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CONTENT PROVIDER AGREEMENT

This Content Provider Agreement (“Agreement”) is made between Digital Wildcatters, Inc., a Delaware corporation (“Company”) and (“Content Provider”) (Company and Content Provider being individually “a Party,” and collectively “the Parties”) on the last date entered in the signature blocks below.

WHEREAS, Content Provider is the owner of the content described in Exhibit A (“the Content”); and

WHEREAS, Content Provider has agreed to allow Company to copy and use the Content in connection with Company’s Collide Forum, Video Search and CollideGPT, and any other services of Company (hereinafter “COLLIDE”);

The Parties therefore agree as follows:

  1. Content Provider or the owner of the Content will retain all ownership in the copyrights in the Content.
  2. Content Provider grants to Company a fully paid-up, irrevocable, royalty-free, worldwide license to copy or use the Content or any derivatives of the Content in COLLIDE for any purpose, including, but not limited to, modifying or using the Content in other works accessible in COLLIDE or training a system or model for generating or accessing other content. The Company agrees that all copies or derivatives of the Content will include a reference to Content Provider.
  3. If the Content includes any material in which any entity or individual has any copyrights, trademarks, or other intellectual property, Content Provider, to the extent that Content Provider has the right to grant such a license, hereby grants a paid up, perpetual, worldwide, non-exclusive license for Company to use any such materials to the extent they are included in the Content for any of the purposes detailed in Paragraph 2 above. Content Provider or the owner of such material shall otherwise retain all rights, including copyrights, in any such material.
  4. Content Provider grants to Company a paid-up perpetual, worldwide, non-exclusive license to use in COLLIDE or to promote COLLIDE, his or her biography, name, voice, image, and/or likeness contained in the Content and/or, to the extent that Content Provider has the right to grant such a license, the biography, name, voice, image, and/or likeness of any other individual included in the Content. This license includes the right to edit or create derivative works from the Content for use in COLLIDE. Notwithstanding the foregoing, the biography, name, voice, image, and/or likeness of anyone in the Content will not be used to endorse any product or service, but the availability of Content created by Content Provider may be used to promote Collide Pro or other services in COLLIDE available to users of COLLIDE.
  5. By allowing Company access to the Content and granting the rights provided in this Agreement, Content Provider represents and warrants that they have the right to grant the license provided herein.
  6. The Parties’ sole remedy for breach of this Agreement will be the removal of the Content or any copies or derivatives thereof from public access in COLLIDE or otherwise, and the Parties agree and acknowledge that in no event will a Party be liable to the other Party for any damages or costs, including attorneys’ fees, related to any breach of this Agreement.
  7. This Agreement will be binding upon and inure to the benefit of the Parties’ respective successors, assigns, heirs, executors, administrators, and legal representatives.
  8. This Agreement is governed by Texas law and any disputes regarding this Agreement or the Program will be resolved exclusively in the state or federal courts of Houston, Texas.
  9. This Agreement may be executed in counterparts, all of which together shall constitute a single agreement. Execution of a facsimile or scanned copy and/or a facsimile or scanned signature will have the same force and effect as execution of an original with an original signature.