THIS AGREEMENT, made effective in the year 2022, (the “Effective Date”), by and between content creators., and Animation TV LLC with an address of business 115A West Barnard Street Glennville, GA 30427

1. Grant.

(a) The Licensor is the owner of all rights, title, and interest, free and clear of all judgments, claims and encumbrances in a series of works and content (the “animation content”).

(b) The Licensor hereby grants LICENSEE a non-exclusive right and license in the Territory of the World (or as indicated otherwise on Schedule A) to use, display reproduce and distribute the content using the LICENSEE platform as follows: i) AVOD Ad supported, on demand via the internet including delivery through mobile/cellular devices and through cable. The parties recognize that the content may be available to the consumer on a free basis for AVOD. Licensor agrees to provide the content according to the delivery specifications. 

2. Term. This Agreement shall be effective as of the Effective Date and shall remain in effect for ten (2) years. The Term shall automatically renew for additional one (1) year periods unless terminated within three (3) months prior to the conclusion of the initial term in writing by Licensor to LICENSEE.

3. Royalties.

(a) For AVOD and TVOD services, LICENSEE shall pay the Licensor a royalty of 50% of the net receipts from advertising revenue directly related to sales of the content. Net receipts are defined as the advertising revenue less any third-party costs such as agency fees, storage fees, and reasonable cost of business, not to exceed 15% of the original advertising revenues.

4. Accounting. Reporting and payments of royalties will be made to Licensor quarterly, within forty-five (45) days after the end of each calendar quarter. All royalties are based on revenue received in US Dollars during the reporting period and are not subject to returns and will be reported after the deduction of applicable taxes.

5.Records and Reports. During the term of this Agreement and for a period of one (1) year thereafter, the Licensor will have access to the books of the LICENSEE relating to sales of the content (the “Books”) and may examine the Books upon reasonable prior notice to the LICENSEE

6. Representations, Warranties and Covenants of Licensor.

(a) Licensor has full legal right, license, power, and authority, free of all judgments, claims and restrictions, to enter and fully perform its obligations under this Agreement.

(b) Neither this Agreement nor the performance hereunder or fulfillment hereof by any party will, at any time, infringe upon the rights of any other entity or person.

(c) Licensor has no knowledge of any claim which would interfere with the rights or obligations licensed, transferred, or granted in this Agreement to LICENSEE.

(d) Neither the content nor any of the footage, performances, materials, or information embodied or referred to therein, violates or will violate or infringe upon any copyrights, trademarks, trade secrets or any other intellectual property or any rights of any third party or entity.

(e) The royalties payable to the Licensor by LICENSEE shall be inclusive of all monies payable to any party having contributed services or rights or otherwise having an interest in the content including but limited to any actors, producers, directors, photographers, and copyrights owners.

(f) The Licensor hereby confirms that it is the responsibility of the Licensor not LICENSEE to pay any other royalties because of the exploitation of the rights granted by LICENSEE hereunder and that any such royalties shall be considered an off the top expense against any royalty payments to LICENSEE.

(g) LICENSEE has no obligation to the Licensor except as provided in this Agreement.

(h) Licensor has not done, nor will it do or authorize, any person or entity to do anything inconsistent with or which might diminish, impair, or interfere with any of the rights or obligations licensed, transferred, or granted to LICENSEE in this Agreement.

(i) The Licensor agrees to defend, indemnify and hold LICENSEE, it shareholders, officers, directors, employees, sub-LICENSEEs, customers, agents and all of their successors and assigns harmless from any claims, actions damages or expenses (including attorneys’ fees) arising out of or relating to (i) Licensor’s breach, default or non-fulfillment of the provisions of this Agreement; (ii) libel, slander, piracy, plagiarism, invasion of privacy or infringement of copyright based upon materials, information or embodiments contained in or referred to in the content.