Wide Worlds Customer Terms of Service Agreement

These Terms of Service ("Terms" or "Agreement") govern the provision of the Wide Worlds Services and is an agreement entered into between you ("Customer") and Wide Worlds Inc. ("Wide Worlds"), a Delaware corporation with a principal place of business in Los Angeles, California, 90066. Each of Customer and Wide Worlds is a "Party," and are collectively the "Parties."

Customer's use of the Services is expressly conditioned upon its compliance with these Terms. In addition, Customer acknowledges and agrees to Wide Worlds's Privacy Policy ("Privacy Policy") (located at wideworlds.ai/privacy-policy) which is incorporated herein by reference.

CUSTOMER AGREES TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS AND ALL AGREEMENTS INCORPORATED BY REFERENCE. THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION CLAUSE AND A WAIVER OF CLASS ACTION CLAIMS. PLEASE READ ALL TERMS HEREIN CAREFULLY AS THEY AFFECT CUSTOMER'S RIGHTS.

1. Definitions

"Acceptable Use Policy" means Wide Worlds's Acceptable Use Policy as described in Section 5, together with any additional rules published by Wide Worlds from time to time on the Wide Worlds Website, and which shall be incorporated into this Agreement.

"Account" has the meaning set forth in Section 3.1

"Affiliates" means companies or entities that either Customer or Wide Worlds owns, that own either Customer or Wide Worlds, or that have the same owner or corporate parent as either Customer or Wide Worlds, as applicable.

"Content" means any and all images, graphics, art, text, video, or other media generated, created, or produced by the Services by or on behalf of, or under the direction of, Customer or its End-Users, including AI-generated content and Fan Edits.

"Customer Submitted Data" has the meaning set forth in Section 7.1, and includes without limitation images, graphics, video clips, audio recordings, promotional materials, and other media assets uploaded or transmitted by Customer to the Services, whether for AI training purposes or for use in Fan Edit Campaigns.

"End-User" means any person that Customer makes the AI content generation, Fan Edit creation, posting, polling, and/or other End-User directed features of the Services available to as permitted under this Agreement.

"Games/Contests" has the meaning set forth in Section 4.4.

"Services" means, collectively, all our products and services and related offerings, features and functionalities subject to this Agreement including AI-based Content generation, AI training systems, user interface designs, voting systems, points systems, NFT minting features, curation systems, fine tuning features, style presets, applications, fan edit creation tools, media asset management, Fan Edit Campaign management, End-User performance tracking, and Fan Payment processing within the existing list of service types, systems delivered or accessible through any media or device, support, and additional services and all related materials and documentation.

"Subscription" has the meaning set forth in Section 10.

"Third-Party Platform" means a third-party platform, software service, or social-media website that Customer may independently access and is not provided or controlled by Wide Worlds.

"Fan Edit" means any video, image, compilation, or other media created by an End-User using Customer Media Assets made available through the Services.

"Customer Media Assets" means video clips, audio recordings, trailers, promotional footage, or other pre-cleared media content that Customer uploads to the Services for use by End-Users in creating Fan Edits.

"Fan Edit Campaign" means a campaign structured by Customer through the Services in which End-Users are invited to create and distribute Fan Edits using Customer Media Assets on Third-Party Platforms.

"Fan Payment" means any compensation paid to an End-User by or through Wide Worlds in connection with a Fan Edit Campaign, based on the performance of that End-User's Fan Edits on Third-Party Platforms.

2. Rights Granted

Subject to these Terms and Conditions, Wide Worlds grants Customer a limited, non-exclusive, revocable, non-transferable, non-sublicensable, worldwide limited right to access and use the Services. Customer may not transfer or sublicense its license to access the Services to any third party, in whole or in part, in any form, whether modified or unmodified.

3. Provision of Services

Wide Worlds will (a) make the Services available to Customer pursuant to this Agreement, (b) use commercially reasonable efforts to maintain the availability of the Services except for planned downtime and unavailability caused by circumstances beyond Wide Worlds's reasonable control, and (c) provide the Services in compliance with laws and government regulations applicable to Wide Worlds's provision of the Services (excluding Customer's particular use of the Services).

Wide Worlds will provide Customer with the ability to create an administrator login and associated password to access the Services ("Account"). Upon Customer's request, Wide Worlds may allow Customer to create associated authorized user accounts to permit Customer's employees to access Customer's Account for accessing the Services ("Authorized Users"). Customer shall only permit Authorized Users to access the Services through Customer's Account. Customer is responsible for keeping all passwords used to access the Services confidential and Customer shall not authorize any third party to access or use the Services on their behalf without Wide Worlds's prior written approval. Upon the end or termination of Customer's Subscription, Customer's right to access or use the Services shall terminate.

4. Customer Responsibilities

Payment. Customer shall pay all fees for its access and use of the Services and all other amounts that may become due as set forth in this Agreement.

Account Access. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services and shall notify Wide Worlds promptly of any unauthorized access or use. Customer is responsible for any use of its Account, including unauthorized use.

Compliance. Customer is responsible for its compliance with this Agreement and for the activities and compliance of Customer's End-Users. Customer shall comply, and shall ensure its End-Users comply, at all times with Wide Worlds's Acceptable Use Policy as set forth in Section 5 of this Agreement. Customer shall comply with all applicable law related to its access and use of the Services and shall not permit any End-User to violate any applicable law related to such access or use of the Services, including with regard to the generation, posting, copying, and distribution of Content. Customer shall further comply with the terms of service of any Third-Party Platforms with which Customer uses the Services or Content. Any use of the Services in breach of the foregoing by Customer or any End-User that in Wide Worlds's judgment threatens the security, integrity, or availability of the Services, or that violates Wide Worlds's Acceptable Use Policy or applicable law may result in Wide Worlds's immediate suspension or termination of the Services.

Games and Contests. Wide Worlds is not a sponsor or promoter of any game, sweepstakes, contest, prize promotion, or any other similar program ("Games/Contests") of Customer or any other party. Customer shall comply with all laws, rules, regulations, orders, and agency interpretations relating to Games/Contests applicable to Customer's use of the Services or Content. For the avoidance of doubt, if Customer incorporates the Services, or any feature or part thereof, or any Content into a Game/Contest, Wide Worlds shall not be responsible for monitoring, managing, overseeing, or administering such Game/Contest, including but not limited to with regard to determining winners or administering prizes, and shall not be responsible for Customer's compliance with any laws, rules, regulations, orders, or agency interpretations applicable to such Game/Contest. Customer agrees to indemnify Wide Worlds and its officers, directors, employees, and agents against and to hold them harmless from any and all claims and demands of any party arising from or in connection with Customer's use or incorporation of the Services or any Content in any Games/Contests. For the avoidance of doubt, campaigns in which End-Users receive Fan Payments based on content performance may constitute a promotion, contest, or prize program under applicable law in certain jurisdictions depending on how the Customer chooses to run these campaigns. Customer is solely responsible for determining whether any Fan Edit Campaign it operates constitutes such a program and for complying with all applicable laws, regulations, and platform policies governing such programs, including any disclosure, registration, bonding, or reporting requirements. Wide Worlds administers Fan Payments on Customer's behalf as a convenience only and assumes no responsibility for Customer's compliance with any such requirements.

5. Acceptable Use Policy

Customer agrees not to use the Services to create, post, publish, or otherwise transmit any Content that may (a) contain any obscene or explicit sexual material, nudity, or profanity; (b) contain any material or images that could be considered abusive, inflammatory, denigrating, and/or disrespectful to any groups, individuals, or institutions, including without limitation any legally protected categories; (c) promote bigotry, racism, hatred, or harm; (d) harass any person or entity or cause damage or injury to any person or entity; (e) involve the creation or publication of any material that is false, fraudulent, defamatory, threatening, libelous, or otherwise tortious, criminal, or unlawful, including material harmful to children; (f) infringe, misappropriate, or otherwise violate upon the copyrights, trademarks, rights of publicity or privacy, intellectual property rights, or any other personal or proprietary rights of any person or entity; (g) contain any virus, malware, worm, disabling device, time bomb, Trojan horse, or other harmful or malicious script, code, tool, or application; (h) promote or facilitate any illegal activities; or (i) otherwise violate applicable laws. Customer may not use the Services or Content to attempt to or to actually deceive or defraud any person or entity. Customer may not intentionally mislead any person about the nature or source of any Content.

Customer agrees to ensure that Customer's End-Users comply with the terms of this Acceptable Use Policy, together with any additional rules published by Wide Worlds from time to time on the Wide Worlds Website which shall be incorporated into this Agreement. In addition to any other rights afforded to Wide Worlds under this Agreement, Wide Worlds reserves the right to remove or disable access to any Services or Content that violates the foregoing restrictions. Wide Worlds shall have no liability in the event Wide Worlds takes such action, is unable to take such action, or fails to take such action.

Customer further agrees not to use the Fan Edit features of the Services to make available any Customer Media Assets that (a) include the likeness, voice, or performance of any individual without having obtained all necessary consents, clearances, and releases required under applicable law, including rights of publicity, SAG-AFTRA or other union agreements, and any applicable talent or performer contracts; (b) are subject to music synchronization, master recording, or performance rights that have not been cleared for the uses contemplated by the applicable Fan Edit Campaign; (c) are subject to any contractual restriction, guild obligation, or regulatory requirement that would prohibit or limit their use in a fan-created, publicly distributed video; or (d) include footage or audio that Customer does not own or for which Customer does not hold a valid license permitting the sublicensing or distribution rights necessary for fan-created derivative works. Customer is solely responsible for obtaining all clearances and rights necessary to make Customer Media Assets available through the Services.

6. Removal of Content

Wide Worlds may require Customer to remove and discontinue the use of any Content if Wide Worlds believes in its reasonable discretion that such Content may violate applicable law, including those relating to the infringement or misappropriation of the intellectual property rights of a third party, or Wide Worlds's Acceptable Use Policy. Upon such notice, Customer shall promptly remove any such content that is within Customer's control to remove and shall discontinue the use of such Content.

If requested by Wide Worlds, Customer shall confirm deletion and discontinuance of use of such Content in writing, and Wide Worlds shall be authorized to provide a copy of such confirmation to any third-party claimant or governmental authority, as applicable. In addition, if Wide Worlds is required by any third-party rights holder to remove Content, or receives information that Content provided to Customer may violate applicable law or third-party rights, Wide Worlds may discontinue Customer's access to such Content through the Services.

7. Customer Submitted Data and Media Assets

In connection with the Services, Wide Worlds may offer functionality or features to Customer allowing Customer to upload or transmit images, graphics, art, text, or other data ("Customer Submitted Data") to train an AI model for more tailored generation of Content to improve Customer's use of the Services. Customer acknowledges and agrees that Wide Worlds is not responsible for or liable for the successful transmission, storage, or interpretation of such Customer Submitted Data.

Customer represents and warrants that it holds all necessary intellectual property rights (including but not limited to those relating to copyright, trademarks, service marks, and right of publicity) in and to any Customer Submitted Data. Customer further represents and warrants that its Customer Submitted Data shall not (a) infringe the intellectual property or other proprietary rights of any third party; (b) violate the privacy rights of any third party; (c) consist of harmful or obscene material or otherwise violate Wide Worlds's Acceptable Use Policy; or (c) otherwise violate applicable law.

Customer acknowledges and agrees that generative AI models are complex and unpredictable, and therefore Wide Worlds makes no representations or guarantees in connection with any Content generated through the Services. Wide Worlds is not responsible for and shall not be liable for any Content generated by on or on behalf Customer or its End-Users in connection with the Services.

By uploading or transmitting Customer Submitted Data, Customer grants to Wide Worlds, its successors and assigns, and its Affiliates, contractors, and licensors, a perpetual, worldwide, non-exclusive, freely transferable, sublicensable, royalty-free, limited license to use the Customer Submitted Data for the limited purpose of training applicable generative AI models to improve the Services, which may include copying, distributing, reproducing, modifying, displaying, creating derivative works of, and using the Customer Submitted Data. Wide Worlds acquires no right, title or interest from Customer under this Agreement in or to any Customer Submitted Data other than as expressly set forth herein. This license shall terminate with the termination of this Agreement by any Party, for any reason.

Customer Media Assets for Fan Edit Campaigns. In connection with Fan Edit Campaigns, Customer may upload or transmit Customer Media Assets to the Services for the purpose of making those assets available to End-Users for Fan Edit creation and distribution. Customer represents and warrants that it holds all intellectual property rights, clearances, and permissions necessary to upload the Customer Media Assets and to sublicense them to End-Users for the purpose of creating Fan Edits for public distribution on Third-Party Platforms. This includes without limitation all necessary rights with respect to underlying literary works, musical compositions and sound recordings, on-screen performances, and any third-party IP visible or audible in the Customer Media Assets. Customer acknowledges that Wide Worlds is not responsible for reviewing Customer Media Assets for rights clearance and assumes no liability arising from Customer's upload or distribution of Customer Media Assets that infringe third-party rights. The license granted by Customer to Wide Worlds under Section 12.3 applies to Customer Media Assets to the extent necessary to make those assets available through the Services to End-Users and to administer Fan Edit Campaigns on Customer's behalf. Wide Worlds does not acquire any ownership interest in Customer Media Assets.

8. Restrictions

Service Restrictions. Customer will not, and will not permit any End-User to (a) sell, resell, license, sublicense, distribute, rent or lease the Services; (b) make the Services available to anyone other than to Customer and its End-Users, as permitted under this Agreement; (c) modify, adapt, alter, translate, or create derivative works of the Services or any part, feature, or function thereof; (d) use the Services or a Third-Party Platform to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (e) attempt to gain unauthorized access to the Services or its related systems or networks; (f) disable, bypass, or tamper with any copy protection, security mechanisms, or access control measures of the Services; (g) disrupt or attempt to disrupt the performance or integrity the Services; (h) copy Content except as permitted herein; (i) frame or mirror any part of the Services or Content, other than as permitted under this Agreement; (j) reverse engineer, disassemble, decompile, or otherwise attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services; (k) build a competitive product or service using similar ideas, features, functions, or graphics of the Services; or (l) use the Services in violation of Wide Worlds's Acceptable Use Policy.

Service Suspension. Wide Worlds may suspend and/or terminate Customer's access to the Services or any portion thereof if Wide Worlds reasonably determines that (a) there is a security risk, disruption, threat, or attack on any of the Services or to any other customer or vendor of Wide Worlds; (b) Customer is using the Services for harmful or illegal activities or is abusing the Services; (c) Customer's use of the Services is likely to infringe the intellectual property rights of a third party; (d) Customer is in violation of this Agreement; (e) Wide Worlds's provision of the Services to Customer is prohibited by applicable law; (f) Customer fails to make payment of fees when due and/or has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (g) any vendor of Wide Worlds has suspended or terminated Wide Worlds's access to or use of services or products necessary to enable the Services. Wide Worlds will have no liability for any damage, liabilities, losses, or any other consequences that Customer may incur as a result of any suspension or termination of Services.

Usage Limits. Services and Content may become subject to usage limits in accordance with the subscription plan selected by Customer.

Third-Party Platforms. The Services may contain features designed to interoperate with Third-Party Platforms. To use such features, Customer may be required to obtain access to such Third-Party Platforms from their providers and agree to their terms and conditions. Wide Worlds cannot guarantee the continued availability of such features, and may cease providing them without entitling Customer to any refund, credit, or other compensation if the Third-Party Platform provider acts to limit the Services' ability to interoperate with the Third-Party Platform. The Services are in no way endorsed, administered by, or associated with any Third-Party Platforms, including but not limited to those operated by X Corp (formerly Twitter Inc.), Meta, TikTok and Discord Inc. With respect to Campaigns, End-Users will publish Content to Third-Party Platforms directly from their own accounts. Wide Worlds may access publicly available performance data from those Third-Party Platforms to calculate Fan Payments. Customer acknowledges and agrees that Wide Worlds has no control over whether Third-Party Platforms permit, restrict, demonetize, or remove Content, and Wide Worlds shall have no liability to Customer or any End-User arising from any such action by a Third-Party Platform. Customer is responsible for ensuring that Content complies with the terms of service and advertising policies of each applicable Third-Party Platform. WIDE WORLDS MAKES NO REPRESENTATION AND WILL HAVE NO LIABILITY OR OBLIGATION WHATSOEVER IN RELATION TO THE USE OF OR AGREEMENTS WITH ANY THIRD-PARTY PLATFORMS. CUSTOMER MUST COMPLY WITH ALL AGREEMENTS AND OTHER LEGAL REQUIREMENTS THAT APPLY TO THIRD-PARTY PLATFORMS.

9. Subscription Fees and Payment

Access to the Services is purchased as a monthly subscription ("Subscription"), and continues month to month until canceled by Customer. The fees for a Subscription to access and use the Services are stated at wideworlds.ai. The Subscription fees for the Services and any other charges Customer may incur in connection with its use of the Services will be charged to the payment method(s) associated with Customer's Account upon enrollment and approximately the same date of each month thereafter. Subscription fees and other amounts owed to Wide Worlds under this Agreement are due when billed in accordance with Customer's Subscription plan. Subscription fees are fully earned upon payment.

To use the Services Customer must provide one or more eligible payment methods. By agreeing to these Terms and Conditions and purchasing a Subscription, Customer authorizes Wide Worlds to initiate regularly scheduled payments to the payment method(s) on file with Wide Worlds for the payment due for each billing period in accordance with Customer's Subscription plan. In the event Customer's primary payment method is declined or no longer available, Wide Worlds may charge an alternative payment method associated with Customer's Account.

All payment obligations due are non-cancellable and the fees paid are non-refundable. Customer agrees payment is not contingent on the delivery of any future functionality or features. Wide Worlds reserves the right to increase the Subscription fees by giving Customer written notice thereof (which notice may be given by email) prior to the end of the then-current monthly term, and which shall take effect upon the first renewal after such notice has been provided, unless a later date is specified in the notice. The billing cycle and payment due date is subject to change from time to time. Customer is responsible for providing complete and accurate billing and contact information to Wide Worlds and notifying Wide Worlds of any changes to such information.

Late Payment. Customer remains responsible for any uncollected amounts. If any fees are not received from Customer when due, then at the Wide Worlds's discretion, such fees may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. In addition, If any fees are not received from Customer by the due date, then at the Wide Worlds's discretion, Wide Worlds may suspend Customer's access to the Services until payment for all unpaid amounts has been received in full.

Cancellation. The authorization to debit Customer's bank account or charge Customer's debit or credit card will remain in effect until canceled in accordance with the procedures we establish, which may change from time to time and will be described on the Wide Worlds Website. Customer may cancel this payment authorization at any time upon providing notice at least seven (7) days prior to the next billing date.

10. Term and Termination

Term. This Agreement shall become effective upon on the date Customer first accepts it and continues on a month to month basis until Customer's Subscription hereunder has been canceled or otherwise terminated.

Subscription Renewal. Except as otherwise specified, Customer's Subscription will automatically renew on a month to month basis until canceled by either Party with at least seven (7) days prior notice before the end of the relevant Subscription term.

Termination for Cause. Either Party may terminate this Agreement for cause (a) immediately if the other Party has failed to cure a material breach within seven (7) days of receiving written notice of such material breach from the other Party; or (b) immediately if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Notwithstanding anything to the contrary, Wide Worlds may terminate this Agreement and Customer's access to the Services if Customer's use of the Services, including any use by Customer's End-Users, threatens the security, integrity, or availability of the Services, or violates applicable law.

Effect of Termination. Upon termination of this Agreement for any reason: (a) Customer's access to the Services will be terminated and Customer will immediately cease all use thereof; and (b) Customer will pay any unpaid fees owed to Wide Worlds to the extent permitted by applicable law, including any unpaid fees covering the remainder of the term.

Taxes. Customer is responsible for paying all taxes, assessments, charges, and fees, that may be levied on or applicable to the sale or license of goods or services, as the case may be, imposed by any governmental authority, including federal, state, provincial, municipal, and foreign governmental authorities associated with Customer's Subscription to the Services. For avoidance of doubt, Wide Worlds is solely responsible for taxes based on Wide Worlds's income, property, and employees.

11. Intellectual Property Rights and Licenses

Reservation of Rights. Except for those limited rights expressly granted herein, Wide Worlds, its Affiliates, and its licensors reserve all of their right, title and interest in and to the Services, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

Use and Creation of Content. Customer has the right to access and use the Services to generate Content and to allow End-Users to generate Content subject to the terms of this Agreement. Wide Worlds reserves the right to require End-Users to agree to Wide Worlds's End-User Terms of Service and Privacy Policy or similar agreements before allowing End-Users to generate Content or otherwise access the Services. It is the intent of the Parties, and the agreement with End-Users shall provide, that any and all right, title, and interest (including all intellectual property rights and, to the maximum extent permitted by law, moral rights) in and to any Content created, generated, or developed by or through the Services in connection with Customer's world or campaign shall vest solely in Customer. To the extent any such rights do not automatically vest in Customer by operation of law, the End-User will assign them directly to Customer; if an intermediate assignment is required by applicable law, End-Users shall assign such rights to Wide Worlds solely as Customer's designee, and Wide Worlds will immediately assign, transfer, and convey such rights to Customer without further action. To the extent any moral rights cannot be assigned, End-Users shall irrevocably waive such rights and agree not to assert them against Customer, Wide Worlds, or their respective designees.

License by Customer to Wide Worlds. By uploading or transmitting Customer Submitted Data, Customer grants to Wide Worlds, its successors and assigns, and its Affiliates, contractors, and licensors, the license to use such Customer Submitted Data as set forth in Section 7.4 for the limited purpose of training, improving, or tailoring the Services. Wide Worlds acquires no right, title or interest from Customer under this Agreement in or to any Customer Submitted Data other than as expressly set forth herein.

Feedback. Customer grants to Wide Worlds and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and incorporate into its Services any suggestion, recommendation, or other feedback provided by Customer or its End-Users relating to the operation of Wide Worlds's Services.

Notice of Claim of Infringement. If Customer receives notice from a third party that any Content posted or otherwise published or distributed by Customer or its End-Users may violate the intellectual property rights or privacy rights of a third party, including but not limited to copyright, trademark, or right of publicity, Customer shall promptly provide Wide Worlds with written notice of such claim. Customer shall comply with any removal and discontinued use instructions of Wide Worlds as set forth in Section 6. If Wide Worlds receives information about an infringement or misappropriation claim related to the Services, Wide Worlds may in its discretion (a) modify the Services so that they are no longer claimed to infringe or misappropriate, (b) obtain a license for Customer's continued use of the Services in accordance with this Agreement, or (c) terminate Customer's Subscription and access to the Services.

Fan Edits. End-Users who participate in Fan Edit Campaigns receive a limited, non-exclusive, non-transferable, revocable license from Customer, administered through Wide Worlds, to access and use the specific Customer Media Assets made available for that Fan Edit Campaign solely for the purpose of creating and distributing Fan Edits on Third-Party Platforms in accordance with the Campaign's terms and conditions. This license does not grant End-Users any ownership interest in Customer Media Assets, does not permit End-Users to use Customer Media Assets for any purpose outside the applicable Fan Edit Campaign, and terminates upon the conclusion of the Campaign or the End-User's removal from the Campaign, whichever is earlier. Consistent with Section 13.2, all right, title, and interest in and to Fan Edits, including all intellectual property rights therein, shall vest solely in Customer. Wide Worlds facilitates Fan Payments on Customer's behalf and is not a party to any employment, contractor, or agency relationship with End-Users in connection therewith.

Application Monitoring. Notwithstanding anything to the contrary in this Agreement, Wide Worlds may monitor Customer's and its End-User's access to and use of the Services and collect and compile meta-data, data, and information related to such access and use of the Services, including but not limited to information and data resulting from the generation, manipulation, or analysis of Content and prompts used to generate Content. Such data may be aggregated and anonymized to compile statistical and performance information related to the provision and operation of the Services. Customer acknowledges that Wide Worlds owns all right, title, and interest, including all intellectual property rights therein, in and to the aggregated statistics and application monitoring data.

12. Trade Compliance

Customer understands that the Services, derivatives thereof, and software and technical data relating to the Services, may be subject to export control and economic sanctions laws and regulations administered or enforced by the U.S. Department of Commerce, U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), U.S. Department of State, other U.S. authorities, and other jurisdictions which prohibit export or diversion of certain technical products to certain countries (collectively, "Trade Controls").

Customer warrants that it will not directly or indirectly export, reexport, or transfer any Services or any software or technical data relating to the Services to any prohibited country or territory or to any restricted entity or individual in violation of applicable Trade Controls, and that Customer will comply in all respect with the Trade Controls applicable to the Services.

In addition, Customer represents and warrants that it is not (a) an individual, organization or entity organized or located in a country or territory that is the target of OFAC sanctions, (b) designated as a Specially Designated National or Blocked Person by OFAC or otherwise owned, controlled, or acting on behalf of such a person, or (c) otherwise a prohibited party under U.S. Trade Controls.

Wide Worlds may, as required to maintain compliance with applicable Trade Controls, immediately suspend the Services until the breach of this Section is cured or the Agreement is terminated pursuant to the terms herein.

13. Confidentiality

Each Party acknowledges that all materials and information disclosed by a Party ("Disclosing Party") to the other Party ("Recipient") in connection with the performance of this Agreement, including any trade secret, process, technique, algorithm, computer program (source and object code), design, drawing, formula, business plan or test data relating to any research project, work in process, future development, engineering, marketing, servicing, financing, strategic partnership, or personnel matter, and any information designated by the Disclosing Party as "confidential" or "proprietary" or which, under the circumstances would reasonably be deemed to be confidential, consists of confidential and proprietary data ("Confidential Information").

Recipient will not be obligated to hold confidential any information from the Disclosing Party which (a) is or becomes publicly known through no act or omission of the Recipient; (b) is received from any person or entity who, to the best of Recipient's knowledge, or Recipient's reason to know, has no duty of confidentiality to the disclosing Party; (c) was already known to Recipient prior to the disclosure, and that knowledge was evidenced in writing prior to the date of the other Party's disclosure; or (d) is developed by the Recipient without using any of the disclosing Party's information.

As between the Parties, each Party retains all ownership rights in and to its Confidential Information. Each Recipient will hold Confidential Information in strict confidence, and will restrict its use of Confidential Information to the purposes anticipated in this Agreement. Notwithstanding anything to the contrary, Recipient may disclose Confidential Information of the Disclosing Party if the law or legal process requires disclosure of such Confidential Information, provided that Recipient provides prior notice to the Disclosing Party of the request, unless doing so would violate any law, rule, demand, or order of any governmental agency or regulatory authority.

14. Representations and Warranties

Customer represents and warrants it has the power to execute, deliver, and perform this Agreement, and this Agreement is duly authorized, and does not and will not violate any provisions of federal or state law or regulation, or conflict with any other agreement to which Customer is subject.

15. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREIN, WIDE WORLDS MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ANY CONDITIONS, REPRESENTATIONS, OR GUARANTEES AND ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SERVICES PROVIDED ARE PROVIDED "AS IS," AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WIDE WORLDS DOES NOT GUARANTEE OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

WIDE WORLDS IS NOT RESPONSIBLE FOR AND WILL NOT BE LIABLE FOR THE CONTENT GENERATED BY OR MADE AVAILABLE THROUGH THE SERVICES, INCLUDING CONTENT GENERATED BY OR FOR CUSTOMER OR END-USERS. WIDE WORLDS DOES NOT CONTROL OR VET CONTENT AND IS NOT RESPONSIBLE FOR ANYTHING POSTED, TRANSMITTED, OR SHARED ON OR THROUGH THIRD-PARTY PLATFORMS OR IN ANY OTHER MANNER.

16. Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF WIDE WORLDS TO CUSTOMER, TOGETHER WITH ALL OF ITS AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT.

IN NO EVENT SHALL WIDE WORLDS BE LIABLE FOR, AND CUSTOMER HEREBY WAIVES ALL RIGHTS TO CLAIM, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR FOR ANY INTERRUPTION OR LOSS OF USE, DATA, BUSINESS, OR PROFITS, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY AND REGARDLESS OF WHETHER OR NOT SUCH LOSS OR DAMAGES WERE FORESEEABLE OR WIDE WORLDS WAS ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF WHETHER ANY LIMITED REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY.

17. Indemnification

Customer agrees to indemnify Wide Worlds and its officers, directors, employees, and agents against, and to hold them harmless from, any and all claims and demands arising from or based upon Customer's breach of this Agreement or any act or omission of Customer or its employees, representatives, agents, service providers, or End-Users in connection with or arising out of (a) this Agreement; (b) the duties to be performed by Customer pursuant to this Agreement; (c) Content generated by on or on behalf Customer or its End-Users, including any claims alleging that any Content infringes or misappropriates a third party's intellectual property rights; or (d) Customer's violation of applicable law. In the event that Wide Worlds shall be made a party to any litigation, proceeding, arbitration, or other legal process commenced by any third party, Customer shall protect and hold Wide Worlds harmless from and with respect to such litigation, proceeding, arbitration, or other legal process and shall pay all costs, expenses, and attorneys' fees incurred or paid in connection therewith, together with any judgments rendered; and (e) any claim by a third party arising from Customer's failure to obtain necessary clearances, consents, or licenses in connection with Customer Media Assets made available through a Fan Edit Campaign, including claims by talent, performers, rights holders, guilds, or unions; and (f) any claim by an End-User arising from a Fan Edit Campaign, including claims relating to Fan Payment amounts, eligibility, or nonpayment, to the extent such claims arise from Customer's instructions to Wide Worlds or from Customer's campaign configuration.

18. Dispute Resolution and Arbitration

Except where prohibited, Customer agrees that: (a) any and all disputes, claims and causes of action arising out of or connected with this Agreement, including but not limited to the Services or any Content generated in connection with the Services, shall be resolved individually, without resort to any form of class action, and exclusively by final and binding arbitration under the rules of JAMS and held at the JAMS regional office nearest the Customer; (b) the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings at such arbitration; and (c) judgment upon such arbitration award may be entered in any court having jurisdiction.

All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement, or the rights and obligations of the Customer and Wide Worlds in connection with this Agreement, shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to any choice of law or conflict of law rules (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.

THE ARBITRATION OF DISPUTES PURSUANT TO THIS SECTION SHALL BE IN THE CUSTOMER'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. CUSTOMER MAY NOT BRING ANY CLAIM ON BEHALF OF OTHER SIMILARLY SITUATED PERSONS. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. CLAIMS MAY NOT BE PURSUED IN ANY COURT OTHER THAN TO ENFORCE THE ARBITRATOR'S AWARD. THE ARBITRATOR SHALL HAVE THE AUTHORITY TO AWARD RELIEF ONLY ON AN INDIVIDUAL AND NON-CLASS AND NONREPRESENTATIVE BASIS.

CUSTOMER ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE EACH OF THE PARTIES HEREBY KNOWINGLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, OR RELATED TO, THIS AGREEMENT.

Finality and Fees. The Parties shall share the costs, fees, and expenses of arbitrator and/or arbitration company equally, except that the Party initiating such arbitration shall be responsible for all filing fees in connection therewith. The arbitrator's award, including awards of attorneys' fees, costs, and expenses, shall bind the Parties, and may be entered as a judgment in any court of competent jurisdiction. The Parties hereby agree that any federal or state court located in Los Angeles County, California is a court of competent jurisdiction for this purpose.

19. General Provisions

Surviving Provisions. Sections 4.1, 10, 11.4, 13, 16, 18, 19, 20, and 21 will survive any termination or expiration of this Agreement.

Entire Agreement. This Agreement, and all other documents indicated herein as applicable to the Services, constitute the entire agreement between the Parties and expresses the complete and exclusive statement of the mutual understanding of the Parties. This Agreement shall be binding upon Customer and Wide Worlds and their respective heirs, successors, and assigns. Headings used in this Agreement are for convenience of reference only and do not affect the construction or interpretation of this Agreement.

Relationship of the Parties. The Parties are independent contractors, and nothing in this Agreement will create any association, partnership, or joint venture between the Parties.

Third-party Beneficiaries. The Parties do not intend to confer any benefits on any person or entity other than Customer and Wide Worlds, and nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights in any person or entity not a Party to this Agreement, including End-Users.

Waiver. Failure by Wide Worlds to enforce one or more of the provisions of this Agreement shall not constitute a waiver of that provision. The waiving Party must sign all waivers.

Modification. Wide Worlds may, from time to time, amend or modify any provision of this Agreement without prior notice to Customer by posting a revised Agreement to the Wide Worlds Website, and the revised Agreement will become effective immediately upon posting or the effective date indicated in the new Agreement, as applicable, and will apply to any continued or new use of the Services. If Customer does not agree with the terms of this Agreement, including any modification thereof, Customer must immediately discontinue its use of the Services. Customer's continued use of the Services constitutes its acceptance of such changes.

Severability. If any provision of this Agreement is found by a court or arbitrator to be invalid, illegal or unenforceable, then such provision will be revised to the extent necessary to make it valid, legal, and enforceable, as written or as applied, and the remaining parts of this Agreement will remain in full force and effect.

Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party's prior written consent (not to be unreasonably withheld); provided however, either Party may assign this Agreement in its entirety without consent of the other Party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party.

Notices. All notices to and other communications with Wide Worlds required or permitted under this Agreement shall be deemed delivered when mailed, postage prepaid, addressed as follows with a confirmation email sent to sam@wideworlds.ai. Wide Worlds may give Customer notice by email at the contact address specified on Customer's Account, or by written communication sent by first class mail or pre-paid post addressed to the contact address set forth on Customer's Account.

Governing Law; Venue. This Agreement shall be governed and construed in accordance with and pursuant to the law of the State of California, without giving effect to its principles of conflict of laws (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. The Parties irrevocably consent to the exclusive jurisdiction of the state or federal courts located in the state of California, County of Los Angeles over any suit, action, or proceeding arising out of or relating to this Agreement.

Force Majeure. Wide Worlds is not liable for any delay, failure, or inability to perform its obligations hereunder if caused by events of Force Majeure, as defined herein, and shall not constitute a breach or default so long as such Force Majeure event exists. Force Majeure events shall include, without limitation, civil disturbances, epidemics (but not COVID-19), natural disasters, wars, acts of terrorism, acts of God, interruptions of transportation or communications, supply shortages, and all other such events outside the control of the Wide Worlds that make it impossible to comply with its obligations hereunder.

Signature. Customer represents and warrants that the person executing this Agreement is duly authorized to bind Customer to all provisions of this Agreement, and that such person is authorized to execute any documents and to take any action on behalf of Customer, which may be required by Wide Worlds now or in the future.