Terms and Conditions for Content Providers

This Digital Video License Agreement (this "Agreement") contains the terms and conditions of (i) your use of the LFC digital self-publication and distribution program for distribution of audio visual content via the digital video services operated by LFC or its Affiliates and (ii) LFC's use of such content. This Agreement is a binding agreement between you and LFC.
Given the importance of this Agreement, we encourage you to study it carefully. In addition to the terms set forth below, this Agreement expressly incorporates by reference the information posted on the Program website, including the Content Policy Guidelines.

1. Definitions
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with LFC.
"Content Provider" "Your" or "You" means the person or entity accepting this Agreement.
"Delivery Materials" means (i) a copy of the Title at the highest resolution available to you, (ii) all Promotional Materials (including, but not limited to, all images, trailers, logos and artwork associated with the Title), (iii) captions and audio language files for the Title in accordance with LFC's technical specifications, but in any event, in accordance with applicable law for the Territory and Section 8 of this Agreement and (iv) all metadata associated with the Title.
“Digital Purchase” means the right of a third-party viewer on the Website to download a permanent copy of the Title for their own personal use.
“Digital Rental” means the right of a third-party viewer to view a Title for an agreed period of time only on the Website.
“Distribution Mode” shall mean the manner of viewing a Title, (including Digital Purchase, Digital Rental, Non-transactional Access or Ad-Support Access) specified on the Official Film Submission Form completed for each work, a template for which is attached as Exhibit B, and on the Website.
“Free Trial Non-transactional Access” will include access via free trials without any required payment to the Content Provider of License Fees in connection therewith.
“Gross revenue” shall be defined as gross receipts from sale or rental of each Title.
"Hours Streamed” means the number of hours of a Title that is viewed by a viewer that is authorized by LFC to view any Title via All Access Pass Subscription on the Service; provided that Hours Streamed will not include (and LFC will not be obligated to pay for) (i) more than five streams of the same Title by the same account in a given month or (ii) streams that LFC determines, in its sole discretion, are not actual customer views (e.g., imitating legitimate views or click fraud) or are otherwise not authorized to access the Service.
"LFC", "we" or "us" means, Louisiana Film Channel, Inc. a Louisiana corporation with offices located at 334 3
rd St., Suite A, Baton Rouge, Louisiana 70801, as well as any affiliate of LFC.
"Service" or “Program” means one or more digital video services branded with an LFC Brand through which authorized users may obtain Titles via a Distribution Mode.
“Titles” refer solely to the audio-visual programs viewable and editable in Your Program account and authorized for distribution on the Service.
“Website” shall mean the LFC website or websites upon which the Program operates or is maintained, including but not limited to LFC’s current website

2. Agreement Acceptance
You accept this Agreement by clicking "Agree" where you are given the option to do so. If you do not accept the terms of this Agreement, you may not use the Program. By accepting this Agreement, you confirm that you are at least 18 years old (or the age of majority where you reside, whichever is older) and that you are able to form a legally binding contract. If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that company or legal entity by the terms of this Agreement.

3. General Description of the Service; Distribution Modes
The purpose of the Program and the Website is to make available to third parties, the ability to purchase, rent or view by subscription, various Titles licensed to LFC for distribution as set forth in the Terms and Conditions specified on the Website. For the avoidance of doubt, the terms of this Agreement apply solely with respect to the Distribution Mode you have enabled for each such Title.
Content Provider, in its sole option, may allow customers to access Titles in the following ways:
(a) purchase a license to access audio visual content digitally for delivery and permanent viewing ("Digital Purchase");
(b) purchase a license to access audio visual content digitally for delivery and repeated viewing over a finite period of time established by LFC in its sole discretion ("Digital Rental");
(c) access audio visual content via one or more subscription offerings, where a fee is required to be paid for such access (other than in the case of a free trial), for repeated private viewing by subscribers during the Term ("Non-transactional Access"), which may be through (i) the subscription offering known as of the date hereof as LFC AllAccess Pass or any successor thereto ("AllAccess Pass Subscription Access") or (ii) a subscription offering of your content as compiled by you or us which may or may not include content from other content providers ("Non-AllAccess Pass Subscription Access"); and
(d) access audio visual content on an ad-supported basis (i.e., at no charge to the customer) for delivery and repeated private viewing during the Term ("Ad-supported Access").
The Program may be offered on a stand-alone basis and/or bundled with other products, services, or offerings, including LFC AllAccess Pass, as approved by the Content Provider. As between the parties, LFC will have sole control over the Program, all features, terms, and other aspects thereof (including, without limitation, the rights and entitlements granted to authorized users with respect to Digital Purchase, Digital Rental, Non-transactional Access and Ad-supported Access, the terms under which the Program is offered and the sale of advertisements in connection with the Service); provided, however, that LFC's distribution of Titles on the Program shall be in accordance with the terms of this Agreement.
LFC will have the right, but not the obligation, to offer customers of the Program the opportunity to purchase or access the Titles pursuant to the Distribution Modes that you indicate to be available on the Program Site.
Without limiting the foregoing, you acknowledge that LFC may (i) make the Program available through the Website or any other websites, applications, device interfaces, third-party platforms and any other online platforms or points of presence now known or hereafter devised, (ii) grant authorized users who receive Digital Purchase, Digital Rental, Non-transactional Access and Ad-supported Access to audio-visual content the right to access such content via streaming, download, and any other means of digital distribution now known or hereafter devised, for online or offline viewing on any device supported by the Program, and (iii) deliver audio-visual content on the Program via any means now known or hereafter devised (including, without limitation, ATSC 3.0, cable, wire, fiber, satellite, wireless and/or cellular)

4. Rights Granted
You hereby grant LFC a non-exclusive license in the Territory to use, reproduce, reformat for online delivery, encode, encrypt, market, promote, transmit, distribute and display on the Service, Titles pursuant to each Distribution Mode. Such license shall not be sub-licensed by LFC without the written consent of Content Provider, which consent shall not unreasonably be withheld.
LFC may advertise, market, and promote, in any and all media (whether now known or hereafter devised), the availability of Titles on the Service using the Delivery Materials and any images, trailers, logos, artwork, publicity materials, and metadata provided by you as it deems appropriate as well as any video clips from the Titles created by LFC of up to (i) 1 consecutive minute of footage from Titles that are under 22 minutes in duration and (ii) 3 consecutive minutes of footage from Titles that are 22 minutes or longer in duration (collectively, the "Promotional Materials"). LFC may insert advertisements into or over Titles made available in the Service for Ad-Supported Access and may insert pre-roll and post-roll advertisements, graphics, videos, and logos into or over Titles made available on the Service via any Distribution Mode. LFC may feature the Promotional Materials in advertisements outside the Program Site, in any media, to promote the Titles and related products, the Service and any features of the Service, and the availability of the Titles on the Service.
LFC may make such modifications to its Titles as may be necessary to conform the Title to applicable law in the Territory, provided LFC will use commercially reasonably efforts to ensure such modifications do not to impair the creative integrity, quality or meaning of the Title.
Notwithstanding any expiration or termination of this Agreement for any reason, LFC may continue (including, after the conclusion of the Term) to exercise the rights granted hereunder in order to provide customers who purchased Titles via Digital Purchase or Digital Rental during the Term the ability to continue to access (including, without limitation, via re-download and streaming from the Service) and view the applicable Titles after the Term; provided, however, LFC may not offer customers the opportunity to purchase the Titles for Digital Purchase or Digital Rental after the Term.

5. Territory
The territory, with respect to any Title, shall be each territory you indicate when prompted on the Official Film Submission Form (the "Territory").

6. Term
This Agreement commences upon your acceptance of it and continues in perpetuity until terminated as set forth in this Agreement (the "Term").
We may terminate this Agreement by providing notice to you at any time. You may terminate this Agreement at any time by providing notice of termination to us, in which event we will cease offering Your Titles within thirty (30) days from the date that we receive notice of termination; provided that if you distribute Titles via Digital Rental , Your Title will be accessible throughout the rental term.
Following any termination or expiration of this Agreement, any provision which, by its nature or express terms should survive will survive such termination or expiration, including, but not limited to, Sections 4, 18, 19, 21, and 22.

7. Account Setup and Maintenance
You must ensure that all information you provide in connection with establishing your Program account is accurate when you provided it, and you must keep it up to date as long as You use the Program. You may maintain only one account at a time. You will not use false identities or impersonate any other person or use a username or password you are not authorized to use. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify the account information you provide. You also consent to us sending you emails relating to the Program and other publishing opportunities from time to time.
You are solely responsible for safeguarding and maintaining the confidentiality of Your account username and password and are responsible for all activities that occur under your account, whether or not you have authorized the activities. You may not permit any third party to use the Program through your account and will not use the account of any third party. You agree to immediately notify LFC of any unauthorized use of your username, password or account.

8. Delivery of Content
For each Title, Content Provider, at its sole cost, will deliver to LFC the Delivery Materials in accordance with such technical specifications as provided on the Website by LFC to Content Provider (including, without limitation and where applicable, the requirement that the Title not contain any advertisements, bugs, visible on-screen logos, or tracking tags).
Content Provider authorizes LFC to re-purpose and otherwise use in accordance with this Agreement (i) any Delivery Materials previously delivered to LFC or its Affiliates by Content Provider or a third party, for purposes of exercising express and incidental rights granted hereunder with respect to the Titles and (ii) any Delivery Materials delivered by Content Provider under this Agreement, for purposes of LFC exercising any rights granted to LFC in respect of any Title under a subsequent agreement, solely to the extent authorized under any such subsequent agreement. Where any Delivery Materials have previously been delivered to LFC by a third party, Content Provider will obtain any necessary clearances from such third party (if any) on behalf of LFC (at LFC’s discretion) or use its best efforts to assist LFC in obtaining any such necessary clearances, to enable LFC to use such previously delivered Delivery Materials. You will have no obligation to re-deliver Delivery Materials, except as necessary to comply with other obligations set forth pursuant to the terms of this Agreement.
You agree that the subscriptions made available to LFC hereunder for distribution via Non-AllAccess Pass Subscription Access will, at a minimum, be the same subscription video on demand packages, including the same titles, as the subscription video on demand packages made available by you via any method of non-physical distribution. In the event that you make the Subscriptions available for distribution by any non-physical distribution platform that competes with the Service in the Territory (each a "Competing Service") for lesser license fees or with additional rights with respect to free trials, LFC is entitled to the same license fees and free trial rights as the applicable Competing Service.
In the event that you make any other subscriptions containing audio-visual programs available for Non-AllAccess Pass Subscription Access on a Competing Service or any other audio-visual program available for Digital Purchase or Digital Rental, then such subscriptions and/or audio-visual programs will constitute Subscriptions or Titles, as applicable, under this Agreement and LFC will have the right to distribute such Titles and Subscriptions in the same manner (including with respect to free trials) and for the same or lesser license fees as the applicable Competing Service, and you will deliver such Titles and Subscriptions together with the applicable Delivery Materials and Promotional Materials to LFC as soon as possible pursuant to the terms hereof, provided that the availability periods of any such Titles and Subscriptions will be no less favorable than the availability periods offered to the Competing Service.

9. Content Requirements
You must ensure that all of your Titles and Subscriptions are in compliance with our policies for content (currently in the form attached hereto as Exhibit A) at the time you submit them to us. If you discover that content you have submitted does not comply, you must immediately withdraw the content and otherwise bring such Title or Subscription into compliance if it is to be distributed via the Program. If you discover that any information you have provided to us for a Title or Subscription is inaccurate or incomplete, you must promptly submit corrected information to us. We, in our sole discretion, can determine what content we accept and distribute on the Program.
We may remove or modify the Titles, the Subscriptions, the metadata, cover art and product description you provide for your Titles and Subscriptions for any reason, including if we determine that it does not comply with LFC's content policy guidelines. We will promptly notify you of any such removal of a Title or Subscription. You may not include any advertisements or other content that is primarily intended to advertise or promote products or services.
You agree to provide local content ratings in each country/region in which you distribute your Titles from the applicable local ratings authorities where requested by us. Nothing herein shall restrict LFC from, at its sole cost, obtaining ratings information for the Titles in any country/region within the Territory, or generating its own ratings for the Titles.

10. Closed Captions; Subtitles
You will deliver English language versions of the Titles, unless the original version of a Title is not in English, in which case you will deliver (i) either audio descriptions, subtitles or dubbed language tracks and (ii) the title and synopsis information for the Title, in each case, in at least one core language identified by LFC for the Territory.
You will deliver closed captions for all Titles in accordance with LFC's technical specifications as provided on the Website, but in any event, in accordance with applicable law for the Territory. You may not be able to publish a Title via one or more Distribution Modes in certain Territories until LFC has received closed captions from you.
Notwithstanding your obligations in this Section, LFC may, but is not obligated, to create, insert and distribute closed captions, audio descriptions, dubbed language tracks and subtitles for Titles in any language and may use or distribute any such closed caption, dubbed language track, subtitle file or audio description it creates in any Territory. In connection with such creation, LFC will use its reasonable commercial efforts to ensure that such closed caption and subtitled versions reflect the original version of the Licensed Title.

11. Title Withdrawal
You may withdraw your Titles from availability on the Service at any time on thirty (30) business days advance notice by notifying LFC in writing at the address set forth herein.
Upon such withdrawal, we may fulfill any customer orders completed through the date the Titles are available on the Website. All withdrawals of Titles and Subscriptions will apply prospectively only and not with respect to any customers who purchased the Titles or Subscriptions prior to the date of removal, meaning that we will allow any customer who has previously purchased a Title for Digital Purchase or Digital Rental or a Subscription for Non-AllAccess Pass Subscription Access to view the Title or Subscription, as applicable, after it has been withdrawn from the Service to the extent that such customer purchased those rights prior to the withdrawal.

12. Ownership; Feedback
Subject to the rights You grant to us under this Agreement, as between us and You, You retain all ownership rights in and to the copyrights and all other rights and interest in and to Your Titles and Subscriptions. We retain all ownership rights in and to the copyrights and all other rights and interests in and to the Program, the Website and all LFC properties, and any materials we use or provide to you for use relating to your Titles and Subscriptions (such as a generic cover image used for your Titles or Subscriptions if You do not provide one). We are solely responsible for, and will have full discretion with respect to the terms, features, and operation of the Program and the Website and related marketing, but our use of the Titles and Subscriptions will be subject to the terms of this Agreement. If You elect to provide suggestions, ideas, or other feedback to LFC or any of its Affiliates in connection with the Service, the Program, the Program Site or anything on the Program Site ("Feedback"), LFC and its Affiliates will be free to use and exploit the same in any manner without restriction and without any need to compensate You. This Agreement does not grant You any license or other rights to any intellectual property or technology owned or operated by us or any of our Affiliates, including, without limitation, any trademarks or trade names, other than that specified in Section 15. Nothing in this Agreement restricts any rights we may have under applicable law or a separate agreement.

13. License Fee Payment/Royalties
Subject to the limitations set forth in this Section, LFC will pay you the applicable license fees or royalty set forth in this Section ("License Fees") for each customer purchase of Titles for Digital Purchase or Digital Rental, and for offering customers Non-Transactional Access or Ad-supported Access. Such License Fees are the only compensation payable to you under this Agreement and constitute full and complete compensation to you for all rights granted under this Agreement.
LFC will calculate, report and pay the License Fees in arrears within thirty (30) days after the completion of the applicable calendar quarter. You will receive payment from LFC via electronic funds transfer unless electronic funds transfer is not available. If a third party asserts that you did not have all rights required to make one of your Titles available through the Program or if we determine that you may be in breach of this Agreement, we may withhold all License Fees due to you pending resolution of the issue. If we determine that you did not have all of the required rights or that you have otherwise breached this Agreement with regard to a Title, we will not owe you License Fees for that Title and we may offset any of the License Fees that were previously paid against future License Fees, or require you to remit a refund to us. We may also withhold and offset any sums you owe to us against amounts that are payable to you. When this Agreement terminates, we may withhold all License Fees due for a period of three months from the
date they would otherwise be payable, in order to ensure our ability to offset any customer refunds or other offsets to which we are entitled. If we terminate your account because of your breach of this Agreement, you will forfeit any License Fees not paid from the date of the notice of termination. If after we have terminated your account, you open a new account without our express permission, we will not owe you any License Fees through the new account. Our exercise of these rights does not limit other rights we may have to withhold or offset License Fees or exercise other remedies under applicable law.
For clarity, LFC will not be obligated to pay License Fees for Non-transactional Access in connection with the viewing of any Title by a customer if that customer was granted access to that Title via Digital Rental, Digital Purchase or Ad-supported Access, and similarly, LFC will not be obligated to pay License Fees for Ad-supported Access in connection with the viewing of any Title by a customer if that customer was granted access to that Title via Digital Rental, Digital Purchase or Non-transactional Access.
LFC may sell your Titles using multiple currencies. You may elect on the Program Site to receive any License Fees owed to you (i) in the local currency applicable for the Titles viewed in each Territory (the "Sale Currency") or (ii) the currency of a single Territory in which the Titles are viewed. If we pay you in a currency other than the Sale Currency, we will convert the License Fees owed from the Sale Currency to the payment currency at a market exchange rate that we or our bank determine, which will be inclusive of all fees and charges for the conversion. Content Provider shall have the right, at its own cost and expense, to audit transactions involving its Titles to determine the amount of royalties/license fees owed Content Provider. Such audits shall be conducted at a reasonable time, upon at least fourteen days advance notice and no more frequently than once per calendar year. In the event such audit reveals errors of amounts owed Content Provider in excess of five percent of the amount previously reported in any twelve month period, then LFC shall be responsible for the cost and expense of such audit.

13.1 Purchase and Rental Royalties
For Digital Purchases and Digital Rental, Content Providers shall receive fifty percent (50%) of Gross Revenue. If you offer a Title for “purchase,” customers will be able to download your title. If you offer a title for “rent,” customers will be able to view your title on the Website for a finite number of days, (currently 7 days) but downloading will not be available. You will have an opportunity to provide a suggested retail price for your Titles that are made available for Digital Purchase and Digital Rental but LFC will have sole discretion to determine the retail prices charged for offerings on the Service.

13.2 Non-transactional Access: All Access Pass Subscription License Fees
For Titles made available for LFC All Access Pass, LFC will pay you according to the below rate card on a per title basis, based on aggregate Hours Streamed by customers worldwide:
Hours will start accruing when the Title is streamed for the first time and will continue for a 365-day period, after which, calculations shall begin anew.

Free Trial Non-Transactional Access
Content Provider will receive no License Fee for Free Non-transactional access; provided, however, in the event that such free trials exceed a trial period for a given customer of 30 days and three weekends for such customer per year, then LFC will be obligated to pay you License Fees for such exceeded Non-transactional Access based on the License Fees you would have received in the absence of the exceeded free trial period(s).

13.4 Ad-supported Access View For Free
Content Provider will receive no License Fee for Titles listed as Ad-supported Access View for Free.

14. Taxes
As between the Parties, LFC will be solely responsible for collecting and paying to the appropriate taxing authorities any national, state or local sales or use taxes, value added taxes ("VAT") or similar taxes (collectively "Transaction Taxes") applicable to purchases by customers. LFC will not be required to pay any taxes imposed on or measured by Your net income, net profits, income, profits, revenues, gross receipts, franchise, doing business, capital, intangible, value added (other than value added tax in the nature of sales or use or similar taxes), net worth, all real property and ad valorem taxes imposed by any governmental authority on the fees payable to You under this Agreement, or similar taxes or taxes in lieu thereof, whether collected by withholding or otherwise.
If and to the extent any payments hereunder are subject to and include any applicable Transaction Taxes, you will supply LFC with an original, valid tax invoice, to the extent available under the applicable law, separately stating these Transaction Taxes, to enable LFC to claim credit for these taxes as applicable. LFC may provide you with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, you will not charge or collect the Taxes covered by such certificate. If taxes are required to be deducted or withheld on any payments to be made to you under applicable law, then LFC will (i) deduct such taxes from Gross Revenue to determine net revenue; and deduct such amount from the amount owed to you and pay them to the appropriate taxing authority as required by applicable law and (ii) secure and deliver to you a receipt or other legally required documentation for any taxes withheld as required under applicable laws.
Payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to you of amounts payable under this Agreement. Except as specified in this Section, each Party will be responsible for its own taxes as levied by the applicable taxing authorities. Throughout the term of this Agreement, you will provide LFC with any forms, documents or other certifications as may be required by LFC to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.

15. Trademarks
Subject to your compliance with the terms of the Agreement and solely in connection with your distribution of content via Louisiana Film Channel(LFC) (the "Program"), LFC ("we" or "us") hereby grants you, for the Term and in the Territory (each as defined in the Agreement), a limited, revocable, nontransferable, non-sublicensable, non-exclusive, royalty-free license (the "Limited License") to use the permitted trademarks and logos provided by us to you (those LFC trademarks and logos, collectively, the "LFC Marks"), subject to all usage requirements and solely in connection with the digital media promotion of the availability of your titles via the Louisiana Film Channel.
You may not otherwise use any trademark, service mark, commercial symbol, or other proprietary right of LFC, issue press releases or other publicity relating to us or the LFC program, or refer to LFC in any promotional materials without LFC express prior written consent or otherwise misrepresent the nature of the relationship with LFC in any way.
Your use of the LFC Marks must comply at all times with any requirements imposed by LFC.

16. Geo-filtering; Access Controls
LFC will utilize geo-filtering techniques and digital rights management technology as it may approve in connection with its distribution of titles via the Program. Content Provider agrees that LFC shall be deemed to be exercising the rights granted herein solely within the Territory as long as LFC complies with the foregoing. Content Provider acknowledges that LFC makes no representation as to the efficacy of any geo filtering technique or digital rights management technology it employs and agrees that LFC shall not be responsible for the failure of such.
Content Provider acknowledges and agrees that: (i) Content Provider's ability to suspend distribution of Titles on the Program shall be Content Provider's sole and exclusive right and remedy, and LFC's sole and exclusive obligation, for any circumvention or failure of any geo filtering techniques or digital rights management technology used by LFC on the Program for Titles and (ii) Content Provider shall not be entitled to any other remedies, including without limitation monetary damages, in connection therewith.

17. Representations and Warranties
You hereby represent and warrant that (i) you have the sole, full and unencumbered right to grant the license provided for herein for each Title or Subscription to LFC and its Affiliates, and have obtained all necessary licenses, clearances and releases to grant to LFC and its Affiliates, all of the rights set forth herein, (ii) any information and documentation you provide to us will be current, complete, and accurate, (iii) the Title, Subscriptions, Delivery Materials and Promotional Materials will not contain any subject matter or materials that are defamatory, libelous, obscene, or otherwise illegal under the applicable laws of the Territory, (iv) that none of the Delivery Materials, Titles, Subscriptions or Promoted Materials contain bugs, software codes, or any other materials that adversely affect the performance of the Website, the Service, or any device used by customers to view the Website or Service, (v) LFC and its customer’s use of the Titles shall not violate any third-party trademarks, copyrights, patents, trade secrets or other intellectual property rights, and (vi) any and all licensee fees, royalties or other payments for third-party intellectual property rights have been paid.
If we request that you provide additional information relating to your Titles or Subscription, such as information confirming that you have all rights required to permit our distribution of the Titles or Subscription, you will promptly provide the information requested, recognizing that your content may not be made available for sale until proof of rights is received. You authorize us, directly or through third parties, to make any inquiries we consider appropriate to verify your rights to permit our distribution of the Titles or Subscription and the accuracy of the information or documentation you provide to us with respect to those rights.
You further represent and warrant that you are not subject to sanctions or designated on any list of prohibited or restricted parties (and are not owned or controlled by such a party), including but not limited to the lists maintained by the United Nations Security Council, the US Government, the European Union or its member states, or other applicable government authority.
You acknowledge that LFC prohibits the paying of bribes to anyone for any reason, whether in dealings with governments or the private sector. You will not violate or knowingly permit anyone to violate LFC's prohibition on bribery or any applicable anti-corruption laws in performing under this Agreement. LFC may immediately terminate or suspend performance under this Agreement if you breach this requirement.

18. Indemnification
You will indemnify, defend and hold harmless LFC, its officers, directors, employees, shareholders, affiliates, subcontractors, successors and assignees, from and against any and all third-party claims, actions, causes of action, demands, judgments, liabilities, damages, losses, injuries, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) brought against LFC that arise from or relate to: (a) any breach or alleged breach by you of any of your representations, warranties or obligations set forth herein; or (b) any claim that LFC's exercise of the rights granted by you under this Agreement violates any law or regulation or the right(s) of any third party (individually, a "Claim", and collectively, the "Claims"). You will not consent to the entry of a judgment or settle a Claim without our prior written consent, which may not be unreasonably withheld. You will use counsel reasonably satisfactory to us to defend each Claim. If we reasonably determine that we are not receiving adequate representation through counsel chosen by you, we may seek independent counsel to represent us, at your expense (without limiting your indemnification obligations).

19. No Warranties

20. Limitation of Liability

21. Confidentiality
You will not, without our express, prior written permission: (a) issue any press release, media pitch or make any other public disclosures regarding this Agreement or its terms; (b) disclose LFC Confidential Information (as defined below) to any third party or to any employee other than an employee who needs to know the information; or (c) use LFC Confidential Information for any purpose other than the performance of this Agreement. You may however disclose LFC Confidential Information as required to comply with applicable law, provided you: (i) give us prior written notice sufficient to allow us to seek a protective order or other appropriate remedy; (ii) disclose only that LFC Confidential Information as is required by applicable law; and (iii) use reasonable efforts to obtain confidential treatment for any LFC Confidential Information so disclosed. "LFC Confidential Information" means (1) any information regarding LFC, its affiliates, and their businesses, including, without limitation, information relating to our technology, customers, business plans, promotional and marketing activities, finances and other business affairs, (2) the nature, content and existence of any communications between you and us, and (3) any sales data relating to the sale of digital videos or other information we provide or make available to you in connection with the Program. LFC Confidential Information does not include information that (A) is or becomes publicly available without breach of this Agreement, (B) you can show by documentation to have been known to you at the time you receive it from us, (C) you receive from a third party who did not acquire or disclose such information by a wrongful or tortious act, or (D) you can show by documentation that you have independently developed without reference to any LFC Confidential Information.

22. Disputes/Arbitration
Any dispute or claim relating in any way to your use of the Program Sites, or to any products or services sold or distributed by LFC or through the Website will be resolved by binding arbitration, rather than in court. The Federal Arbitration Act and federal arbitration law apply to this agreement.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent (currently Mark Balkin, 1080 West Approach, Mandeville, Louisiana 70471. The arbitration will be conducted by the American Arbitration Association (AAA) in New Orleans, Louisiana, under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at
www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. Neither party shall be entitled to recoupment of their attorneys' fees and costs in arbitration unless the arbitrator determines the claims or defenses are frivolous. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

23. Amendment; Notice of Changes
The Program will change over time and the terms of this Agreement will need to change over time as well. Subject to the provisions herein, we reserve the right to change the terms and conditions in this Agreement at any time in our sole discretion. Any changes to the Agreement, including Program-specific terms and conditions, or to the policies and guidelines referenced in this Agreement, other than with respect to the amount of the License Fees, will be effective upon posting of such revisions to the Website for the Program at [www.louisianafilmchannel.com ] (including any successor or replacement Website), and without prior notice to you. We will post a notice of any changes to this Agreement on the Website for at least thirty (30) days after the changes are effective. Changes to the License Fees will be effective and binding on you on the date 30 days from posting or on the date you accept the changes, whichever occurs first.
Your continued use of the Website and the Program following any changes to this Agreement will constitute your acceptance of such changes. If you do not agree to changes to this Agreement or the Website, you should discontinue use. You are responsible for regularly reviewing the Website for changes and notice of any changes. Except as otherwise provided herein, changes to referenced policies and guidelines or any other information including, without limitation, this Agreement and the Content Policy Guidelines, may be posted without any other notice to you; provided, in the event of discrepancy between the terms of this Agreement and any amended Agreement posted on the Website, the terms of the amended Agreement shall prevail.

24. Miscellaneous
a) All rights granted to LFC under this Agreement may be exercised by LFC, its Affiliates, and subcontractors providing services in connection with the Program. Any LFC Affiliate may join as a party to this Agreement and will notify you if it does so. The joining LFC Affiliate will be entitled to exercise the rights that you grant under this Agreement. Each LFC party is severally liable for its own obligations under this Agreement and is not jointly liable for the obligations of other LFC parties. In addition, each LFC party is solely responsible with respect to its exercise of its rights and compliance with its obligations in connection with the territory or territories for which it is responsible, as determined by LFC in its sole discretion. You may not assign any of your rights or obligations under this Agreement without the prior written consent of LFC.
b) A waiver by either party of any breach or default by the other party under this Agreement will not constitute a waiver of any other or subsequent breach or default by such other party. The failure of either party to enforce any term of this Agreement will not constitute a waiver of such party's rights to subsequently enforce the term.
c) For the purposes of this Agreement, LFC and you are independent contracting parties, and nothing herein will be construed as creating an agency relationship, a fiduciary relationship, an employer-employee relationship, a partnership, a joint venture, or an obligation to form any such relationship or entity between LFC and you. You will not represent yourself to be an employee, representative, or agent of LFC or misrepresent the nature of your affiliation with LFC or the Program Site. You will have no authority to enter into any agreement on LFC's behalf or in LFC's name or otherwise bind LFC to any agreement or obligation.
d) If any term of this Agreement is held to be invalid, void or unenforceable, then the remaining terms of this Agreement will be unaffected and will be valid and enforceable to the fullest extent permitted by law.
e) Nothing in this Agreement will restrict LFC from exercising any right it has pursuant to another applicable permission or would have at law in the absence of this Agreement.

Content Policy Guidelines
These guidelines assist in describing the characteristics of content that is, and is not, acceptable on the Louisiana Film Channel website (the “Website”). The Content Policy Guidelines form a part of the Digital Video agreement (the “Agreement”) executed by all content providers.
Your videos and other content (such as cover image and product descriptions) must adhere to these content policy guidelines, which may change over time. We reserve the right to make judgments about whether content is appropriate, including the appropriateness of suggested content ratings for a given title. In an effort to provide the best customer experience, we may choose not to offer your content or otherwise restrict its availability. We may also terminate your participation in the LFC Direct program if you don't adhere to these content policy guidelines. If after we have suspended or terminated your account, you submit the same or similar content through a separate account, we reserve the right to terminate that account. If after we have terminated your account, you open a new account without our express permission, we will not owe you any License Fees through the new account.

Offensive Content
We reserve the right to determine the appropriateness of all content submitted for publication in the Program. Titles containing persistent or graphic sexually explicit or violent acts, gratuitous nudity and/or erotic themes ("adult content") are not eligible for inclusion on the Website or in the LFC AllAccess Pass catalog. Titles containing adult content may not be materially amended or edited from their original form to circumvent this restriction.

Illegal and Infringing Content
We take violations of laws and proprietary rights very seriously. It is your responsibility to ensure that your content doesn't violate applicable laws or copyright, trademark, privacy, publicity,
or other rights (including rights in components of your content such as the background music or items displayed within your content). Just because content is freely available does not mean you are free to copy and sell it.

Public Domain Content
We do not accept public domain content or content which is undifferentiated or barely differentiated from one or more other titles.

Poor Customer Experience
You may not use the Program Sites for any other commercial or non-commercial purposes or in any way that:
a) Is unlawful or harms LFC, its customers, suppliers or other parties, as determined in LFC's sole discretion.
b) Breaches any agreement, policy or other notice applicable to the Program Sites. c) c) Could damage, disable, overburden, or impair the Website (or any network(s) connected to the Program Sites) or interfere with any other party's use of the Program Sites.
We don't accept videos that contain external links, tracking tags, functionality which is unsupported by LFC, or which otherwise provide a poor customer experience. We reserve the right to accept or reject, at our discretion, any videos that provide a disappointing experience.

Country or Region-Specific Restrictions
Some countries in which we distribute content may have more restrictive standards than other countries as to what qualifies as "Offensive Content," or "Illegal and Infringing Content." This may include limitations on the display of tobacco branding and drug use; content containing offensive, illegal, or infringing depictions may be subject to publication restrictions in certain territories.
We may restrict any title from sale, rent or viewing in any country or region where the sale or distribution of that content would violate that country's or region's laws, cultural norms, or sensitivities, or for any other reason at our discretion.

You may only publish on the Website content for which you are the copyright holder or have permission from the copyright holder.
LFC respects the intellectual property of others. If you believe that your work is copied in a way that constitutes copyright infringement, please follow our notice and procedure for making claims of copyright infringement on our Website.

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