CARTOON HANGOVER
(Last Updated January 7, 2024)

These STANDARD TERMS AND CONDITIONS FOR PROGRAMING RIGHTS LICENSES (the “Standard Terms”) govern the license and use of audiovisual content (the “Licensed Content”) by FREDERATOR STUDIOS, LLC, a California limited liability company (the “Licensor”) when licensed from any content provider (the “Licensee”) for purposes of exhibition within a “Cartoon Hangover” branded environment via the Licensed Channels (defined below). Licensor and Licensee are sometimes individually referred to as a “Party” and collectively referred to as the “Parties.” These Standard Terms, when read together with the applicable deal terms signed by the Parties (the “Deal Terms”), constitute the entire binding agreement (the “Agreement”) between the Parties with respect to subject matter herein. These Standard Terms are incorporated and made a part of the Deal Terms executed by the Parties.
To the extent that any provision of the Deal Terms contradicts these Standard Terms, the Deal Terms

2. LICENSED CONTENT: The content licensed under the Agreement shall be those programs and series identified on Schedule A of the Deal Terms

3. AUTHORIZED USE(S): Unless otherwise specified in the Deal Terms, Licensor is hereby authorized to exhibit and otherwise use the Licensed Content in any and all Licensee-owned and/or operated AVOD, SVOD, Non-Theatrical, FAST (linear Free Ad-Supported Streaming TV), and Broadcast channels, whether directly owned by Licensee or owned by any Affiliated Entity of Licensee and regardless of the specific name under which such channel is branded (the “Licensee Channels”) and/or any portions of Licensee Channels available via any and all delivery methods available now or hereafter devised including, but not limited to: OTT apps, set top boxes, internet, mobile, MVPDs, cable, satellite, over-the-air, etc. Licensee-owned and operated channels are currently collectively branded Cartoon Hangover. The parties hereto acknowledge and agree Licensee may, at any time, change the name(s) of or rebrand the Licensee Channels, or operate Licensee Channels under multiple branded names, including but not limited to the “Cartoon Hangover” brand, as determined by Licensee in its sole discretion.

“AVOD” shall mean any service, other than YouTube, distributed via any and all means including, but not limited to internet, mobile, OTT, MVPD, etc. where no charge is made to the viewer, but the viewer must watch any or all of the following: pre-roll, mid-roll, post-roll, banner advertisements. For the avoidance of doubt, AVOD, as used in the Agreement, does not include distribution of content via YouTube, which is the sole content management system excluded from the AVOD definition.

“SVOD” shall mean a service distributed via any and all means including, but not limited to: internet, mobile, OTT, MVPD, etc. that permits subscribers of such services to view programming on an on-demand basis, whether or not downloaded contemporaneously while viewing or downloaded, on a temporary basis, for future viewing.

“Non-Theatrical” shall mean and include airlines, educational and institutional facilities (including, without limitation, schools, libraries, hospitals, and nursing homes), religious organizations and facilities (e.g., churches), Red Cross facilities, oil rigs and oil fields, public transportation, corporate locations, ships at sea, governmental bodies (including, without limitation, embassies, military and armed services installations, bases, and vessels, and all other governmental facilities), hotels, motels, prisons, and all other locations, institutions, and/or forms of transportation, not primarily engaged in the business of exhibiting motion pictures.

“Broadcast” shall include Free, Cable, and Pay/Premium TV. “Free TV” shall mean broadcast only to non-paying customers. “Cable” shall mean encrypted linear delivery of transmissions intended for reception on a home television monitor capable of receipt upon payment of a fee by the subscriber to the provider for delivery of the service. “Pay/Premium” shall mean transmission as part of a television service that can only be received upon payment of a subscription fee in addition to those basic service charges paid by subscribers.

“Linear FAST (Free Ad Supported Streaming TV)” shall mean a service distributed via any and all means including, but not limited to internet, mobile, OTT, MVPD, etc. where no charge is made to the viewer to watch the Licensed Content in a linear, programmed manner, but the viewer must watch any or all of the following: pre-roll, mid-roll, post-roll, banner advertisements.

4. TERM. Unless otherwise stated in the Deal Terms, The Term of this Agreement shall commence upon the Licensor’s successful delivery of the Licensed Content to the Licensee, and shall continue for a period of Two (2) years (the “Initial Term”) which shall automatically renew for subsequent terms of one (1) year (each a “Renewal Term”) unless written notice to terminate is provided to Licensee at least thirty (30) days prior to a Renewal Term.

6. TERRITORY. Unless otherwise stated in the Deal Terms, the Territory of the License granted under this Agreement shall be Worldwide.

7. AUTHORIZED LANGUAGE(S). The License granted under this Agreement shall extend to all languages, and Licensee may create additional language tracks at its own expense.

8. LICENSE FEE. Unless otherwise stated in the Deal Terms, the financial consideration for the License shall be as follows:
(a) AVOD and Linear FAST (Free Ad-Supported Streaming TV) Fee: An amount equal to fifty percent (50%) of Net Advertising (as defined below) (“Licensor Share”). “Net Advertising” shall mean gross revenue (“GR”), actually received and retained by Licensee directly attributable to Licensee’s exploitation of the Licensed Content as contemplated hereunder, less: (i) any expenses, including all applicable taxes, and out-of-pocket costs incurred by Licensee in connection with such exploitation; and (ii) an overhead fee equal to 15% of GR. Licensor Share shall be calculated quarterly by multiplying the total Net Advertising by fifty percent (50%).
(b) SVOD Fee: An amount equal to 50% of Net Subscription Revenue (as defined below) (“Licensor Share”). “Net Subscription Revenue” shall mean gross revenue, actually received and retained by Licensee directly attributable to Licensee’s exploitation of the Licensed Content as contemplated hereunder, less: (i) any expenses, including all applicable taxes, and out-of-pocket costs incurred by Licensee in connection with such exploitation; and (ii) an overhead fee equal to 15% of GR. Licensor Share of Net Subscription Revenue shall be calculated quarterly by multiplying the total subscription fees actually received and retained by Licensee by the percentage of Licensed Content viewed in proportion to the total content viewed by subscribers in the relevant quarter. For the avoidance of doubt, each episode downloaded for future viewing will be treated as one (1) complete viewing of such episode from start to finish.
Non-Theatrical and Broadcast Fee: An amount equal to 50% of Net Revenue (as defined below) (“Licensor Share”). “Net Revenue” shall mean gross revenue, actually received and retained by Licensee directly attributable to Licensee’s exploitation of the Licensed Content as contemplated hereunder, less: (i) any expenses, including all applicable taxes, and out-of-pocket costs incurred by Licensee in connection with such exploitation; and (ii) an overhead fee equal to 15% of GR. Licensor Share of Net Revenue shall be calculated quarterly by multiplying the total fee actually received and retained by Licensee by the percentage of the Licensed Content in proportion to the total content included in the distribution agreement.

9. PAYMENT TERMS:
Quarterly Statements. Licensee will remit to Licensee, or provide Licensor access to an internet portal which provides, applicable statements quarterly within forty-five (45) days of quarter end. In the event Licensor share does not exceed one hundred ($100) United States dollars in a given quarter, Licensee shall carry this balance over to the following quarter or until such time that Licensor share exceeds one hundred ($100) United States dollars, upon which Licensee shall remit Licensor share. Should cumulative Licensor share not exceed one hundred ($100) United States dollars during the Term, Licensee shall remit Licensor share within ninety (90) days of the final quarter of the Agreement.
Payment Information: Notwithstanding anything to the contrary herein, it shall be a condition precedent to Licensee’s obligation to remit any payment to the Licensor that Licensor first deliver its Payment Information (defined below) to the Licensee. For the purposes of this paragraph, “Payment Information” means: (i) complete wiring and/or ACH instructions for the account where Licensor wishes payments to be made, including bank name, bank address, accountholder name, account number, routing number, and SWIFT Code; (ii) a completed and signed form W-9 for Licensors domiciled within the United States; and/or (iii) a completed and signed form W-8 for Licensors domiciled outside the United States.

10. RIGHTS LICENSED AND RESERVED. Licensor hereby grants to Licensee, its parent, subsidiaries and affiliates: (i) a non-exclusive right and license to distribute, display, exhibit, promote, advertise, reproduce, broadcast and transmit the Licensed Content as set forth herein (e.g., the Authorized Use during the Term in the Territory, via the Authorized Languages, etc.) via all modes of transmission, and (ii) the non-exclusive right (but not the obligation) and license to make available to users and subscribers of Licensee Channels (each such subscriber/user referred to herein as “User”) any or all of the identifiable characters that appear in the Licensed Content solely for the purposes of allowing User to select same as an “avatar” for User’s profile picture on the Licensee Channels. Licensee agrees to the following:
Access to the Licensed Content shall be limited using service industry standard encryption and content protection technologies;
Licensee shall not remove any credits, copyright or trademark notices from the Licensed Content or any episodes thereof.

Licensor also grants to Licensee the right to compress, un-compress, encode, encrypt, decode, cache and store the Licensed Content as needed to facilitate exploitation of Licensed Content as permitted herein.
The rights described in this Section 10 are collectively referred to as “Licensed Rights.” All rights not specifically licensed to Licensee pursuant to the Agreement and/or the Standard Terms, whether now existing or hereafter created, are collectively referred to as “Reserved Rights.”

11. DELIVERY. Delivery of the Licensed Content shall be determined by the parties in good faith on a case-by-case basis, considering the source, format, and technical requirements of the Licensed Content, as well as the operational needs of both parties.

12. MARKETING AND PROMOTION. Licensee shall have the right to, and Licensor hereby grants to Licensee the limited right to, market and promote the Licensed Content in the Territory in any and all media, now known or hereafter devised. Licensee shall have the right to include in all such advertising, promotions or publicity for the Licensed Content, the name of the Licensed Content, still images of the Licensed Content, and clips of up to three (3) minutes in length from the Licensed Content which may be exhibited in any and all media, either now known or hereafter devised. Without limiting the foregoing, Licensee may, promote the Licensed Content in its promotions and marketing campaigns in a manner similar to that which it regularly employs to publicize similar children’s entertainment content available on the Authorized Platform. Licensor hereby grants to Licensee a limited non-exclusive, non-transferable and non-sub-licensable right and license to use the marks and logos of Licensor associated with the Licensed Content (the “Licensed Trademarks”) in the Territory and during the Term solely for the purpose of promoting the Licensed Content as set forth above. Licensee acknowledges and agrees that the Licensed Trademarks, whether or not registered, are and shall be the sole and exclusive property of Licensor. Licensee recognizes the value of the goodwill associated with such Licensed Trademarks and acknowledges that all rights therein (including trademark and other intellectual property rights therein and goodwill attached thereto) belong exclusively to Licensor, and that all use of the Licensed Trademarks by Licensee shall inure exclusively to the benefit of Licensor.

13. TERMINATION. Either Party may terminate the Agreement at any time upon at least thirty (30) days prior written notice to the other Party of any material breach of the Agreement by such other Party, unless such material breach has been cured within such thirty (30) day period. Either Party may terminate this Agreement without cause at the end of any Term or Renewal Term by delivering notice of such intent to terminate at least thirty (30) days before the expiration of such Term or Renewal Term. Upon any termination hereof, whether with or without cause, Licensee shall use reasonable efforts to remove Licensed Content from the Authorized Platform within thirty (30) days of termination.

14. CONFIDENTIALITY. Without the prior written permission of the other Party, neither Party shall disclose (whether orally, or in writing, or by press release or otherwise) to any third party any information with respect to the terms and provisions of the Agreement, any information contained in any data or report required to be delivered hereunder or any materials relating thereto, except: (i) to each Party’s respective officers, directors, employees, auditors and attorneys, in their capacity as such; (ii) to the extent necessary to comply with the law (e.g. capital market regulations) or with the valid order of an administrative agency or court of competent jurisdiction; (iii) to enforce the Parties’ rights and obligations hereunder; or (iv) to the extent such information becomes a matter of public record. This Paragraph 14 shall continue during the Term and shall survive, indefinitely, the expiration or termination of the Agreement, regardless of the reason for such expiration or termination.

15. REPRESENTATIONS, WARRANTIES, AND INDEMNITY. In order to induce Licensee to enter into the Agreement, Licensor hereby represents and warrants to Licensee the following:
Licensor is an organization that is in good standing with the state of its organization, and has the full right, power, legal capacity and authority to enter into and perform the Agreement and to grant Licensee the rights and licenses herein provided. No other person, form or entity’s consent or release is necessary hereunder for Licensor to enter into the Agreement and grant the rights herein granted.
Licensor solely and exclusively owns and/or controls all Licensed Rights in the Licensed Content. Licensor has the right, without any limitations or restrictions whatsoever, to license the rights licensed hereunder and that the exercise by Licensee of the rights licensed hereunder in accordance with and pursuant to the terms of the Agreement shall not violate or infringe the rights of any party, including, without limitation, any copyright, trademark, service mark, or contractual rights, or any rights of privacy or publicity.
The Licensed Content (including any material contained therein and any advertising and promotional material provided by Licensor), and Licensee’s distribution and other exploitation of same in accordance with the Agreement shall not violate any applicable law, rule or regulation.
There is no outstanding contract, understanding, commitment, restriction or arrangement which is or may be in conflict with the Agreement or which may in any way limit, restrict, impair or interfere with any of the Licensed Rights.
All Licensed Rights in and to the Licensed Content are and will be free and clear of liens and encumbrances of every kind and character.
Licensor represents and warrants that all necessary rights have been cleared and that Licensee may exercise the Licensed Rights granted to it herein without payment of any additional fees or expenses to any third party or to or on account of any union, guild or other collective bargaining agent because of exploitation by Licensee, subject to the terms of the Agreement.
There are no claims, actions or litigation, either pending or threatened, which will or may in any way limit, restrict, impair or interfere with or in any way prejudice the rights granted to Licensee under the Agreement.
With respect to musical compositions in the Licensed Content, Licensor represents and warrants that the performing rights therein are either:
Controlled by BMI, ASCAP or SESAC, in which event such musical compositions are and will be available for exhibition under the musical performing rights licenses for television granted by said performing rights societies; or
In the public domain; or
Controlled by Licensor, in which event Licensor will grant to Licensee pursuant to the approved form of License the right to perform same.
Licensee shall be responsible for any performance rights fees.
The Licensed Content is appropriate for an audience aged eleven (11) years old or younger taking into account customary industry standards.

Licensor hereby agrees to defend, indemnify and hold harmless Licensee, its partners, affiliates, members, licensees, directors, officers, shareholders, employees and assignees (“Indemnified Parties”) and pay on behalf or reimburse such Indemnified Parties as and when incurred all, any losses, liabilities, costs, demands, claims, actions, causes of action, damages and expenses (including, without limitation, reasonable outside attorneys’ fees and costs) which they or any of them may suffer or incur as a direct result of, in connection with or relating to any breach or alleged breach of any representation, warranty, obligation, covenant or agreement made by Licensor in the Agreement. Licensor agrees that Licensee shall have the sole right to control the legal defense against any such claims, demands or litigation, including the right to select counsel of its choice and to compromise or settle any such claims, demands or litigation.

16. OVERSPILL. Licensor acknowledges that the transmissions of any Licensed Content which are primarily intended for reception inside the Territory may nevertheless be capable of reception outside the Territory by virtue of the fact that (a) television signals are not necessarily confined to territorial boundaries and (b) may be capable of being viewed by subscribers who travel outside of the territory in which they reside (e.g., through so-called “TV Everywhere” services offered by the cable or satellite provider) (collectively the “Overspill”). Licensor agrees that, notwithstanding any other provision of the Agreement, the occurrence of Overspill shall not constitute a breach of the Agreement or an infringement of Licensor’s rights under the Agreement, by Licensee, or any third-party licensee of Licensee.

19. WAIVER. The waiver by either party hereto of any breach or default by the other party shall not be construed to be a waiver of any other breach or default, or of the same breach or default occurring thereafter.

20. NOTICES. All notices required or allowed to be given under the Agreement shall be sent via first class mail and electronic mail. All notices shall be sent to each party at the address set forth on the Deal Terms (or such other address as notified by such party in writing).

21. MEDIATION / ARBITRATION / GOVERNING LAW / INJUNCTIVE RELIEF
(a) Mediation of Disputes. Prior to initiating any arbitration, litigation, or other formal proceedings, the Parties shall submit any dispute, claim, or controversy arising out of or relating to the Agreement to mediation before a single mediator of Signature Resolution in its Century City office, located in Los Angeles, California. If the Parties are unable to resolve their dispute through mediation, then, and only then, may a party submit the matter to formal arbitration.
(b) Governing Law/Arbitration. Any dispute, claim, or controversy arising out of or relating to the Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of the Agreement to arbitrate or any right or obligation that survives termination or cancellation of the Agreement (collectively referred to herein as a “Claim”), shall be governed by the laws of the State of California applicable to contracts made and wholly performed in the State of California (without regard to choice of law) and determined by final binding arbitration administered by the International Centre for Dispute Resolution (“ICDR”) under the Independent Film and Television Alliance Rules of Arbitration (the “IFTA Rules”) before a single arbitrator in Los Angeles, California. Each Party waives any right to adjudicate any Claim in any other forum. Judgment on any award issued by the Arbitrator may be entered in any court of competent jurisdiction. The Parties agree to accept service of process in accordance with the IFTA Rules and agree that such service satisfies all requirements to establish personal jurisdiction over the Parties, waiving any application of the Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters. Any ruling, award, or decision of the Arbitrator shall be limited to an award of compensatory damages. The Parties each waive any right to consequential, punitive, and/or exemplary damages of any kind. The Parties further waive any right to injunctive relief that would hinder, delay, limit, or prevent the Company from engaging in the development, production, release, exhibition, broadcast, or other commercial exploitation of any motion picture, television series, new media content, or other audiovisual production. Notwithstanding the foregoing, the prevailing party in any arbitration or other legal proceeding brought pursuant hereto shall be entitled to recover all of its reasonable fees and costs, including reasonably incurred attorneys’ fees. If upon the final ruling of any arbitration, it is ambiguous as to which party is “prevailing” then it is left to the discretion of the arbitrator whether and to what extent to award fees and/or costs on behalf of any party. To the extent this arbitration provision is not enforced, or court proceedings are otherwise commenced, the parties consent to the exclusive jurisdiction of the state and federal courts in the County of Los Angeles in the State of California.
(c) Forum Non Conveniens. Each of the Parties hereto waives any right it may have to assert the doctrine of forum non conveniens, to assert that it is not subject to the jurisdiction of such courts or to object to venue to the extent any proceeding is brought in accordance with this section.
(d) Injunctive Relief. The sole remedy of either Party for any breach by the other Party of any rights hereunder shall be a judgment for actual money damages, if any. Under no circumstances shall either Party have the right to enjoin or otherwise interfere with the other Party’s rights granted hereunder. Notwithstanding the foregoing, this Paragraph shall not prohibit Licensor from seeking injunctive relief to enjoin Licensee from exploiting the Licensed Content materially beyond the scope of the Licensed Rights.

22. GENERAL TERMS:
Upon termination or expiration of the Agreement, all rights and obligations of the Parties under the Agreement will terminate, except that the following paragraphs Representations and Warranties, Indemnities, Errors and Omissions, Injunctive Relief, Confidentiality, General Terms shall each survive any such termination or expiration of the Agreement. At the request of either Party, the other Party shall execute, verify, acknowledge and deliver to the requesting Party or shall cause to be executed, verified, acknowledged, or delivered to the requesting Party, at such Party’s request, such documents consistent herewith as such Party may from time to time deem necessary or desirable to evidence, establish, maintain, protect, enforce and/or defend any or all of such Party’s rights under the Agreement.
Notwithstanding anything to the contrary herein, Licensee has no obligation to distribute the Licensed Content and all of Licensee’s obligations herein shall be discharged by Licensee’s payment of any accrued compensation due and payable hereunder, if and as applicable.
The Agreement may not be altered or modified except in writing. The Agreement is complete and embraces the entire understanding between the parties, all prior understandings, either oral or written having been merged herein. The title of the paragraphs of the Agreement are for convenience only and shall not in any way affect the interpretation of the Agreement.
The Agreement sets forth the entire understanding between the parties hereto relating to the subject matter hereof and cannot be changed, modified, amended or terminated except by an instrument in writing executed by both Licensee and Licensor. The headings and captions used herein are inserted for convenience of reference only and shall not affect the construction or interpretation of the Agreement.
No waiver shall excuse the performance of any act other than those specifically referred to therein and shall not be deemed or construed to be a waiver of such terms or conditions for the future or any subsequent breach thereof. Except as otherwise provided in the Agreement, all rights and remedies herein or otherwise shall be cumulative and none of them shall be in limitation of any other right or remedy.
The Agreement does not constitute a partnership or joint venture between the parties hereto. Neither party shall have any right to obligate or bind the other in any manner whatsoever, and nothing herein contained shall give or is intended to give any rights of any kind to any third persons. If any provision of the Agreement is or becomes or is deemed invalid, illegal or unenforceable under the applicable laws or regulations of any jurisdiction, either such provision will be deemed amended to conform to such laws or regulations without materially altering the intention of the parties or it shall be stricken and the remainder of the Agreement shall remain in full force and effect.
The rights granted to Licensee under the Agreement shall also apply to all companies controlled by and/or under common control with Licensee.
Either Party may freely assign any rights or delegate any duties under the Agreement to an “Affiliated Entity” (defined below) with or without notice to the other Party. An Affiliated Entity means any parent or subsidiary of the assignee, or entity under common ownership or control as the assignee. Neither Party may assign any right or delegate any duty under the Agreement to any unaffiliated third party without the prior express written consent of the other Party.
The Agreement may be signed in counterparts and by any form of electronic imaging or digital signature, all of which shall constitute originals. Such signatures will be deemed binding for all purposes hereof without delivery of an original signature being thereafter required. Any single counterpart or a set of counterparts signed, in either case, by all the parties hereto shall constitute a full and original agreement for all purposes.