Video Catalog License Agreement

WHEREAS, Blk Stream owns and operates a cutting edge face swap application that allows third-party subscribers (each individually, a “User” and collectively, the “Users”) to access Blk Stream’s cloud-based artificial intelligence platform to create new versions of the Video(s) incorporating the User(s) own

WHEREAS, Blk Stream wishes to license the Videos from Licensor to make available in the App for Users throughout the universe (the “Territory”) to create new versions of the Video(s) incorporating their own personal images in accordance with the terms hereof (“User Created Videos”);

NOW THEREFORE, For good and valuable consideration, the sufficiency of which is hereby acknowledged, Blk Stream and Licensor hereby agree as follows:

1. The term of this Agreement shall commence on the date hereof and continue for a period of one (1) year (the “Initial Period”). Upon expiration of the Initial Period, the term of this Agreement shall automatically renew for successive one-year periods (each, a “Renewal Period”), unless either party hereto provides the other party with written notice of such party’s intent to not renew the term hereof at least thirty (30) days prior to the expiration of the Initial Period and/or current Renewal Period. The Initial Period, together with any and all Renewal Periods shall collectively be referred to herein as the Term.

2. (a) Licensor shall Deliver the Videos to Blk Stream within five (5) days following full execution of this Agreement. “Deliver” or “Delivery” means to upload digital wav file for each Video hereunder in accordance with the technical specifications set forth on Exhibit A, attached hereto and incorporated herein by reference, together with any and all digital metadata therefor.

(b) Following Delivery thereof, Blk Stream shall make the Videos available to Users via the App in accordance with Blk Stream’s standard terms of service (the “Terms of Service”). Subject to the Terms of Service, Users shall have the limited, non-exclusive license to download, reproduce, copy and share the User Created Videos however, that Blk Stream shall not authorize any User to license, sell or commercially exploit any Video and/or User Created Video.

3. Licensor hereby grants to Blk Stream the right during the Term and Exclusivity Period (as defined below) to:

(a) host, transmit, stream, make available for download and/or otherwise perform the Videos to Users via the App throughout the Territory;

(b) grant Users the non-exclusive right, privilege and license to download, copy, reproduce, and otherwise edit, alter, and/or embody the Videos (together with the User generated personal images) into User Created Videos subject to and in accordance with the Terms of Service;

(c) to broadcast, stream, share and/or otherwise perform the Videos and/or User Created Videos in any and all media in connection with the advertisement and promotion of the Videos, and/or the App;

(e) use, publish and display Licensor’s name, approved image, approved likeness and approved biographical materials in any and all media in connection with the advertisement and promotion of the Videos, and/or the App; and

(f) to sublicense any of the rights granted to Blk Stream hereunder as reasonably necessary to perform its obligations hereunder or to otherwise effectuate the purpose of this Agreement.

(g) The rights granted pursuant to this Section 3 with respect to each Video (and the applicable corresponding User Created Video) shall be exclusive to Blk Stream for ten (10) years from the date of Delivery thereof (each, an “Exclusivity Period”). Thereafter, Blk Stream shall have the right to continue to use the Videos in accordance with Section 3 above on a non-exclusive basis in perpetuity.

4. As consideration for rights granted herein Blk Stream shall pay Licensor Ten Percent (10%) of the Gross Proceeds in connection with the use of the Videos each month they are available via the App, retroactive to the first commercial exploitation of the Videos thereof (“Royalties”). “Gross Proceeds” means One Hundred Percent (100%) of any and all gross monies, subscriber fees, advertising or sponsorship revenue received by Blk Stream; and

(b) Blk Stream shall account and pay Licensor the Royalties within 45 days after the end of each calendar quarter.

(c) Audit Right: Upon twenty (20) business days prior written notice, Licensor or its representative shall have the right during reasonable business hours at Blk Stream’s designated place of business and at Licensor’s sole expense, to examine the books and records of Blk Stream relating to its Gross Proceeds and the Videos hereunder for the purpose of verifying the accuracy of statements, payments, and the performance of Blk Stream’s obligations hereunder. Blk Stream shall not be required to submit to such an examination more than once during any twelve (12) month period.

(d) Licensor hereby agrees to execute any and all additional documents as reasonably required by Blk Stream to perfect and/or effectuate Blk Stream’s rights hereunder.

5. (a) Licensor hereby represents and warrants: (i) Licensor exclusively owns and controls all rights, title and interest in and to the Videos (including any underlying musical compositions therein) hereunder, including, without limitation, all copyrights and/or licenses thereto; (ii) there are and there shall be no liens, encumbrances or other charges against the Video(s) and/or the Composition(s) at the time of Delivery, including, without limitation, any Samples incorporated
therein by Licensor and/or any third party engaged by licensor; and (iii) Licensor has the full right, power and authority to enter into this Agreement, grant the rights conveyed to Blk Stream hereunder, and perform Licensor’s material terms and obligations hereunder.

(b) Licensor shall indemnify and hold harmless Blk Stream, its parent and affiliated companies, and each of their respective employees, officers, directors, agents, representatives, successors in interest, designees and assigns (collectively, the “Blk Stream Parties”) from and against any and all claims, liabilities, causes of action, losses, costs, expenses and/or damages (collectively, “Claims”) arising out of or in connection with any breach by Licensor of any of its representations, warranties and/or obligations under this Agreement to the extent reduced to a final adverse judgment in a court of competent jurisdiction or settled with Licensor’s prior written consent, such consent not to be unreasonably withheld.

Notwithstanding the foregoing, in the event of a claim alleging copyright or other intellectual property infringement, Licensor’s foregoing indemnity obligation shall be immediate. Licensor hereby forever releases and covenants not to sue Blk Stream and/or any of the Blk Stream Parties from any and all Claims arising out of or in connection with any act or omission of any third party in connection with any Video(s), or Composition(s) hereunder, including, without limitation, any unauthorized commercial exploitation thereof.

6. No party will be deemed to be in breach of any of such party’s obligations hereunder unless and until the other party will have given written notice setting forth the nature of such breach and the breaching party will have failed to cure such breach within thirty (30) days after the effective date of such notice. It is expressly agreed that the relationship between Licensor and Blk Stream hereunder is that of an independent contractor, and nothing herein contained shall constitute a partnership, a joint venture, agency or employment relationship between Licensor and Blk Stream.

7. All notices to be given by either party hereunder shall be in writing and shall be delivered by hand or by United States certified mail, postage prepaid, return receipt requested, to the address of each party as first set forth above until notice of a new address shall be duly given, except that electronic mail shall be deemed a sufficient form of notice with respect to any approvals hereunder.

8. This Agreement shall be governed in all respects by the laws of the State of Georgia applicable to contracts entered into and performed entirely within such State. The state and federal courts located within Coweta County will have exclusive jurisdiction over any controversies regarding this Agreement, and the parties hereto hereby irrevocably consent to the jurisdiction of said courts. This Agreement shall be deemed to have been jointly prepared by the parties hereto and is to be construed as their joint work product. Any rule of construction or the effect of any ambiguities or uncertainties which are either construed or resolved against the drafting party shall not be applicable in any interpretation of this Agreement.

9. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement. Facsimile and/or electronically scanned signatures shall be deemed original for all purposes.

10. The Face Data the phone captured is used solely to identify that their face is recognisable on the selfie that is to be uploaded and that this information is not stored nor uploaded to our servers.

11: LICENSOR ACKNOWLEDGES AND AGREES THAT LICENSOR HAS READ THIS AGREEMENT AND HAS BEEN ADVISED BY BLK STREAM OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF LICENSOR’S CHOICE TO REVIEW THIS AGREEMENT ON BEHALF OF LICENSOR. LICENSOR HEREBY ACKNOWLEDGES AND AGREES THAT IT HAS HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF LICENSOR’S FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, LICENSOR HEREBY WARRANTS AND REPRESENTS THAT IT WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER TO OBTAIN AN ATTORNEY AGAINST ARTIST OR DISTRIBUTOR, OR ANY OF THEIR SUCCESSORS.