Audio Content Provider Terms

“Content” means any audio, text, film, video or other audio visual material, information and other content described
in the IO, and all other material in any medium or form provided by Audio Content Provider to MinuteMedia.

“Publishers” means the proprietor(s) of the website(s) on which the Content is published and/or the authorized
affiliated parties of MinuteMedia whom may offer the Content as part of a solution to their publishers.

“Intellectual Property Rights” means copyright, knowhow, trade secrets a, registered and unregistered design rights,
patent rights, database rights, trademarks, service marks, logos, domain names, all registrations or applications to
register any of the aforementioned items, rights in the nature of any of the aforesaid nature in any country or
jurisdiction, rights in the nature of unfair competition rights and rights to sue for passing off, and any and all other
intellectual property and/or proprietary rights.

“MinuteMedia” means Sportority Inc. and its affiliates.

“Revenue” means the revenue derived from the monetization of the Content, such as from ads or sponsored content,
and actually received by MinuteMedia, less taxes, operators and/or applicable platform distribution partners fees and
payments, revenue generated as a result of a fraudulent internet activity or bot traffic, payments made or to be made by
MinuteMedia to applicable Publishers and any other third party commissions, royalties, product costs or other direct
costs.

Audio Content Provider grants to MinuteMedia, during the Term, a worldwide, non-exclusive, sublicensable license to
access, promote, publish, distribute, stream, exhibit, market, or otherwise exploit the Content (and the Intellectual
Property Rights in respect thereof) through MinuteMedia’s or Publishers’ owned or operated digital properties and
digital content platform in order to monetize theContent. MinuteMedia shall be entitled to sub-license the Content to
third parties.

The rights granted to MinuteMedia shall include the right to distribute to all Internet structures including but not
limited to websites, monetization platforms, ad networks, broadcasters and mobile technology platforms and operators.

Without derogating from the generality of the foregoing and without limitation, it is agreed that MinuteMedia shall be
entitled to do the following: (a) store, reproduce and communicate to the public the Content; (b) advertise, promote and
market the Content, and for this purpose to make and use clips, demos and excerpts from the Content; (c) provide and
permit listening of the Content, as so treated, on a website, framed or accompanied by advertising; (d) provide the
Content alongside other Content within a playlist, widget or similar technology; (e) re-format the Content and to
exercise the rights hereby granted in all formats;  (f) use the name, logo, banner and other identified trademarks of the
Audio ContentProvider in connection with the sale of the Content; (g) translate, dub, subtitle, closed-caption or parallel
track the Content and to create scripts in text form of Content where the same are not supplied by the Audio
ContentProvider; and (h) alter or extend the metadata provided by the Audio Content Provider.

Audio Content Provider may submit Content through the submission of an XML-based standard web rich site summary
feed format (“RSS Feed”), which RSS Feed may include various files and the transmission of text and other metadata; or
directly through a third party platform provider. In any event, Audio Content Provider hereby acknowledges and agrees
that any third party platform is provided to Audio Content Provider in accordance with such platform’s terms and
conditions, which shall form an integral part of Content Guidelines.

Audio Content Provider acknowledges and agrees that any Content sent to MinuteMedia or any part thereof,
must follow the guidelines set by MinuteMedia from time to time (the “Content Guidelines”), including, without
limitation, that any such Content must not: (i) be libelous or defamatory; (ii) contain sexually explicit imagery or
language in any manner, (iii) promote or condone violence against individuals or groups based on race or ethnic origin,
religion, disability, gender, age, nationality, veteran status, or sexual orientation/gender identity; (iv) contain
gratuitously violent or graphic content, if graphic content is being used in a news context sufficient accompanying
information must be provided within the Content; (v) include malicious content, including without limitation, malware,
Trojan horses, or viruses; (vi) intend to or does harass or bully others or otherwise encourage illegal, harmful or
dangerous behavior; (vi) Content in violation of the representations given by the Audio Content Provider in Section 5.2
below, or (viii) contain Content not expressly permitted by the Content Guidelines (the “Prohibited Material”).
MinuteMedia may, its sole discretion, update the Content Guidelines from time to time. Audio Content Provider hereby
acknowledges that any Content that fails to conform with the Content Guidelines or contains Prohibited Material may
be removed and distribution immediately ceased.

Subject to Audio Content Provider’s compliance with the IO, MinuteMedia shall pay to Audio Content Provider the
Consideration stipulated in the IO.

No later than 60 days after the end of each month, MinuteMedia shall furnish a report to the Audio Content Provider
detailing the performance of the Content during the previous month. These reports will be MinuteMedia’s Confidential
Information and may be used by Audio Content Provider solely to determine the consideration due to Audio Content
Provider hereunder. Audio Content Provider may not dispute any reporting upon the expiry of a period of sixty (60)
days to commence from the earlier of: (i) its receipt of the relevant reporting from MinuteMedia; or (ii) payment of the
relevant consideration due to Audio Content Provider hereunder.

Notwithstanding the foregoing, MinuteMedia shall not be obligated to remit any payment: (a) in connection with
payments that were not fully remitted to MinuteMedia, or which was charged-back or not approved by its third party
advertisers; or (b) for Invalid Traffic, Prohibited Material or if Audio Content Provider was in breach of this IO.

All payments due to Audio Content Provider under these Audio Content Provider Terms will be exclusive of taxes,
duties, levies, tariffs, and other governmental charges (including, without limitation, VAT, if applicable) (collectively,
“Taxes”). MinuteMedia will deduct bank wire fees from payments. Audio Content Provider will be responsible for
payment of all Taxes and any related costs and penalties resulting from any payments made hereunder, other than any
taxes based on MinuteMedia’s net income. MinuteMedia may withhold any amounts required by applicable law.
MinuteMedia reserves the right to deduct, set off or charge back any amounts Audio Content Provider may owe to
MinuteMedia against any amounts payable or otherwise owing to Audio Content Provider. MinuteMedia may deduct
from payments or invoice for any amounts due to breach of this IO or any violations of Google or other demand partner
policies.

MinuteMedia reserves the right to make payments only (i) after a period of two (2) months commencing from when the
Audio Content Provider first submits Content; and (ii) when any monthly payment due to the Audio Content Provider
exceeds US$50.00. If such monthly payment does not exceed US$50.00, MinuteMedia shall have the right to withhold
such payments until such time when the total payment owed to Audio Content Provider exceeds US$50.00.

All Consideration shall be remitted to Audio Content Provider in US Dollars (unless MinuteMedia decides otherwise)
within sixty (60) days from the end of the applicable month.

Each Party represents and warrants to the other Party that: (a) it has the full corporate right, power and authority to
enter into this IO and to perform the acts and obligations required of it under this IO, (b) the execution of this IO and the
performance thereof do not violate any other agreement to which it is a party or by which it is bound; and (c) this IO
constitutes the legal, valid and binding obligation of such party.

The Audio Content Provider hereby represents and warrants that: (a) Audio Content Provider owns or has the legal
rights in the Content; (b) Audio Content Provider has complied and shall comply with all applicable laws, regulations and
industry standards when posting Content, including the FTC’s Guidelines Concerning the User of Testimonials and
Endorsements in Advertising, the FTC’s Disclosures Guide, the FTC’s Native Advertising Guidelines, and any other
guidelines issued by the FTC or an applicable regulatory authority from time to time, and updates thereto; (c) the
Content, and its use as contemplated herein, does not and shall not violate this IO, applicable law, the regulations and
rules of any guilds, unions or collectives; (d) Audio Content Provider and the Content does not, and will not infringe upon
any third party Intellectual Property Rights or privacy rights;  (e) Audio Content Provider shall not act in any manner
that promotes Prohibited Materials; (f) Audio Content Provider assumes full editorial control and responsibility of all
Content; and (g) Audio Content Provider has and shall have acquired, retained and properly administered any third-
party rights, licenses, authorizations, consents, permissions and approvals relating to the Content including but not
limited to any music content, and that all rights, licences, consents, waivers, clearances, or approvals necessary required
from any collecting society (including but not limited to collecting societies such as STIM, MCPS, PRS, PPL and VPL) or
any other party (including, without limitation, all necessary music, synchronisation, mechanical transfer and performing
rights clearances) have been or will be obtained and paid for and shall be maintained for the duration of this IO.
 Violation of this Section may result in immediate termination of the applicable IO without liability, by MinuteMedia, in
addition to an immediate refund, withholding, deduction or charge-back of any amounts paid for the portion of the
campaign affected by such violation and take any measures needed to prevent or correct such Prohibited Material.

Insofar as Audio Content Provider collects, uses or discloses personal data,  Audio Content Provider hereby further
represents and warrants that:  (a) Audio Content Provider shall collect, use or disclose personal data only in accordance
with applicable laws, Audio Content Provider's privacy policy and in accordance with the Data Protection Addendum attached hereto (as applicable), which is incorporated herein by reference; (b) if applicable, any website hosting the Content include a detailed, visible and an easy to access privacy notice (such as a privacy policy and/or Cookie policy) which is compliant with the requirements of each applicable privacy and data protection laws, and which includes all the necessary disclosures about Audio Content Provider’s use of third party monetization providers such as MinuteMedia, and a description of MinuteMedia’s use and collection of data per MinuteMedia’s Privacy Policy; and (c) Audio Content Provider acknowledges that MinuteMedia (and its partners) use cookies and similar tracking technologies) to monetize the Content (“Tracking Technologies”). Audio Content Provider shall ensure that appropriate notice and consent mechanisms are implemented on each website in order to obtain specific and informed consent from Audio Content Provider's End Users, including so that MinuteMedia and its partners can serve Tracking Technologies lawfully, perform its obligations under the IO and use any information collected through such Tracking Technologies for its or its demand partners’ purposes.

MinuteMedia does not guarantee that it will be able to fill 100% of Audio Content Provider's inventory with ads. In no case will MinuteMedia be liable for any unfilled or unsold inventory.

MinuteMedia may remove, disable or suspend any content, including but not limited to any advertisement, it
determines, in its sole discretion, is Prohibited Material, violated the Audio Content Provider’s warranties under this
Section 4, as required under applicable law, rules, regulations, or industry standards, including but not limited to under
the DMCA Safe Harbor provisions or demand partner terms, or otherwise is deemed by MinuteMedia to be a breach
under this IO.

In addition to the rights and restrictions set forth herein, Audio Content Provider’s uploading of Content is subject to
the following terms:

Third-party providers are third-party beneficiaries of MinuteMedia’s rights and remedies under this IO. Audio Content
Provider agrees to comply with all applicable third-party provider terms. Those terms may be set forth herein, supplied
to you by MinuteMedia or directly by the third-party provider.

If a third-party provider ceases to make its service available to MinuteMedia or requires MinuteMedia to suspend or
terminate the provision of all or any part of its services, or if MinuteMedia terminates its arrangements with the third-
party provider, then MinuteMedia may suspend or terminate this IO, or part thereof, without notice or further
obligation.

Except where Audio Content Provider has entered into a relevant written agreement directly with a third-party
provider, it shall have no contract with any third-party provider in respect of the supply or use of any third-party data or
services. Third-party providers do not owe Audio Content Provider any duty of care with respect to its data or services,
nor do they accept any responsibility for them. IF AN IMPLIED CONTRACT OR DUTY SHOULD BE HELD TO EXIST,
MINUTEMEDIA, AS AGENT FOR EACH THIRD-PARTY LICENSOR AND SOLELY FOR THE PURPOSE OF THE
FOLLOWING EXCLUSION, DISCLAIMS ALL LIABILITY OF EACH THIRD-PARTY LICENSOR FOR ANY OF AUDIO
CONTENT PROVIDER’S LOSSES WHICH MAY ARISE UNDER THAT IMPLIED CONTRACT OR DUTY.

MinuteMedia acknowledges and accepts that the Content may contain mid-roll advertising and/or sponsorship
(“Embedded Ads”). Under no circumstances shall Content contain pre-roll or post-roll Embedded Ads.

Audio Content Provider agrees that any Embedded Ads must be approved by MinuteMedia, in advance and in writing.
Under no circumstances shall Embedded Ads contain Prohibited Material. MinuteMedia reserves all rights to remove
any Content containing Embedded Ads in contravention of the terms in this Section ‎7 (Embedded Ads).

MinuteMedia and/or its third party licensors shall at all times remain the sole owner(s) of all Intellectual Property Rights
in and to any technology and/or infrastructure used by MinuteMedia in connection with its obligations herein, and any
and all upgrade and updates thereto and any and all derivatives thereof. Audio Content Provider shall not acquire any
Intellectual Property Right to any of the above, except for the limited license rights granted to it in this IO.

ANY ADS OR ANY OTHER PRODUCTS OR SERVICES PROVIDED BY MINUTEMEDIA AND/OR THIRD PARTY
PROVIDERS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH NO WARRANTY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT.

Audio Content Provider shall defend, indemnify and hold harmless MinuteMedia, Publishers and its and their affiliates,
and their sublicensees from all claims, demands, settlements, fines, damages, liabilities, losses, costs, and expenses,
arising out of, in connection with, or as a result of a breach of any of Audio Content Provider’s warranties,
representations, and/or obligations outlined within this IO, including, but not limited to, those set out in Section ‎5 of
these Terms.

EXCEPT FOR AUDIO CONTENT PROVIDER’S INDEMNIFICATION OBLIGATIONS UNDER THIS IO, TO THE FULLEST
EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL
CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF
PROFITS, USE, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, CONTRACTS, GOODWILL, USE, DATA, OR
OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS IO.

MINUTEMEDIA’S LIABILITY TO AUDIO CONTENT PROVIDER, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR UNDER AN INDEMNITY CLAIM, OR OTHERWISE AND WHETHER IN CONNECTION WITH THIS
LICENSE OR ANY COLLATERAL CONTRACT, SHALL NOT EXCEED THE LESSER OF A SUM EQUAL TO THE GROSS
SUM PAID BY MINUTEMEDIA TO THE AUDIO CONTENT PROVIDER INTHE PERIOD OF 6 MONTHS PRIOR TO THE
DATE OF NOTIFICATION OF CLAIM, OR $10,000.

Neither party will use or disclose to any third party the other party’s Confidential Information except as necessary for
the performance of this IO or to enforce the terms of this IO. The foregoing will not restrict either party from disclosing
Confidential Information of the other party pursuant to a court order from a court of competent jurisdiction, provided
that the party required to make such a disclosure gives reasonable prior written notice to the other party so that it may
contest such order and, in the event, that disclosure is required, only discloses the portion of Confidential Information
that its legal counsel advises is legally required. “Confidential Information” consists of any information disclosed by one
party to the other party that is marked as confidential or should reasonably be assumed to be confidential under the
circumstances, including but not limited to the terms of this IO. Confidential Information does not include information
that: (a) is or becomes generally known to the public through no fault of or breach of the receiving party; (b) is rightfully
known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently
developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is obtained by the
receiving party rightfully from a third party who/that has no duty of confidentiality to the disclosing party.

The term shall commence on the Effective Date and continue for a period of twelve (12) months (the “Initial Term”)
upon the expiry of the Initial Term, this IO shall automatically renew for additional successive twelve (12) month periods
(each, the “Renewal Term”), unless terminated by either party in accordance with this IO (the “Initial Term” and each
“Renewal Term”, collectively, the “Term”).

The IO may be terminated by either party: (i) upon thirty (30) days’ written notice to the other party; (ii) if the other
party has committed a breach of this IO which has not been cured within 30 days’ notice thereof; or (iii) if either party
files a petition in bankruptcy, files a petition seeking any reorganization, arrangement, composition, or similar relief
under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors or other
similar action.

Notwithstanding the foregoing, Audio Content Provider acknowledges that MinuteMedia reserves the right, in its sole
and absolute discretion, to terminate or suspend this IO, or part thereof, at any time for any reason, including upon a
demand-partner’s requirement or in case of Audio Content Provider’s violation of this IO or any related policy.

Upon termination or expiration of the IO, each party shall destroy or return to the other party all of the other party's
Confidential Information then in its possession.

The parties acknowledge and agree that they are operating and doing business as independent contractors. Neither this
IO nor any agreement may be construed as creating or constituting either a partnership, joint venture or any other
association relationship. This IO contains the sole and entire agreement and understanding between the parties relating
to the subject matter herein. If any provision herein is held to be invalid, illegal or unenforceable for any reason, such
invalidity, illegality or unenforceability it shall not affect any other provisions of this IO. MinuteMedia may amend any of
this IO’s terms at its sole discretion by posting the revised terms on its website. Continued submission of the Content by
Audio ContentProvider after the effective date of the revised IO shall constitutes its acceptance of the terms.
MinuteMedia may assign this IO and any agreement between the parties to any affiliate or business successor. Audio
Content Provider may not assign this IO and any agreement between the parties without the prior written consent of
MinuteMedia. This IO and any agreement between the parties shall be construed and governed in accordance with the
laws of the State of New York and the courts in the Southern District of New York shall have sole jurisdiction over any
claims arising from or relating to this Agreement. All notices shall be in writing and delivered either personally, or by
registered mail or courier, to the address and contact of the parties or by email, as set forth in the IO. Any such notice
shall be deemed given five business days after being placed in the mail, or one business day after personal delivery or
email.Sections 1, 4, and 6, 8-13 shall survive termination or expiration of this IO.