You will receive Creator Earnings.

If you select this Option, and notwithstanding any provision in this Agreement to the contrary, you shall be entitled to remove Content from the Latflex Studio Player at any time. Personal Use Option (Option "D") Latflex Studio shall only publish your Content on Latflex Studio's Video Player or Latflex Studio-owned websites. Latflex Studio shall not monetize your Content. No Creator Earnings will be payable to you. If you select this Option, and notwithstanding any provision in this Agreement to the contrary, you shall be entitled to remove Content from the Latflex Studio Player at any time.

TERMS APPLICABLE TO LATFLEX STUDIO'S CUSTOM VIDEO PLAYER SERVICE

If you have elected to subscribe to Latflex Studio's Custom Video Player Service (the "Custom Player Service" or "CPS Subscription") or participate in an available trial CPS Subscription, the following specific terms and conditions shall apply in addition to all other applicable terms and conditions pursuant to the Terms of Use on the Latflex Studio Site. Selection of a CPS Subscription By selecting a CPS Subscription as offered by Latflex Studio from time to time the terms, features, and pricing of your selected CPS Subscription will be as described during the CPS Subscription selection procedure through the Latflex Studio Site (the "CPS Features and Pricing"). All CPS Subscriptions terms are monthly and are automatically renewed for successive months until terminated. Latflex Studio reserves the right to change any terms, features, or pricing of CPS Subscriptions at any time with all such changes having effect upon thirty (30) days' notice or as otherwise notified to you by Latflex Studio. Payment By selecting a CPS Subscription you are agreeing to pay the associated fees (the "CPS Subscription Fee") for the CPS Subscription and hereby authorize Latflex Studio to charge or debit your agreed payment method on a monthly basis for the CPS Subscription Fee and any other applicable charges. All CPS Subscription Fees are payable in advance and charged monthly, subject to the Upgraded Plan provisions set out below. Bandwidth Usage Each CPS Subscription provides for a certain maximum allotted amount of bandwidth (the "Maximum Allotted Bandwidth") which may be used by you throughout each monthly CPS Subscription period ("Monthly Subscription Period"), commencing at the start-date of your CPS Subscription ("Subscription Start Date") and ending at the monthly anniversary date of your Subscription Start Date ("Subscription Anniversary Date"). Any portion of the Maximum Allotted Bandwidth that you do not use during any particular Monthly Subscription Period will not "roll over" and may not be used or applied to a subsequent Monthly Subscription period.

It is your responsibility to monitor and manage bandwidth usage, available via the Latflex Studio dashboard, during the Monthly Subscription Period. Latflex Studio may but is not obliged to notify you if you have expended or are likely to expend your Maximum Allotted Bandwidth. Bandwidth Overage Procedure Unless otherwise specified in the CPS Features and Pricing applicable to your CPS Subscription, once you use the Maximum Allotted Bandwidth, and absent a duly received Notice of Overage Disablement (as defined below), your CPS Subscription will automatically and immediately (the "New Subscription Start Date") be upgraded to the next superior CPS Subscription plan available and as described in Subscription Features and Pricing on the Latflex Studio Site ("Upgraded Plan").

Your Subscription Anniversary Date shall be immediately and automatically reset with all features and pricing of the Upgraded Plan becoming effective and applicable to your CPS Subscription as of the New Subscription Start Date. This Bandwidth Overage Procedure will continue to apply to each Upgraded Plan so that your CPS Subscription is automatically and immediately upgraded to the next superior plan each time you reach the Maximum Allotted Bandwidth, including but not limited to an already Upgraded Plan.

You hereby agree to the automatic implementation of your Upgraded Plan upon reaching the Maximum Allotted Bandwidth for your original or any subsequent Upgraded Plan pursuant to the Bandwidth Overage Procedure, and hereby authorize Latflex Studio to charge or debit your agreed payment method for the applicable CPS Subscription Fee in respect of the Upgraded Plan commencing upon the new Subscription Start Date in respect of each applicable Upgraded Plan.

If you do not wish to use or be upgraded to an Upgraded Plan pursuant to the Bandwidth Overage Procedure, you are required to notify Latflex Studio in writing via Latflex Studio Billing (billing@latflex.net) prior to any Bandwidth Overage, of your intention to disable any Bandwidth Overage in connection with your CPS Subscription effective as of the point that you reach the Maximum Allotted Bandwidth ("Overage Disablement") for your current CPS Subscription ("Notice of Overage Disablement"). Your Notice of Overage Disablement shall only apply to your then current Monthly Subscription Period and you will be required to notify Latflex Studio again in respect of any requested Overage Disablement for any subsequently Monthly Subscription Period. In the absence of a duly received receipt of Notice of Overage Disablement in accordance with these provisions, you will be automatically upgraded to the Upgraded Plan once you use the Maximum Allotted Bandwidth in accordance with these provisions. Refunds and Cancellation No refunds are available in respect of any fees to Latflex Studio. In order to cancel, contact billing@latflex.net at least five days prior to your Subscription Anniversary Date or New Subscription Start Date in order to ensure that you will no longer be billed. Upgrading a Subscription on Your Own If you decide on your own to upgrade your CPS Subscription to an Upgraded Plan that provides additional bandwidth, you may do so via the Latflex Studio dashboard available on the Latflex Studio Site.

By selecting an Upgraded Plan as described in the CPS Features and Pricing, you acknowledge that the selected Upgraded Plan will commence immediately thereby constituting a New Subscription Start Date and your Subscription Anniversary Date will be adjusted accordingly. Your Upgraded Plan will continue to be subject to the Bandwidth Overage Procedure.

Free Trials Latflex Studio may from time to time offer a "Free Trial" of a CPS Subscription pursuant to the description of any such "Free Trial" on the Latflex Studio Site. You acknowledge and agree that all Free Trials are of a maximum duration of 30 days unless otherwise specified by Latflex Studio, and shall be automatically converted to a CPS Subscription requiring payment of CPS Subscription Fees in accordance with the applicable CPS Features and Pricing upon the expiry of the initial 30-day Free Trial period. You also acknowledge that all terms and conditions applicable to Free Trials, including but not limited the Bandwidth Overage Procedure, shall apply to Free Trials, both before and after the expiry of the initial 30-day Free Trial period.

You hereby authorize Latflex Studio to charge or debit your agreed payment method on a monthly basis for the applicable CPS Subscription Fee commencing as of the expiry of the initial 30-day Free Trial period unless at least five days prior to such expiry you notify Latflex Studio of your intent to cancel at billing@latflex.net. Payment Methods Latflex Studio may from time to time offer certain payment methods in respect of CPS Subscription Fees. In the event that a credit card or debit card is permitted as a payment method and the applicable CPS Subscription Fees are not chargeable or debitable to such payment method, you acknowledge and agree that if the credit card or debit card does not work, either because of expiry or otherwise, then upon expiry of any paid portion of your CPS Subscription period, all CPS Subscription services may be deactivated without notice to you. You are solely responsible for ensuring that all permitted payment methods are up-to-date and are able to cover all applicable CPS Subscription Fees, including but not limited to all CPS Subscription Fees payable for Upgraded Plans. Content and Advertisements for CPS Subscription Service You acknowledge and agree that when you monetize your Content on the Latflex Studio Site or perform activity as a Latflex Studio Publisher, as outlined in the Terms of Use, all provisions applicable with the Latflex Studio Player as otherwise set out in the Terms of Use shall apply. In the event that your CPS Subscription contains Content and/or advertising provided by you, you acknowledge and agree that you are solely responsible and/or liable for all such Content and/or advertising and that you indemnify and hold Latflex Studio harmless in accordance with all indemnification provisions otherwise set out in the Terms of Use.

PUBLISHING AND DISTRIBUTION OF CONTENT VIA THE LATFLEX STUDIO SERVICE

Latflex Studio may, but is not obliged to, have your Content published and displayed through various media channels and in various formats via the Latflex Studio Service, in its sole commercial discretion based upon the Agency Option which you select. Latflex Studio reserves the right to decline or reject any Content submitted to the Latflex Studio Service.

INTELLECTUAL PROPERTY

You affirm, represent, and warrant that you have the legal right to submit the Content to the Latflex Studio Service, that you have all necessary right and authority to appoint Latflex Studio as your Agent in accordance with the selected Agency Option as described herein, and that you are legally entitled to enter into the Agency Agreement. You further represent and warrant that any Content submitted does not contain third party copyrighted material, or material that is subject to other third party proprietary, intellectual property or contractual rights or interests, unless you have express written permission from the rights holder of the Content to enter into this Agreement. In the event you claim to have been granted such rights from a third party, you agree to furnish evidence of same in writing forthwith upon request by Latflex Studio. You are required to obtain such written permission before submitting such Content to the Latflex Studio Service.

Such written permission must not be limited in any way, shall be exclusive, and shall remain in effect for the duration of this Agreement.

Any infringement or other violation of a third party's rights with respect to the Content submitted by you to the Latflex Studio Service and which has been identified as such by Latflex Studio or by a third party, may immediately and without notice to you result in the removal of such Content.

It is Latflex Studio's strict policy to comply with all applicable intellectual property laws and regulations of which it is aware. You hereby agree to defend, indemnify and hold harmless Latflex Studio, its agents, employees, contractors, directors, officers, and shareholders, as to any allegations, demands, claims, investigations or disputes arising from your submission of Content to Latflex Studio and/or monetization of your Content, insofar as it relates to any infringement or violation of the intellectual property rights, proprietary rights, contractual rights, or other rights of a third party. You acknowledge and agree that except for the Assignment Option discussed below, this Agency Agreement does not assign ownership of any copyright for or in the Content to Latflex Studio, and that all payments made to you pursuant to this Agreement are amounts earned by you from the monetization of your Content, less expenses and Latflex Studio's Agency Fees (as defined below) and are not royalties or license fees.

If you receive payments from Latflex Studio as the person authorized by the creator or rightsholder to retain Latflex Studio as Agent, you indemnify and hold harmless Latflex Studio from and against any claim by the creator or rightsholder in respect of your receipt of such payments and in respect of Latflex Studio's Agency. Monetization and Rights Applicable Under Option "A" and "B" In the case where you have chosen either Option "A" or Option "B", in order to monetize your Content, Latflex Studio may in its sole unfettered commercial discretion, on your behalf, grant, sell and enter into License(s) (as defined below) to the Content with you being the Licensor, subject to Latflex Studio being your attorney in fact for effecting such License(s) with the Licensee, as defined below, and you further authorize such Licensee to use such licensed Content in any media for any purpose including but not limited to use in advertising, promotion, marketing and packaging for any product or service, worldwide. For the purposes of this paragraph, a "License" means any contractual arrangement arranged between Latflex Studio as your sole and exclusive Agent, and a third party (a "Licensee") in respect of the Licensee's use of your Content. In the event that Latflex Studio desires, in its sole discretion, to enter into a License for your Content only, and/or to include Content from other creators with your Content in a single License, you hereby authorize and grant to Latflex Studio the actual authority, permission and right: i) to do so; ii) to do so without seeking your further consent and without providing notice to you; and iii) to do so in its own name. In that event Latflex Studio, acting as your Agent, will be listed as the sole nominative "licensor" in that License You (and any other creator whose Content is included in the License) will each be an Undisclosed Principal in that License. It is further understood and agreed that you (and any other Content creator whose Content is included in the License) are each the real party-in-interest Licensor, and to the extent any compensation or other consideration is paid by the licensee, it will not be deemed licensee fees or royalties to Latflex Studio. You also hereby grant to Latflex Studio the actual authority, permission and right at its discretion to disclose or not to disclose your name as a real-party-in-interest Licensor. You also hereby grant to Latflex Studio the actual authority, permission and right to prosecute in its own name any claims against the other party to the License or to defend claims asserted by the other party to the License ("Litigation") without seeking further consent from you or providing notice to you. Latflex Studio will control all aspects of the Litigation, will be responsible for all costs and attorneys' fees, and will be entitled to seek, recover and retain any damages or other compensation, consideration, or other relief or recovery from the other party to the License in the Litigation, without providing any notice or accounting to you. Latflex Studio will defend and indemnify you with respect to any claims made against you by the other party to any License entered into by Latflex Studio in which you are an Undisclosed Principal as to any asserted breach by you of the License unless you are alleged to have committed the act or acts that are alleged to constitute the breach. In that instance, Latflex Studio reserves the right to demand that you defend and indemnify it as to such claims, which you hereby agree to do. In the case where you have chosen either Option "A" or Option "B", by submitting Content to Latflex Studio, you are irrevocably agreeing to appoint Latflex Studio as your sole, worldwide, exclusive and perpetual Agent with respect to the Content and all rights pertaining thereto, including without limitation, all rights enumerated in United States Code, Title 17,  106, and you herein authorize and grant Latflex Studio the exclusive authority to make all decisions and take all actions Latflex Studio deems reasonably appropriate with respect to the management, commercial and non-commercial monetization of the Content under the terms of this Agreement. You specifically authorize Latflex Studio as your Agent to combine the Content with other images, text, graphics, file, audio, audio-visual works; and alter, modify and crop the Content at Latflex Studio's sole discretion, and hereby waive any reservation of moral rights in and to the Content. In the case where you have chosen either Option "A" or Option "B", as your Agent in respect of the Content, Latflex Studio may choose in its exclusive and absolute unfettered and/or arbitrary commercial discretion, to, register copyrights in any jurisdiction or jurisdictions worldwide on your behalf, with you (or the party which has expressly provided you with authorization to enter this Agreement and is the rightsholder) listed as the copyright claimant, author, or similar, and to record Latflex Studio as your sole and exclusive Agent therein for the purposes of administering all rights and permissions thereto. Latflex Studio shall not be liable to you or any third party for any delay or defect in it attempt to register the copyright in any Content, or if Latflex Studio does not attempt to register such Copyright. In the case where you have chosen either Option "A" or Option "B", as your Agent in respect of the Content, Latflex Studio may choose in its exclusive and absolute unfettered and/or arbitrary commercial discretion to pursue any legal remedies available in order to, as your Agent, assert or enforce your (or if you are entering into this Agreement under authority of a third party rights holder, that third party's) copyright or other intellectual property rights in and to the Content, including but not limited to making a claim or commencing legal proceedings with respect to all payments owing to you by third parties with respect to infringement of the Content, and you agree to fully cooperate in same (or if you are entering into this Agreement under authority of a third party rights holder, you agree to procure the cooperation of such third party). Notwithstanding the foregoing, you acknowledge and agree that Latflex Studio shall at no time and in no manner be obliged to make any efforts as your Agent pursuant to this provision. You hereby appoint Latflex Studio as your (or if you are entering into this Agreement under authority of a third-party rights holder, that third-party's) attorney in fact for executing any instrument or document or taking any step in furtherance of the rights granted herein. Where Latflex Studio as Agent takes steps to enforce the copyright in your Content or breach of a license agreement on your behalf as Principal, or where the law allows Latflex Studio (as an agent having a pecuniary interest in the subject matter and outcome of the suit) to file suit in its own name as your agent), or whether directly by way of the Assignment Option, as defined below, or otherwise, Latflex Studio shall have sole control and decision-making power over any demand, claim, proceeding or settlement. If required by applicable law that you be a named plaintiff in any such enforcement action relating to your Content, you hereby so consent to be so named. In that instance, Latflex Studio will continue to have sole control of the action as described above, will continue to pay all fees and costs incurred in that action, and you agree to cooperate with Latflex Studio with respect to such action. It is understood and agreed that any C-Suite officer (CEO, COO, CTO, CFO) of Latflex Studio may execute documents pursuant to, and exercise for Latflex Studio, any power of attorney you have granted to Latflex Studio herein. Recovery Through Copyright Enforcement You, or if you are entering into this Agreement under authority of a third party rightsholder, that third party, shall not issue any demand, or commence any claim or proceedings to enforce any rights in any Content submitted to Latflex Studio under Agency Option "A" or Agency Option "B", except with Latflex Studio's express authorization which may be denied in the event that Latflex Studio elects to assume carriage and control of such enforcement measures, and in such event Latflex Studio shall indemnify and hold you (or the applicable third party rightsholder) harmless from and against any damages, legal fees and costs, directly attributable to such enforcement measures. If, however, Latflex Studio authorizes you to take enforcement action, then you will be solely responsible for all fees, costs, damages or other expenses in that action. Recovery by Latflex Studio as Agent In the event that any claim or demand is made by Latflex Studio or if legal proceedings are commenced by Latflex Studio on your behalf and in your name as your Agent (as opposed to Latflex Studio being the copyright owner pursuant to the Assignment Option as set out below) and such claim, demand, or proceeding results in a payment from a third party to Latflex Studio, Latflex Studio shall be entitled to deduct from such proceeds: a) all associated legal fees and expenses incurred or payable by Latflex Studio; and b) if the payment amount exceeds the subsection (a) amount by at least USD $1,000.00, a management and enforcement fee equal to the remainder of the proceeds less the sum of USD $1,000.00, meaning that the maximum that you can receive in such event is USD $1,000.00.

LATFLEX STUDIO'S OPTION TO ACQUIRE CONTENT COPYRIGHT VIA ASSIGNMENT UNDER OPTION "A" or OPTION "B"

Notwithstanding any provision in this Agreement to the contrary, in the case where you have chosen either Option "A" or Option "B" only, if Latflex Studio determines that it requires your copyright to be assigned to Latflex Studio along with all related claims and causes of action (collectively, "Copyrights"), so as to enable Latflex Studio to have standing to enforce the Copyrights against a third party, then Latflex Studio shall have the option at any time, in consideration of the Copyright Assignment Fee (as defined below) to cause and consummate such assignment of Copyrights to Latflex Studio, and this Agreement shall be your written instrument effecting same (the "Assignment Option"). Alternatively, if you are entering into this Agreement under authority of a third party rightsholder as may be permitted herein, you represent and warrant that you have authority herein to agree to same on behalf of such third-party rights holder. If you have chosen either Option "A" or Option "B" only, you hereby appoint Latflex Studio as your Attorney in Fact as to any such Assignment, and grant to Latflex Studio the actual authority, right and permission, as your Attorney in Fact, the execute a separate Assignment document in the following form: "For Value Received, the sufficiency of which is acknowledged, [your name], an individual residing in the state of [your state of residence] ("Assignor") hereby assigns all copyright in [description of the Content being assigned] (the "Content") to Latflex Studio. ("Assignee"). Assignor represents and warrants that a copyright exists in the Content, that Assignor owns all right, title and interest in and to that copyright, that the copyright has not been previously assigned or licensed, that Assignor has the right to assign the copyright in the Content to Assignee, that there is no dispute or potential dispute of which Assignor is aware regarding the copyright in the Content or Assignor's ownership thereof and right to assign to Assignor; and that Assignee may hereafter register the copyright in Assignee's name. This Assignment includes assigning to Assignee the sole right to seek, recover and retain any and all damages (and related forms of recovery and relief) for past, present and future infringement of the assigned copyright, without notice or accounting to Assignor. Executed this __ day of ___________, 20__, at Blantyre, Malawi. By: _________________________________ Name: ___________________________ Title: Latflex Studio ___________________ Attorney in Fact for [your name]. In the case where you have chosen either Option "A" or Option "B", and if Latflex Studio so requests, you shall cooperate in executing any additional instruments or assignments of Copyrights (and related claims) reasonably required to give effect to the assignment, transfer and enforcement of the Copyrights in the Content (or if you are entering into this Agreement under authority of a third party rights holder, you agree to procure the cooperation of such third party). In the case where you have chosen either Option "A" or Option "B", you hereby appoint Latflex Studio as your (or if you are entering into this Agreement under authority of a third party rights holder, that third party's) attorney in fact for executing on your or their behalf any instrument or assignment reasonably required to give effect to this provision and to effect the assignment and transfer of Copyrights. The Copyright Assignment Fee payable by Latflex Studio to you shall be the combination of: the maximum publicly available licensing fee for your Content as displayed in the Latflex Studio catalogue, to a maximum of USD $500; and an additional USD $500.00 in consideration of the assignment. Upon assignment of Copyright in accordance with these provisions, all right, title, interest, and goodwill, together with the right to pursue and collect damages for all past, present, and future claims and causes of action in relation to enforcing intellectual property rights in and to the Content, including but not limited to Latflex Studio's exclusive right to seek, recover and retain all past, present and future damages, attorneys' fees, enhanced or punitive damages, license fees, and/or royalties related to the Content, shall be transferred to Latflex Studio.

COLLECTION OF EARNINGS

As Agent, Latflex Studio is authorized to collect any applicable earnings ("Earnings") derived from the publication, licensing, display and/or other use (collectively, the "Use") of your Content on your behalf pursuant to this Agreement. The Earnings payable to you after deducting applicable amounts are referred to herein and defined as the "Creator Earnings". Creator Earnings are calculated by applying the applicable Agency Fee (see table below) to the Earnings and then deducting any applicable third-party processing fees, administrative fees, and/or any amounts that may be due to a Latflex Studio publisher/syndication partner, hosting costs, taxes, defensive litigation costs, exchanges rates, and/or any other direct costs (collectively "Other Fees and Costs"). Notwithstanding, Latflex Studio reserves the right to apply the Agency Fee and/or abstain from deducting Other Fees and Costs in a manner that it determines is appropriate in its sole discretion, but in any case not in a manner that reduces the amount of Creator Earnings payable to you as currently set forth herein. Agency Fees: Revenue Stream Latflex Studio Agency Fee Programmatic Advertisement Forty percent (40%) Sponsorship (incl. Host-Read) Advertisement Forty percent (40%) Licensing Forty percent (40%) Tipping/Donation Twenty percent (20%) Pay-Per-View Twenty percent (20%) As used herein: Programmatic Advertisement revenue stream means advertising revenues generated from users watching video Content on the Platform. Sponsorship (including Host-Read) Advertisement revenue stream means advertising revenue generated from a Content creator performing an advertisement placement within their Content. Licensing revenue stream means revenue generated when exclusivity has been authorized to Latflex Studio to license Content to other platforms. Tipping/Donation revenue stream means revenue generated from users contributing a fixed dollar amount in return for their message being promoted by a creator during the creator's Content stream. Pay-Per-View revenue stream means revenue generated by Content creators making available pay-per-view video Content for viewing by their audience for a limited time or on a one-time basis

. You understand that, from time to time, Latflex Studio may change and/or add additional revenue streams and change and/or add additional Agency Fees. In the event of any such changes, this Agreement will be updated accordingly, and the most recent version of this Agreement will apply to Latflex Studio's Use of your Content and the collection and payment of any Earnings hereunder. All payments to you of Creator Earnings will normally be remitted to your Latflex Studio account thirty (30) days after the month in which Latflex Studio receives payment on your behalf from third parties for the Use of your Content. Latflex Studio may withhold the payment of Creator Earnings when necessary to comply with applicable law. If an upfront payment amount is provided for under this Agreement, the entire amount indicated will be issued to your Latflex Studio account. Your future Creator Earnings, will be applied against this upfront payment until the upfront payment amount is fully utilized. The first month for which payment is to be made shall: (a) begin on the first day of the month following the month of execution of this Agreement; and (b) include the portion of the month of execution following the Effective Date (unless this Agreement was executed on the first day of a month, in which case the month shall be deemed to begin on the first day of such month). Under certain circumstances, third parties may make payments to Latflex Studio that do not associate Earnings with the Use of specific Content. In this event, Latflex Studio will make commercially reasonable efforts to identify the Creator Earnings due to you for the Use of your Content. If, after 24 months from the date of payment by a third party, Latflex Studio has not been able to identify Earnings to the Use of specific Content, Latflex Studio reserves the right to retain all such payments. For the avoidance of doubt, no Creator Earnings are payable in relation to Latflex Studio Premium Subscriptions, as defined below.

EARNING PAYMENT REDUCTIONS / SET-OFFS

Payments may be subject to reduction to offset bad debts, refunds and other charge-backs relating to Use of your Content within sixty (60) days of the payment to which the bad debt, chargeback or refund relates.

LIABILITY

Latflex Studio does not in any way endorse any Content submitted, including any opinion, recommendation, claims, advice or position expressed therein, and Latflex Studio expressly disclaims all liability in connection with the Content and its publication. For the purposes of the Digital Millennium Copyright Act or similar legislation or regulations, all Content is considered user-generated content and Latflex Studio's capacity as Agent is not Content owned by Latflex Studio (unless expressly assigned to Latflex Studio under the terms of this Agreement) or uploaded by Latflex Studio. In order to submit Content to Latflex Studio you acknowledge that you are solely responsible for what is submitted and indemnify and hold Latflex Studio harmless from any and all claims arising from a breach of your representations, warranties, and covenants as set out in this Agreement, and also indemnify and hold Latflex Studio harmless from and against all third party claims with respect to the Content and acting as Agent in respect of the Content.

LATFLEX STUDIO PUBLISHER ACCOUNT

If your account qualifies for a Latflex Studio Publisher account, any activity on the Latflex Studio Player using the Monetized Embed Code will apply to your account as follows: as used herein, "Net Advertising Revenues" means aggregate amounts collected by Latflex Studio arising from the license or sale of the pre-roll, mid-roll, post roll or overlay advertisements included within the Latflex Studio Player less any amounts due for hosting, taxes, litigation costs, exchange rates, and any other direct costs. Latflex Studio shall retain all amounts derived from all other advertisements, promotions, links, pointers and similar services or rights. Latflex Studio Publisher is entitled to the Net Advertising Revenue less an Agency fee equal to 50% payable to Latflex Studio, within thirty (30) days following the end of each month whenever a Latflex Studio Publisher uses the Latflex Studio Monetized Embed Code. Analytics will be directly reported into the Publisher Dashboard within your Latflex Studio account. Procedure for Reporting Claims of Copyright Infringement To file a copyright infringement notification with us relating to Content on the Latflex Studio Player, you will need to send a written communication that includes substantially the following (please consult your legal counsel or see Section 512(c)(3) of the Digital Millennium Copyright Act to confirm these requirements): A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material. Providing URLs in the body of an email is the best way to help us locate content quickly. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. To expedite our ability to process your request, such written notice should be sent to our designated agent as follows: Service Provider(s): Latflex Studio .

Email: dmca@latflex.net

If there are many videos to be removed, or you expect to have an ongoing need to remove potentially infringing content from Latflex Studio, we suggest that you email us at dmca@latflex.net

with the subject as "ONGOING DMCA" where we increase the speed at which we are able to remove any infringing content on Latflex Studio and also offer industry-leading content identification tools and personal management for your requests. Please note that under Section 512(f) any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability for damages. Don't make false claims! Please also note that the information provided in this legal notice may be forwarded to the person who provided the allegedly infringing content. Claimant information will be published on the Latflex Studio site at anytime. Counter Notification If you believe that material you posted has been removed in error, you should send to our Copyright Agent, using the contact information listed above, a counter notice that includes the following: Your physical or electronic signature. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of, at Latflex Studio's discretion, in the Ontario Superior Court of Justice at Toronto or the United States Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in the United States and that you will accept service of process by mail from the person who provided notification of copyright infringement, or an agent of such person. Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers.

PROCEDURE FOR REPORTING VIOLATIONS OF RIGHTS OF PRIVACY OR PUBLICITY

If you believe that your privacy rights or publicity rights have been violated by information or material that is accessible on the Latflex Studio site, you may notify Latflex Studio.

Please email support@latflex.net

so we can investigate the matter further.

DISCLAIMER OF WARRANTIES ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE (THE "CONTENT") ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. LATFLEX STUDIO, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THIS SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THIS SITE IS SOLELY AT YOUR RISK. ANY MATERIAL VIEWED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS SITE IS DONE SOLELY AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, INCLUDING WITHOUT LIMITATION PERSONAL INJURY OR DISTRESS, DAMAGE TO YOUR COMPUTER SYSTEM, OR LOSS OF DATA, THAT RESULTS FROM THE VIEWING OR DOWNLOAD OF ANY SUCH MATERIAL. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU. LIMITATION OF LIABILITY UNDER NO CIRCUMSTANCES SHALL Latflex Studio, ITS SUBSIDIARIES, MEMBERS OR EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF Latflex Studio.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, Latflex Studio'S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. INDEMNIFICATION

You agree to indemnify and hold Latflex Studio, and its parent, subsidiaries and affiliates and their respective officers, directors, agents, co-branders and other partners, contractors, and employees, harmless from and against any and all claims, expenses, and demands, including attorneys' fees, made by any third party due to, arising out of, or asserted in connection with your use or misuse of this Site, including claims relating to content you submit, post to or transmit through this site, and your connection to and use of this Site. Latflex Studio reserves the right to have control of any defense and control of any matter otherwise subject to indemnification by you. You agree to cooperate with Latflex Studio in asserting any available defenses.

COMPLIANCE WITH APPLICABLE LAW

You agree to comply with all applicable laws with respect to your use of the Latflex Studio Service. Without limiting the foregoing, you acknowledge and agree that Latflex Studio makes no representation that materials on this Site or accessible via the Latflex Studio Service are appropriate or available for use in any particular locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Site or the Latflex Studio Service from any location do so on their own initiative, at their own risk, and are responsible for compliance with local laws. If you use the Latflex Studio Service in a jurisdiction that prohibits or restricts such use, your use will be subject to, without limitation, any other provision of the Terms of Use, and Latflex Studio shall not have any liability with respect to such use. You further agree to comply with all state, provincial and/or federal regulations with respect to the Content you upload to Latflex Studio, including those regulations related to accessibility (e.g., closed captioning of Content where required by law).

CHOICE OF LAW AND FORUM

These Terms of Use and the Agency Agreement, shall be governed by and construed in accordance with the laws of the Province of Ontario or, at Latflex Studio's discretion, the federal laws of the United States, excluding its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms of Use, the Agency Agreement, or your use of the Latflex Studio Services, shall lie only in the Ontario Superior Court of Justice at Toronto, or at Latflex Studio's discretion, in the United States Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in the United States, and you further agree to and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. SEVERABILITY AND INTEGRATION Unless otherwise specified herein, this agreement constitutes the entire agreement between you and Latflex Studio with respect to this site and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Latflex Studio with respect to the Latflex Studio Service or the Agency Agreement. If any part of these Terms of Use or Agency Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties. Or if that portion is not susceptible to such construction, it shall be replaced with a provision that is consistent with applicable law and which reflects, as nearly as possible, the original intentions of the parties. In either event, the remaining portions remain in full force and effect.

TERMINATION

Latflex Studio reserves the right, in its sole discretion, to terminate your access to the Latflex Studio Service, with or without notice, for any reason, including, without limitation, if Latflex Studio believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use or the Agency Agreement. This includes Latflex Studio's right to terminate your ability to upload videos, post comments, collect revenue or any function available via the Latflex Studio Service. Latflex Studio has a zero tolerance for any violation of Content Policies and/or Conduct outlined in these Terms, especially, but not limited to copyright infringement. If a user is found in violation, the account may be suspended and/or terminated. The determination of suspension or termination is at the sole discretion of Latflex Studio. You acknowledge and agree that Latflex Studio shall not be liable to you or any third party for any termination or suspension of your access to the Latflex Studio Services.

HOST-READ ADVERTISEMENTS

Without limiting anything else contained herein, if you, or a service provider working for or with you, read host-read advertisements ("Host-Read Ads") during the performance of the Content you stream and/or upload to the Latflex Studio Site, you agree to comply with, and as applicable, to cause the service provider to comply with, the following additional terms and conditions: The content and script of the Host-Read Ad(s) shall be determined by the advertiser. You are obligated to read a Host-Read Ad in the form, manner, frequency, and schedule as determined and agreed between Latflex Studio and the advertiser and notified to you in writing ("Host-Read Ad Requirements"). Latflex Studio may review your performance of the Host-Read Ads to confirm that they have been performed in accordance with the Host-Read Ad Requirements. It is in Latflex Studio's sole discretion to decide if the Host-Read Ad Requirements have been met. To the extent any Host-Read Ads have not been performed in accordance with the Host-Read Ad Requirements, as determined by Latflex Studio in its sole discretion, without limiting any other rights of Latflex Studio hereunder or at law, Latflex Studio may (i) withhold funds otherwise payable to you on a pro-rata basis or in their entirety and/or (ii) seek a refund of funds previously paid to you to the extent the advertiser seeks a refund from Latflex Studio for any such non-conforming Host-Read Ads. You shall adhere to and comply with all applicable laws, rules, regulations, statutes, and ordinances in your performance of Host-Read Ads. Without limiting the foregoing, you agree to adhere to and comply with all applicable requirements of the United States Federal Trade Commission's ("FTC") advertising regulations governing endorsements, testimonials, and disclosures of material connections. For the avoidance of doubt, if applicable, you will include FTC-compliant disclosures in or around the Content in relation to any material connection with an advertiser. Further, you will not endorse any product or service in violation of the FTC regulations, including providing endorsements that suggest you use a product or service that is the subject of the Host-Read Ad if in fact you do not use any such product or service. You represent and warrant to Latflex Studio that you have the right to perform the Host-Read Ads contemplated by these Terms of Use and that in doing so you will not be in violation of any other agreement with any other party. Latflex Studio shall not be liable or responsible for anything said in the Host-Read Ad(s) or any action or in-action taken by any third party in response thereto. In addition, you understand and agree that all Host-Read Ad(s) are provided on an "AS IS" or "AS AVAILABLE" basis and Latflex Studio makes no warranty or representation that such Host-Read Ad(s) will be available, delivered, or work properly. Latflex Studio makes no promise, guarantee, representation, or warranty as to the revenues that will be generated by the Host-Read Ad(s) or as to Creator Earnings that you may be entitled to receive in relation thereto. You agree to indemnify, defend and hold Latflex Studio, its agents, advertisers, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, demand for payment, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to, or which may arise from (i) your, or, if applicable, the service provider's performance or non-performance of the Host-Read As(s) and/or (ii) your, or the services provider's breach of any term hereof.

LATFLEX STUDIO PREMIUM SUBSCRIPTIONS

Latflex Studio offers a monthly or annual premium subscription (collectively the 'Latflex Studio Premium Subscriptions'). Without limiting anything else contained herein, the following additional terms and conditions apply to the Latflex Studio Premium Subscriptions: Latflex Studio Premium Subscriptions allow you to watch programmatic advertisement-free Content on the Latflex Studio Service (i.e., website and mobile app). Content viewed with a Latflex Studio Premium Subscription may still contain live read advertisements. In addition to the terms and conditions contained in this Agreement, the terms and conditions of the applicable mobile app store apply to Latflex Studio Premium Subscriptions purchased through the Latflex Studio mobile app. Latflex Studio Premium Subscriptions are non-refundable. Latflex Studio Premium Subscriptions will automatically renew unless you cancel prior to the renewal date.

CONSIDERATION AND AGREEMENT

You agree: that there is legally sufficient consideration for this Agreement and for the rights granted and obligations undertaken by the parties herein; that this Agreement is a legally binding contract between you and Latflex Studio; that you are entering into this Agreement knowingly and willingly, and that your submission of this Agency Agreement to Latflex Studio electronically constitutes your electronic agreement, such that this Agency Agreement becomes binding upon submission.