KINEMA, INC.

EXHIBITION AND TVOD LICENSE TERMS AND CONDITIONS

Subject to the terms of the Order Form, entered into between Kinema, Inc. (“Kinema”) and you (“you”), you hereby agree to the following Terms and Conditions.

1. Definitions.
   1. “Event” means each Virtual Cinema, In Person Screening, and the aggregate period of an Event On-Demand Window.
   2. “Event Net Revenue License Fees” means the amount of exhibition license fees actually received by Kinema in respect of the Program less any refunds, rebates and/or any actual out of pocket transaction costs associated therewith (which may include credit card processing fees).
   3. “Event Net Revenue Ticket Sales” means the amount of revenues actually received by Kinema for ticket sales in respect of the exhibition of the Program by an Organizer less any refunds, rebates and/or any actual out of pocket transaction costs associated therewith (which may include credit card processing fees).
   4. “Event On-Demand Window” means the authorization of authenticated users to log into the Platform and view the Program on an on-demand basis within a period of time, or window, of up to 30 days and complete their viewing of the Program within 48 hours of commencement of viewing.
   5. “Transactional Video on Demand” means the authorization of authenticated users to log into the Platform and view the Program on an on-demand basis, for a rental fee determined by you and subject to the Kinema TVOD Share, and complete their viewing of the Program within 48 hours of commencement of viewing.
   6. “Exhibition Window” means the dates for exhibition of the Program.
   7. “In Person Screening(s)” means live viewing of the Program in a non-theatrical exhibition at a facility not primarily in the business of live in person ticketed exhibition, e.g., schools, museums, places of worship, restaurants, government facilities.
   8. “Organizer” means a third party authorized by Kinema to exhibit the Program in an Event.
   9. “Platform” means the Kinema platform.
   10. “Virtual Cinema” means synchronous viewing of the Program(s) by attendees online.
   11. “Your Share of Net Revenues” means your share of the Event Net Revenue License Fees and Event Net Revenue Ticket Sales, as applicable.

1. Your Responsibilities. You are responsible for controlling and accurately representing and delivering the following information and items through their account on the Platform:
   1. Program Asset Delivery: You must complete the Kinema self-service onboarding and deliver and upload all key assets and artwork prior to any Event and/or offering of the Program for TVOD use.
   2. Exhibition Window: You must provide the exact dates for the Exhibition Window as applicable.
   3. Exhibition Rights: You must indicate if the Program will be offered by Organizer(s) by means of one or all of the following: (i) Virtual Cinema; (ii) In Person Screening(s); and/or an (iii) Event On-Demand Window (including TVOD).
   4. Territory: You shall designate the territories for the Event(s) and TVOD Use in the Platform as applicable. You will list “Allow” or “Deny” countries. If none, list as ‘Worldwide’. Kinema shall adhere to any country level territorial and/or holdback limitations applicable to staging Events or TVOD use as notified in writing by you via the Platform.
   5. Program Payout Information: You shall provide all requisite payment information as defined by Stripe and as needed to satisfy Know Your Customer (KYC) obligations.

1. Grant of Rights. You grant Kinema a non-exclusive license to engage in promotional services, exhibit and/or facilitate the booking by Organizer(s) to exhibit the Program at any time during the Exhibition Window(s) via one or more of the following: (i) Virtual Cinema; (ii) In Person Screenings and/or; (iii) one or more gated Event On-Demand Window. If use of the Program involves TVOD, you grant Kinema a non-exclusive license to facilitate the TVOD use of the Program on Kinema’s platform. Unless otherwise permitted by you and except as concerns an Event On-Demand Window or TVOD, all Events shall be at scheduled times for viewing and shall not be offered to individual attendees on an on-demand basis. Kinema shall have the right and may authorize any Organizer to advertise, promote and publicize any Event or TVOD using assets provided by you through the Platform. You acknowledge that in exercising the rights granted hereunder, with respect to Virtual Cinema and In Person Screenings (“Non-Demand Uses”), Kinema will make the Programs available to Organizer(s) to advertise, market, promote and make Event screenings and may exhibit and exercise all such rights in the Programs. Programs may be preceded or followed by Kinema identification and/or preshow content (including, without limitation Kinema identification, trailers of other content available from Kinema and Organizer provided content including live or pre-recorded introductory messages and panel discussions). Non-Demand Uses of Programs will be made available to Organizers on a flat license fee basis for not less than as set forth in the Exhibition License Rate Card and/or by means of ticket sales purchased by attendees through the Platform for the Events at not less than $1 within a price range specified by you during onboarding. Kinema may withdraw the Program for any reason as may be determined by Kinema in its sole discretion. Kinema makes no representation or warranty as to the number of Events that may occur and/or any amount of revenues to be derived therefrom.

Kinema agrees to (i) provide you access to the Platform for management of Events and TVOD use; (ii) provide implementation services for each Event and TVOD use as well as customer service support; and (iii) use reasonable efforts to offer the Program to suitable Organizers, where applicable. You agree to: (x) cooperate to promote the Events and TVOD uses including on all of your film-related websites and social media accounts; and (y) provide Kinema a list of key partners, organizations, film festivals, cast and contributors, and influencer connections related to the Program.

You retain all right, title, and interest in and to the Programs, subject to the rights and licenses granted to Kinema hereunder. Kinema retains all right, title, and interest in and to the Platform and any related intellectual property pertaining to it.

1. Accounting. With respect to Non-Demand Uses, Kinema will calculate and pay Your Share of Net Revenues within 15 days following the Event and/or the end of the applicable Exhibition Window. With respect to TVOD uses, on the 15th day of each month, Kinema will calculate and remit to you the total amount received by Kinema for all TVOD uses less the Kinema TVOD Share during the previous full month. Each payout and accounting to you shall be binding and not subject to dispute by you unless written notice of objection shall have been received by Kinema and an action commenced by you within 12 months following the date such payout is rendered. For any period with respect to which payout shall not have become final and binding as set forth above, you shall have the right (through a third party CPA engaged by you) to examine and audit the books and records of Kinema with respect to the applicable Programs, not more frequently than once per calendar year during Kinema’s standard business hours at the office(s) where such records are regularly maintained or, if such records are maintained electronically, at the office(s) designated by Kinema, at your sole expense. You shall provide Kinema with a copy of any audit report which results from such audit to include all errors as to why an accounting to you may have been inaccurate (including, without limitation errors which may have occurred in your favor). Kinema shall promptly make payment of any undisputed underpayment to you as may be revealed by the applicable audit.

1. Representations and Warranties. You represent and warrant that: (a) your business organization is duly incorporated and organized under applicable law and is in good standing; (b) you have the right and authority to enter into and fully perform this Agreement; (c) you are the sole owner of the rights granted to Kinema and/or any Organizer hereunder (including, without limitation, in respect of each Program), and you have the right to grant such rights to Kinema and each applicable Organizer; (d) Kinema’s or any Organizer’s use or exploitation of the Program (and all elements thereof) or any exercise of the rights herein granted will not violate any law or regulation or violate or infringe upon any copyright, trademark, or other intellectual property right, or the right of privacy, publicity or other right of any person or entity of any kind or nature including, without limitation, any contract right; and (e) no consents from, or payments to, any third party (other than payment to you of Your Share of Net Revenues as herein provided) are required for or by your grant of rights to Kinema hereunder or by Kinema’s exercise of such rights. Without limiting the foregoing, you expressly represent and warrant that neither Kinema nor any Organizer shall incur any residual, fee, use or other payment or other obligation or liability to any third party as a result of the exercise of rights herein granted and/or the use or exhibition of the Program.

1. Indemnification. You shall indemnify, defend, and hold harmless Kinema and its officers, directors, employees, agents, affiliates, representatives, and their successors, licensees and assigns, from and against any losses, damages, liabilities, claims, actions, judgments, costs or expenses of whatever kind (“Losses”), including attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, arising out of or in connection with any third-party claim, suit, action, or proceeding relating to any actual or alleged breach by you of your representations, warranties, covenants, or other obligations hereunder and/or the Program in any manner. Kinema shall indemnify, defend and hold you harmless from and against any and all Losses arising in connection with any claim, demand, suit, or proceeding made or brought against you by a third party alleging that the use of the Kinema services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party.

1. Certain Remedies. You have no right to enjoin or interfere with the production, distribution, exploitation, advertising, or promotion of the Program or the exercise of rights granted in and to such Program as herein set forth. In the event of a dispute hereunder, you agree that your sole remedy shall be with respect to an action at law for damages actually suffered and you hereby waive any right to injunctive and other equitable relief in respect of the Program or any exercise of rights thereunder as herein provided.

IN NO EVENT WILL KINEMA BE LIABLE TO YOU FOR ANY EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, COMPENSATORY, PUNITIVE OR OTHER SIMILAR DAMAGES WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, LOSS OF ACTUAL OR ANTICIPATED REVENUES OR PROFITS, LOSS OF BUSINESS, CUSTOMERS, OR GOODWILL, INTERRUPTED EXHIBITION OR EVENT, REIMBURSEMENT FOR EXPENDITURES OR INVESTMENTS MADE OR COMMITMENTS ENTERED INTO, ADVERTISING COSTS OR OVERHEAD OR ANY OTHER COST INCURRED BASED UPON THIS AGREEMENT FOR ANY CAUSE WHATSOEVER. IN NO EVENT SHALL KINEMA’S AGGREGATE LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY YOU IN THE THREE (3) MONTH PERIOD PRIOR TO CLAIM, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. WITHOUT LIMITATION OF THE FOREGOING, YOU SPECIFICALLY ACKNOWLEDGE THAT THE EXHIBITION OF THE PROGRAMS AND THE REVENUES WHICH MAY BE DERIVED THEREFROM ARE SPECULATIVE AND THAT KINEMA HAS NOT MADE ANY REPRESENTATION OR WARRANTY AS TO ANY AMOUNTS WHICH MAY BE REALIZED FROM EVENTS.

1. Confidentiality. Each Party shall treat as confidential and no party shall disclose (other than to their respective employees, directors, and officers, on a need-to-know basis) any information with respect to the terms and provisions of this Agreement or other information which the disclosing party has notified the other is confidential or is reasonably understood as being of a confidential or proprietary nature (“Confidential Information”) except (a) to the extent necessary to comply with the law or order of a court of competent jurisdiction, in which event the party making such disclosure shall notify the other party promptly and seek confidential treatment of such information; (b) to their parent and affiliated companies, banks, financiers and investors, auditors, investment bankers, attorneys and similar professionals on a need-to-know basis; and (c) in order to perform this Agreement and/or to enforce its rights pursuant to this Agreement. You agree that “Confidential Information” includes all information concerning the Platform, customer lists, marketing strategies, planning or business development and you shall not, at any time, make any use of such Confidential Information except in connection with this Agreement or as Kinema may expressly agree in writing.

1. Miscellaneous. This Agreement and any conflicts or disputes arising hereunder or related hereto shall be governed by New York state law, applicable to contracts entered into and to be wholly performed therein without giving effect to any conflict of law principles. Each party hereby consents to the exclusive jurisdiction of the state and federal courts located in New York County, State of New York with respect to any such claim. Kinema may freely assign or otherwise transfer any of its rights and delegate any of its obligations under this Agreement. You may not enter into any assignment of your rights and obligations hereunder, without Kinema’s prior written approval. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and in addition to any other rights and remedies of the parties at law or equity. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. Captions in this Agreement are included for convenience only and will not affect the interpretation of any provision. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the intent of the parties. This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.