This MASTER LICENSE AND PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is by and between Worldplay (Canada) Inc., an Alberta corporation with its principal place of business at 100, 6131 6 Street SE, Calgary, AB, Canada T2H 1L9 (“Worldplay”), and the entity or individual (“Licensee”) identified in the Statement of Work executed by Worldplay and Licensee or identified in connection with the Wordplay Account Registration Process in each case, a “Statement of Work”, and governs Licensee’s use, and Worldplay’s provision of the Worldplay Service. Each Statement of Work, is subject to this Agreement and is incorporated herein by reference. Worldplay reserves the right to change this Agreement from time to time without notice by posting those changes to this webpage (https://www.worldplaynetworks.com/wml/). If you are an individual and are entering this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind such entity to all of the terms and conditions of this Agreement. The Agreement together with any Statement of Work or attachment hereto, is made as of the date of execution of the Statement of Work (the “Effective Date”) and comprises the entire agreement. Worldplay and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Worldplay and Licensee, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS.

Capitalized terms throughout this Agreement shall have the meaning set forth immediately below or set forth elsewhere herein. All references to “Section” shall refer to sections of this Agreement, unless otherwise specified herein.

1. “Account” means the account(s) established by Worldplay to provide Licensee access to the Hosted Services in accordance with this Agreement.
2. “Account Registration Process” means the process used to initiate the Hosted Services and generate an Account used by the Licensee to access the Hosted Services.
3. “Application Programming Interfaces” and “API” shall mean the programmatic access points to the Hosted Services.
4. “Confidential Information” has the meaning set forth in Section 9.
5. “Custom Work” means graphical and user-interface changes to the Worldplay Software, created in order to adapt the look and feel of the Worldplay Software to the specific requirement of Licensee, or any other custom development, implementation and/or integration Professional Services work performed by Worldplay at Licensee’s request.
6. “Documentation” means the research documents, user manuals, reference manuals, installation guides and/or instructions, which Worldplay provides to Licensee hereunder, in conjunction with the Worldplay Software and/or Worldplay Hosted Services, either in hard copy or electronic copy, and any and all updates thereto.
7. “Intellectual Property” shall include, without limitation, copyrights, trade-secrets, Marks (as defined in Section 6 below), domain names, patents, know-how, formulation, data, technology, designs, inventions, improvements, discoveries, processes, models or sales, financial, contractual and marketing information and all other intellectual or industrial property and like rights whether or not registered and the applications thereof.
8. “Licensee Content” shall mean any content Licensee makes available to its Users via the Worldplay Hosted Services, except for User Submitted Media.
9. “Licensee System” means the system owned or licensed by Licensee underlying Licensee’s Internet service, and including, without limitation, any and all technology, know-how, trade secrets, inventions, standardized subroutines, computer programs, software tools, processes, coding, works of authorship, development tools and programming techniques which are incorporated therein (excluding Worldplay Software and Hosted Services).
10. “3rd Party Payment Services” means any consultant, agent, advisor, corporation, or independent contractor who renders services to Licensee and are not connection with Worldplay, who offers Licensee online services for accepting electronic payments by a variety of payment methods including credit card, bank-based payments such as direct debit, bank transfer, and real-time bank transfer based on online banking.
11. “Professional Services” shall mean any implementation or development or customization work performed under this Agreement, including integration of the Hosted Services with Licensee’s System, as well as any Custom Work.
12. “Publisher Content” means all of the content ingested to Worldplay via Licensee’s Account, including User Submitted Media and Licensee Content.
13. “Statement of Work” means the form supplied by Worldplay in order for Licensee to order Hosted Services and/or Professional Services under this Agreement.
14. “User” means a legal entity or person that uses the Worldplay Software, the Worldplay Network, and/or Hosted Services for online transactions such as viewing, browsing, downloading, uploading, editing and otherwise engaging with the Worldplay Software or Hosted Services. Users can include employees, students or audiences of Licensee, unless otherwise specified in the applicable Statement of Work.
15. “User Submitted Media” shall mean any content created and submitted, or imported by Licensee’s Users.
16. “Worldplay Application” means an application developed by Worldplay or its subcontractors that makes use of Worldplay Software, code and/or Hosted Services to deliver functionality to sites, and accesses APIs directly or through Worldplay Widgets.
17. “Worldplay Directory” means an indexed directory site of the content, including content metadata, in the Worldplay Network, searchable by search-engines.
18. “Worldplay Hosted Services,” “Worldplay Services,” or “Hosted Services” shall mean any of Worldplay’s solutions, offered to Licensee as a service which runs from Worldplay’s datacenter, including, without limitation, databases, metadata, files, and data either used to operate the services or incorporated therein, the system and processes, the Documentation and all corrections, updates, Custom Work, modifications and enhancements (including any and all Intellectual Property pertaining thereto). Hosted Services may include Worldplay Software which is provided to Licensees in order to facilitate access to the Hosted Services. The Hosted Services may access 3rd party web-services and/or content provided by 3rd parties and/or members of the Worldplay Network. Such access may change from time to time based on the discretion of said 3rd parties or Worldplay.
19. “Worldplay Network” means Worldplay’s global collection of content, metadata related to the content and contributors, which includes content provided by content partners, by Worldplay Licensees, and means of transporting and syndicating such content.
20. “Worldplay Software” means software developed or licensed by Worldplay, including without limitation Worldplay Widgets, Worldplay Applications, “Flash Wizards”, “Encoding and Transcoding Engines” and “Worldplay Management Console”, including their respective Documentation, and all corrections, Custom Work, updates, modifications and enhancements thereof, performed or approved by Worldplay.
21. “Worldplay Widget” shall mean Worldplay Software that is designed to access Hosted Services.

2.0 SCOPE OF AGREEMENT; BUSINESS PROCESS.

1. Licensee and its affiliates may order new or additional Hosted Services and Professional Services by executing a Statement of Work. A Statement of Work shall be effective upon execution by both Parties.
2. Unless any provisions hereof are specifically excluded or modified in a particular Statement of Work hereto, each such Statement of Work shall be deemed to incorporate therein all the terms and conditions of this Agreement and may contain such additional terms and conditions as the parties may mutually agree. Unless specifically noted, the terms and conditions contained in a particular Statement of Work shall apply exclusively to the Worldplay Software and Hosted Services provided to that particular combination of Hosted Services and Worldplay Software (and type of access to the Worldplay Network) described in such Statement of Work and shall have no effect on any other Statement of Work. In the event of a conflict between any of the provisions of this Agreement and the terms and conditions of a specific Statement of Work, the provisions of the specific Statement of Work shall prevail. Neither Party shall have any obligation with respect to any Hosted Services, including payment, delivery and/or acceptance thereof until a Statement of Work setting for the specific terms with respect to such Hosted Services has been executed by both Parties.

3.0 PERSONNEL.

1. Service Providers. Licensee shall remain at all time liable and responsible for the actions, omissions and financial obligations of all of its subcontractors (other than Worldplay) that it may use in connection with the Hosted Services or this Agreement, and agrees that such subcontractor(s) shall be subject to substantially similar obligations, including the confidentiality obligations, as set forth in this Agreement.

4.0 THE LICENSE; OWNERSHIP.

1. License to the Hosted Services, the Worldplay Software and the Worldplay Network. Subject to the terms and conditions of this Agreement, upon the execution of an applicable Statement of Work and to payment of any and all applicable amounts due to Worldplay hereunder, Worldplay will grant to Licensee, for the term of this Agreement, a worldwide, non-exclusive, non-transferable, non-sub-licensable (except to Licensee’s Users as set forth herein) limited right and license, the scope of which shall be defined in the applicable Statement of Work(s), to access and/or use the Worldplay Hosted Services, the Worldplay Software, and Worldplay Network that are described in the applicable Statement of Work(s) in accordance with their respective specifications, solely (i) for its own internal use; and (ii) for the purpose of sub-licensing Worldplay Hosted Services to Licensee’s Users. Licensee shall make no other access or use of the Worldplay Hosted Services or the Worldplay Software and/or Worldplay Network except as expressly granted herein with respect to the Worldplay Software, Worldplay Hosted Services, and Worldplay Network, in whole or in part, to any third party. Licensee hereby grants Worldplay a worldwide, royalty-free, perpetual, transferable, non-exclusive license to: (i) deliver Publisher Content in accordance with the preferences set by Licensee using its Account; (ii) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms and reports based on access to and use of Publisher Content; (iii) use, exhibit, broadcast, publish, publicly display, make available, publicly perform, distribute, promote, copy, store or reproduce Publisher Content on or through the Hosted Services or otherwise perform any action required in order to fulfill its obligations hereunder, and (iv) utilize Publisher Content to test Worldplay’s internal technologies and processes. Upon configuration of the Hosted Services, Worldplay shall grant Licensee a non-transferable, non-sub-licensable (other than to its Users) license to search and access the Worldplay Network, during the term of this Agreement, provided that Licensee hereby grants a license to Worldplay to include its Publisher Content and related metadata in the Worldplay Network and agrees is shall be indexed and become searchable and previewable via search engines and the Worldplay Directory.
2. Ownership. The Parties expressly understand and agree that the Worldplay Hosted Services, the Worldplay Software(s), Worldplay’s Confidential Information, and all Intellectual Property with respect to the foregoing, are and shall remain the sole and exclusive property of Worldplay; and (ii) the Licensee System, Licensee’s Confidential Information, Publisher Content, and all Intellectual Property with respect to the foregoing, are and shall remain the sole and exclusive property of Licensee.
3. Protection of Rights. Both Parties shall cooperate with each other in protecting their respective rights in the Worldplay Software(s), the Worldplay Hosted Services, the Worldplay Network, Licensee System, and Licensee Content, including their Intellectual Property and Confidential Information. Without limiting the foregoing, each Party agrees to notify the other Party promptly in the event that such Party becomes aware of any infringement of any such rights held by the other Party. Each Party shall exclusively have the right, in its sole discretion, to prosecute lawsuits against any third party for infringement of its rights and the other Party shall fully cooperate with it, at such Party’s (whose rights have infringed upon) expense, in the prosecution of any such suit, demand or claim.
4. Publisher Content. Worldplay does not endorse any Publisher Content or any opinion, recommendation, or advice expressed therein, and Worldplay expressly disclaims any and all liability in connection with Publisher Content. Licensee shall ensure that its Account is not used in connection with copyright infringing activities, any infringement of intellectual property rights, and/or any illegal, defamatory, libelous, threatening, pornography or obscenity, or content which would generally considered to be primarily of an “adult” nature, harassing, hateful, racially or ethnically offensive, or that encourages conduct that would be considered a criminal offense. Licensee acknowledges and agrees that Worldplay does not screen or review Publisher Content on the Hosted Services to determine whether it contains false or defamatory material, or material which is offensive, indecent, objectionable, invasive of another’s privacy or publicity rights, or which contains errors or omissions. Under no circumstances will Worldplay be liable in any way for any Publisher Content, including, but not limited to, for any defamation, falsehoods, errors or omissions in any such Publisher Content, or for any loss or damage of any kind incurred as a result of the use or publication of any such content posted, delivered, emailed or otherwise transmitted via the Hosted Services. Worldplay reserves the right to decide whether Publisher Content violates these Terms of Service and may remove any Publisher Content. Worldplay will make reasonable efforts to provide Licensee with prior notice before removing Publisher Content, but Worldplay reserves the right to remove Publisher Content without prior notice to Licensee in the event that such reasonable efforts are unsuccessful.
5. To the extent that Worldplay has provided you with permission to embed Publisher Content via a widget, embedded player or other technology that allows you to embed or stream Publisher Content on or to another site, you may not modify, enhance, remove, interfere with, or otherwise alter in any way any portion of such technology, any digital rights management mechanism, device, or other content protection or access control measure associated with Publisher Content, or any advertisement delivered with Publisher Content. You are also prohibited from disabling, modifying, interfering with or otherwise circumventing any technology to allow users to view Publisher Content without:
   1. displaying visibly both Publisher Content and all surrounding elements (including the graphical user interface, any advertising, copyright notices, and trademarks); and
   2. having full access to all functionality permitting viewing of Publisher Content, including, without limitation, all video quality and display functionality and all interactive, elective or click-through advertising functionality.
6. Social Networks. You understand and agree that the Hosted Services may include integration with social network(s) such as, but not limited to Facebook, LinkedIn, Twitter, and/or Instagram (“Social Network”). If you have linked your account on this Hosted Services with a Social Network, or if you explicitly click on any of the social links on this Hosted Services your activities (e.g., video viewing, interactions with members and/or advertisers) may be posted to these social networks. Where Hosted Services contains a plug-in to a Social Network, these are clearly marked (e.g. with a Facebook button). If you chose to click on one of these buttons or links, your browser connects directly to the servers of the relevant Social Network. The Social Network directly transmits the content of the plugin to your browser. If you are registered on the relevant Social Network and logged into your respective account, the Social Network receives certain relevant information about the Published Content and the specific page that you are viewing. If you interact with a Social Network plug-in (e.g. you press the Facebook “Like” feature, the Twitter “Tweet this” feature and Google Plus “1+” button or equivalent) or comment on the appropriate web page, the corresponding information is directly transmitted to the relevant Social Network from your browser. If you are not registered with the Social Network or you are logged out before you visit our Website, there is the possibility that at least your IP address will be submitted to and stored by the Social Network. If you link your account with a Social Network account you may be permitting us to have on-going access to certain information from your social network profile (such as name, social networking id page, email address, photo, gender, location, the people/sites you follow etc.). The information that you share with us will be listed when you link your account. If you don’t want the Social Network to collect the information about you described above, or to share it with us and other third parties, please review the privacy policy of the relevant Social Network and/or log out of the relevant Social Network before you visit our online services. As with other sites, you may be able delete any existing cookies placed on your computer by the Social Network via your browser
7. Wireless devices. The Hosted Services may offer certain features and services that are available to you via your wireless device. These features and services may include the ability to access the Hosted Services features and upload content to the online services, receive messages from the online services, and download applications to your wireless device (the “Wireless Features”). Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless device. In addition, your carrier may charge you for standard messaging, data, and other fees to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. We have no responsibility or liability for any fees or charges you incur when using Wireless Features. You should check with your carrier to find out whether any fees or charges will apply, what plans are available and how much they cost. You should also contact your carrier with any other questions regarding these issues.
8. Cookies and other tracking technologies. Some parts of our Hosted Services may utilize “cookies” and other tracking technologies. A “cookie” is a small text file that may be used, for example, to collect information about website activity. Some cookies and other technologies may serve to recall Personal Information previously indicated by a website user. Most browsers allow you to control cookies, including whether or not to accept them and how to remove them. You may set most browsers to notify you if you receive a cookie, or you may choose to block cookies with your browser. Worldplay uses Google Analytics, including Google Analytics Demographics and Interest Reporting to provide us with anonymized reports of our website traffic. In accordance with Google Analytics’ policies we do not combine any of the personal information you provide with us with the aggregated anonymous data provided by Google Analytics. You can opt-out of Google Analytics’ data collection via their opt-out management page.

5.0 FEES; Free Accounts; Beta Services.

1. Free Accounts. Worldplay may from time to time offer free Hosted Service Accounts, such as Free-trial Accounts. Unless otherwise specified during the Account registration process, the terms and conditions of this Agreement shall govern the use of such free Accounts. Worldplay may terminate any free Account at any time without notice, in its sole discretion. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE HOSTED SERVICE IS PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND IN CONNECTION WITH FREE ACCOUNTS.
2. Beta Services. Worldplay may from time to time offer Hosted Services that are not generally available to all Worldplay customers (“Beta Services”). Unless otherwise indicated, all Beta Services will be offered at no cost and will be identified as “beta” or in a manner that indicates that the Beta Service is in limited release or pre-release. Such Beta Services are still in development and Worldplay may change aspects of the Beta Services at any time, including prior to general release. Licensee will not be obligated or required to use any Beta Services. Worldplay may cease offering any Beta Services, or cease offering such services at no cost, at any time and without notice, in its sole discretion. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, BETA SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND.
3. Fees and Payment Schedule. Licensee shall pay Worldplay the fees set forth in the Statement of Work in accordance with any additional payment terms set forth therein. Payment for all invoices is due upon receipt or as per the Statement of Work. Monthly service fees shall commence on the date set forth in the Statement of. All fees are exclusive of GST and any other applicable sales tax. If Licensee is purchasing the Hosted Services with a credit card, additional terms apply (“Credit Card Terms”).
4. Changes to Fees and the Agreement. With at least 30 days’ prior notice to Licensee, Worldplay may change the terms (including the fees) and/or Entitlements of Licensee’s Plan. Any changes will be set forth in a Statement of Work Amendment with terms set forth therein.
5. Credit Card Terms: If Licensee is purchasing Hosted Services with a credit card, these Credit Card Terms are incorporated into and form a part of the Agreement.
   1. Licensee’s Credit Card Information. Licensee agrees that Worldplay may share Licensee’s Statement of Work Information with third-party credit card processing companies for the purpose of verifying the accuracy of Licensee’s Statement of Work and processing and charging Licensee’s credit card for Licensee’s Statement of Work.
   2. Statement of Work. Licensee agrees to provide true, accurate and complete information in connection with its credit card Statement of Work, including Licensee’s legal name, address, telephone number, email address and billing information (“Order Information”). Licensee agrees to maintain and promptly update its Order Information and any other information Licensee provides to Worldplay or to a credit card processing company in connection with its use of the Hosted Services. An authorized representative of Licensee may change Licensee’s Order Information at any time. Worldplay may cancel Licensee’s credit card Statement of Work, upon notice and 5 days’ opportunity to cure, if Worldplay determines that Licensee’s Order Information is not accurate.
   3. Credit Card Charges. By submitting a credit card Statement of Work, Licensee agrees that Worldplay is authorized (and will continue to be authorized until the credit card Statement of Work is terminated) to charge a Worldplay Service fee, including any additional usage fees and any applicable taxes, to the credit card Licensee provided in connection with its credit card Statement of Work. Licensee acknowledges and agrees that the amount charged may vary from month to month or year to year due to additional usage fees that may be incurred by Licensee pursuant to its Plan (as defined below). Licensee authorizes Worldplay to charge Licensee’s credit card for such varying amounts. Worldplay does not guarantee that Licensee’s credit card will be charged by a specific day of the month. All fees are payable in the currency specified in Licensee’s credit card Order.
   4. Term of Credit Card Orders. The period of each credit card Order commences when the Order Information has been validated and accepted and continues until the Agreement and/or the credit card Order is terminated or cancelled in accordance with the Agreement (the “Order Term”).
   5. Locked Accounts for Payment Failure. If Licensee’s credit card cannot be charged for any reason, Worldplay may, in addition to any other rights Worldplay may have, immediately and without notice to Licensee, terminate Licensee’s use of the Worldplay’s Hosted Service or suspend Licensee’s use of the Worldplay Hosted Service until such time as all applicable charges are successfully applied to Licensee’s credit card.
   6. Fees Charged by Licensee’s Credit Card Issuer, Bank or Financial Institution. Licensee is solely responsible for any and all fees charged to Licensee’s credit card by Licensee’s credit card issuer, bank or financial institution, including membership, overdraft, insufficient funds and over-the-credit-limit fees.
   7. No Refunds. All fees are nonrefundable. For clarity and avoidance of doubt, Worldplay has no obligation to issue refunds or credits for any unused Entitlements (as defined below), partial months or in connection with any downgrade, cancellation, termination or otherwise.
   8. Changes to Fees and the Agreement. With at least 30 days’ prior notice to Licensee, Worldplay may change the terms (including the fees) and/or Entitlements of Licensee’s Plan. Licensee will have an opportunity to cancel or change its credit card Order prior to such changes going into effect. Licensee hereby acknowledges and agrees that its failure to cancel or change its credit card Order within the 30-day notice period constitutes Licensee’s affirmative acceptance of the Plan changes.
   9. Cancellation by Worldplay. In addition to any other termination rights Worldplay has under this Agreement, Worldplay may, with at least 30 days’ prior notice to Licensee, cancel Licensee’s credit card Order at any time in Worldplay’s sole discretion. Any charges incurred by Licensee up to the cancellation date (pro-rated fees, monthly fees and/or additional usages fees) that have not been charged to Licensee’s credit card prior to cancellation will be charged to Licensee’s credit card following cancellation. For clarity and avoidance of doubt, if Licensee has more than one credit card Order in effect, any cancellation of one credit card Order pursuant to this section terminates that credit card Order only and other credit card Orders remain in effect.
   10. Entitlements. From time to time, Worldplay may offer one or more Hosted Services to customers (each, a “Plan”). The usage entitlements (the “Entitlements”) include a defined allotment Storage and Streaming. The features and fees for each Plan are described on the Wordplay website or will otherwise be communicated to Licensee by Worldplay.
   11. Monthly Plans. Licensee may purchase a monthly Plan, which will begin on the date on which Licensee submits a credit card Order. Upon submission of a credit card Order, Worldplay will charge Licensee’s credit card for the first month of a monthly Plan, prorated for the number of days remaining in that calendar month. Thereafter, annual or monthly Worldplay Hosted Service fees will be charged to Licensee’s credit card, in advance, on or around the first day of each calendar month (as applicable), until the credit card Order is terminated.
   12. Additional Usage Fees. If Licensee exceeds any of the Entitlements of its Plan, Worldplay will charge Licensee’s credit card the additional usage fees identified in Licensee’s credit card Order in the calendar month following the month in which Licensee incurred such additional usage fees.
   13. Changes to Licensee’s Plan. Upgrades. Licensee may upgrade its Plan at any time by completing an upgrade request via the website. Upgrades will take effect upon completion of an upgrade request. (i) Licensee’s credit card will be billed the difference in fees between Licensee’s existing Plan and its new Plan, prorated for the number of days remaining in the then-current calendar month and (ii) the Entitlements in Licensee’s new Plan will apply to the entire month in which the upgrade goes into effect. Downgrades. Licensee may downgrade its Plan at any time by contacting the Worldplay sales team via the Worldplay website. Licensee will not be refunded for the difference in fees between its existing Plan and its new Plan. Licensee’s new Plan will take effect on the day following the last day of the Order Term.
   14. Cancellation by Licensee. Licensee may cancel a monthly credit card Order by contacting the Worldplay sales team via the Worldplay website. Licensee’s cancellation must be finalized prior to 11:59 pm (Eastern Time) on the last day of the then-current calendar month in order for the cancellation to take effect at the end of such month. Licensee will not receive a refund for any days remaining in the month after the cancellation takes effect at the end of the current month. Any fees (Wordplay Hosted Service fees and/or any additional usage fees) that are owed and have not been charged to Licensee’s credit card prior to cancellation will be charged to Licensee’s credit card following cancellation. Worldplay is not responsible for Licensee’s failure to properly cancel a credit card Order, or for any credit card charges and fees Licensee may incur as a result of such failure.
   15. Definitions. The following terms have the definitions provided below:
       1. “Bandwidth” means the total amount of GBs transferred by Worldplay on behalf of Licensee in connection with Licensee’s use of the Hosted Service.
       2. “GB” means 1,000,000,000 bytes.
       3. “Video” means a video file stored by Licensee in Licensee’s Account.
6. Currency; Interest. Unless otherwise specified in the applicable Statement of Work, Licensee shall pay Worldplay all fees and other amounts due pursuant to this Agreement and applicable Statement of Works solely and exclusively in Canadian Dollars (unless an alternative currency is agreed to by both parties). Any late payment shall accrue interest at the monthly rate of two percent (2%) on any outstanding balance from the due date, or the maximum rate permitted by law, whichever is less, plus all collection-related expenses.
7. Taxes. All payments hereunder are exclusive of any and all applicable sales, use, excise, import, export, value-added and similar taxes and governmental charges. Licensee may from time to time collect fees utilizing 3rd Party Payment Services in order to allow access to Published Content on the Hosted Service. Licensee is solely responsible (i) for determining what, if any, Taxes apply to payments collected related to the fees collected ; and (ii) assessing, collecting, reporting, or remitting Taxes to the appropriate tax authority. Worldplay is not obligated to nor will Worldplay determine the applicability of any Taxes, or calculate, collect, report, or remit any Taxes to any tax authority arising from payments collected. Licensee may use 3rd Party Payment Services to receive recurring or subscription payments from Users. If Licensee use the 3rd party Payment Services to submit these recurring or subscription charges, Licensee agree to comply with applicable Laws, including clearly informing Users in advance of submitting the initial charge that they will be charged on an ongoing basis and explaining the method for unsubscribing or cancelling their recurring billing or subscription. If Licensee engage in transactions with Users who are individuals (i.e. consumers), Licensee specifically agree to provide consumers disclosures required by Law, and to not engage in unfair or deceptive acts or practices.
8. Professional Services. Unless otherwise specified in the Statement of Work, fees for Professional Services will be on a time and materials and expense basis. Implementation of final deliverables may be dependent on Licensee making assets and internal resource available to Worldplay.
9. Non-Payment and Suspension. In the event of non-payment or late payment by Licensee, Worldplay reserves the right to suspend or terminate Licensee’s access to the Hosted Services following written notice that has not been cured within 30 days of the date of such notice. Worldplay shall not be liable for any damages suffered by Licensee as a result of such suspension or termination. Worldplay will continue to invoice Licensee for the fees specified in the applicable Statement of Work during any period of service suspension due to Licensee’s non-payment or late payment.  

6.0 TRADEMARKS.

1. License of Marks. During the term of this Agreement, each Party hereby grants to the other Party subject to the terms and conditions of this Agreement, a limited, royalty-free, non-exclusive, non-transferable, non-sub-licensable, worldwide right and license to use and display, solely to the extent necessary for the other Party to perform its obligations hereunder, such Party’s trade names, trademarks, service marks and associated logos and other promotional materials (“Marks”). Each Party will attribute the Marks of the other Party used pursuant to this Section with a statement to the effect that such Marks are owned by the other Party. Without limiting the above, Licensee may brand the Hosted Services as agreed upon in the particular Statement of Work, provided, however, that at all times the labeling shall indicate that the Hosted Services and the Worldplay Software are licensed, developed or owned by Worldplay, and are “powered by Worldplay”, and shall display the Worldplay logo. Each of the Worldplay Widgets shall also include an invisible HTML tag, link and anchor text linking to a URL provided by Worldplay, which may be changed by Worldplay at any time.
2. Reservation of Rights in Marks. Each Party will retain all right, title and interest in and to its Marks, and all goodwill associated with use of such Marks will inure solely to its benefit. All use of a Party’s Marks by the other Party shall conform to good trademark usage practice or any reasonable trademark usage guidelines or instructions that such Party may provide the other Party from time to time.

7.0 REPRESENTATIONS AND WARRANTIES.

1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party for the duration of the term hereof that:
   1. Authority to Conduct Business. It has all powers and authority necessary to own, operate and lease its assets and properties and to carry on its business as now being conducted.
   2. Corporate Authority. It has sufficient powers and authority to enter into this Agreement and to perform its obligations hereunder and grant the rights granted to the other Party hereunder.
   3. No Violation. The execution and delivery of this Agreement and the performance and consummation of the transactions contemplated hereby will not violate or result in a breach by such Party of its articles of incorporation or bylaws, any other agreement or understanding to which it is a party, or any lien, resolution, legal or administrative order or statutory provisions to which it is subject.
2. No Warranty to Licensee’s Users and Third Parties. NOTHING IN THIS AGREEMENT IS INTENDED TO CONSTITUTE OR CREATE ANY REPRESENTATION OR WARRANTY BY WORLDPLAY TO LICENSEE’S USERS, OR ANY OTHER THIRD PARTY, DIRECTLY OR AS A THIRD PARTY BENEFICIARY, WITH RESPECT TO THE WORLDPLAY SOFTWARE, HOSTED SERVICES, CONTENT, PROFESSIONAL SERVICES OR OTHERWISE.
3. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, WORLDPLAY MAKES NO, AND HEREBY SPECIFICALLY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PERSONAL DATA, HOSTED SERVICES, WORLDPLAY SOFTWARE, WORLDPLAY NETWORK, CONTENT, AND OTHER SERVICES CONTEMPLATED BY THIS AGREEMENT OR OTHERWISE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, AND WORLDPLAY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

8.0 LIMITATION OF LIABILITY.

1. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION LOST REVENUES OR LOST PROFITS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT (INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT), TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN WARNED IN ADVANCE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT SHALL EITHER PARTY’S MAXIMUM LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY LICENSEE TO WORLDPLAY PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
2. Notwithstanding section 8.a above, Licensee shall indemnify, defend, and hold Worldplay, its subsidiaries and affiliates, and/or their respective directors, officers, shareholders and employees, harmless, to the fullest extent allowed by law, regarding all matters related to Customer Content and User Submitted Media, including but not limited to any claims regarding inaccurate, offensive, indecent, libelous, defamatory, invasive of another’s privacy or publicity rights, objectionable or infringing content.

9.0 CONFIDENTIAL INFORMATION.

1. Confidential Information. Each Party acknowledges and agrees that, in the course of this Agreement and the Parties’ relationship, it may be given access to or otherwise obtain Confidential Information of the other Party. For purposes hereof, the term “Confidential Information” shall include non-public information about the disclosing Party’s business or activities that is proprietary and confidential, including, without limitation, all business, financial, technical and other information of a party marked or designated as “confidential” (or some similar designation) or that, by its nature or the circumstances surrounding its disclosure, should reasonably be regarded as confidential. Each Party hereby agrees to (i) use the Confidential Information of the disclosing Party solely for the purpose of performing its obligations under this Agreement; (ii) hold the other Party’s Confidential Information in strict confidence, and; (iii) not disclose such Confidential Information, or any part thereof, to any third party, except those of its officers, employees or professional advisors with a strict “need to know” in order for the receiving Party to perform its obligations hereunder; provided that such officers, employees or professional advisors shall, prior to any disclosure, have agreed by signed writing or otherwise be bound to confidentiality obligations no less strict than those described herein.
2. Exclusions. Confidential Information shall not include (i) any information already rightfully in the public domain at the time of its disclosure, or subsequently released into the public domain by the disclosing Party; (ii) any information already rightfully in the possession of the receiving Party at the time of its disclosure by the disclosing Party without an obligation to maintain its confidentiality; (iii) any information that is independently developed by the receiving Party without use of or reference to any Confidential Information of the disclosing Party, in either case such fact being proven through documentary evidence; (iv) information obtained by the receiving Party from a third party not in breach of any confidentiality obligations to the disclosing Party; or (v) information required to be disclosed by law, a court order or competent government authority, provided that in such case the receiving Party shall promptly inform the disclosing Party of such requirement of disclosure prior to the disclosure such that the disclosing Party has an opportunity to object to the production or disclosure through seeking a protective order.
3. Each Party (as the receiving Party) acknowledges that the disclosing Party considers its Confidential Information to contain trade secrets of the disclosing Party and that any unauthorized use or disclosure of such information would cause the disclosing Party irreparable harm for which its remedies at law would be inadequate. Accordingly, each Party (as receiving Party) acknowledges and agrees that the disclosing Party will be entitled, in addition to any other remedies available to it at law or in equity, to seek the issuance of injunctive relief, without bond, enjoining any breach or threatened breach of the receiving Party’s obligations hereunder with respect to the Confidential Information of the disclosing Party, in addition to such further injunctive relief as any court of competent jurisdiction may deem just and proper.

10.0 TERM AND TERMINATION.

1. Term of this Agreement. This Agreement shall be effective as of the Effective Date and shall remain in force for as long as there is an executed Statement of Work in effect, unless terminated as set forth herein (“Master Agreement Term”). Notwithstanding the above it is acknowledged by the Parties that each Statement of Work may be in effect only for a specific period of time (“Statement of Work Initial Term”) as set out in each respective Statement of Work. Furthermore, it is acknowledged that the Parties may set out such period of time for which the term of such Statement of Work may be extended (“Statement of Work Renewal Term”) after the expiry of the Statement of Work Initial Term or Statement of Work Renewal Term, as the case may be. Subject to Sections 5e, 10b, and 10c of this Agreement, if Licensee continues to use the Worldplay Software and/or Hosted Services after the expiration of the term of an Statement of Work, but declines to renew the term of the Statement of Work, Worldplay shall have the option to charge Licensee for its ongoing usage pursuant to pricing set forth in the Statement of Work. Usage of the Hosted Services shall include, without limitation, any form of storage, streaming, transcoding, and/or login for monthly platform fees for any month in which there was any usage.
2. Termination. This Agreement may be terminated as follows:
   1. By either Party, upon thirty (30) days’ prior written notice to the other Party (specifying in reasonable detail the nature of the material breach), if such other Party materially breaches this Agreement and fails to cure such breach within such thirty (30) day period.
   2. By either Party, immediately upon written notice to the other Party, if: (i) a receiver is appointed for such other Party or its property, (ii) such other Party makes an assignment for the benefit of its creditors, (iii) any proceedings are commenced by, for, or against such other Party under any bankruptcy, insolvency or debtor’s relief law for the purpose of seeking a reorganization of such other Party’s debts, and such proceeding affects the quality of services such Party provides under this Agreement, or (iv) such other Party is liquidated or dissolved.
3. Effect of Termination. Immediately upon expiration or termination of this Agreement or its applicable Statement of Work: (i) Licensee shall pay to Worldplay any and all amounts then due and outstanding under this Agreement; (ii) all rights and licenses granted hereunder, and all obligations and covenants imposed hereunder, shall immediately cease, except as otherwise expressly provided herein; and (iii) each Party shall: (a) stop using all Confidential Information, Marks and/or any other proprietary materials of the other Party then under its possession or control (including, without limitation, the Worldplay Software(s) and Licensee System, as applicable; (b) erase or destroy all such Confidential Information, Marks and/or any other proprietary materials residing in any computer memory or data storage apparatus; and © at the option of such other Party, either destroy or return to such other Party all such Confidential Information, Marks and/or any other proprietary materials in tangible form and all copies thereof. Any such destruction referenced in (b) or © above shall be, upon request, certified in writing to the disclosing Party by an authorized officer of the receiving Party supervising such destruction.
4. Survival. The following provisions shall survive any termination of this Agreement: Sections 5-11 and the Statement of Work(s).

11.0 GENERAL TERMS.

1. Marketing and Press Release. Licensee agrees that Worldplay may list Licensee as a customer. The Parties may issue a mutually agreed upon press release following the signing of this Agreement. No news releases or public announcements relating to this Agreement, its existence, its subject matter, or its terms and conditions shall be made by either Party without the prior written consent of the other Party.
2. Relationship of the Parties. Each Party to this Agreement shall be deemed to be an independent contractor of the other Party. Nothing contained herein or in any other writing shall imply any partnership, joint venture, agency or master/servant relationship between the Parties and neither Party shall have the power to obligate or bind the other in any manner whatsoever.
3. Force Majeure. Except as otherwise expressly provided in this Agreement, neither Party shall be liable for any breach of this Agreement for any delay or failure of performance resulting from any cause beyond such Party’s reasonable control.
4. Amendment. No amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by duly authorized signatories of Worldplay and Licensee.
5. Assignment. Neither Party may assign, subcontract, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the other Party’s prior written approval, whether by contract, operation of law or otherwise. Any attempt to do so without such approval shall be void. Subject to the foregoing sentence, this Agreement shall inure to the benefit of, and be binding upon, the Parties and their respective successors and assigns. Notwithstanding the foregoing, neither Party need obtain the consent of the other Party prior to assigning this Agreement (a) to an affiliate of the assigning Party, or (b) to any third party acquiring all or substantially all of the assets relating to this Agreement or a controlling interest in the voting stock or voting interest of the assigning Party or any controlling affiliate of the assigning Party.
6. Notice. All notice required to be given under this Agreement must be given in writing and delivered either by hand, verifiable e-mail, certified mail (return receipt requested, postage pre-paid) or nationally recognized overnight delivery service (all delivery charges pre-paid) and addressed, if to Licensee, to the contact identified in the Statement of Work completed by Licensee and, if to Worldplay, to Worldplay (Canada) Inc, 100, 6131 6 Street SE, Calgary, AB, Canada T2H 1L9, attn: General Counsel.
7. Severability. If the application of any provision or provisions of this Agreement to any particular facts or circumstances shall be held to be invalid or unenforceable by any court of competent jurisdiction, then (i) the validity and enforceability of such provision or provisions as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby, and (ii) such provision or provisions shall be reformed without further action by the Parties hereto to and only to the extent necessary to make such provision or provisions valid and enforceable when applied to such particular facts and circumstances.
8. Governing Law. The validity, interpretation, enforceability, and performance of this Agreement shall be exclusively governed by and construed in accordance with the laws of the Province of Alberta, Canada. The Parties hereby agree to submit to the exclusive jurisdiction of the courts of Alberta.
9. Third Parties. Except as specifically set forth or referred to herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any individual or entity other than the Parties hereto and their successors and permitted assigns any rights or remedies under or by reason of this Agreement.
10. Titles and Headings. The titles and headings of the Sections and other subdivisions of this Agreement are for convenience of reference only and shall not modify, define or limit any of the terms or provisions of this Agreement.
11. Entire Agreement. This Agreement (i) constitutes the binding agreement between the Parties, (ii) represents the entire agreement between the Parties and supersedes all prior agreements, conversations, negotiations, understandings, term sheets, letters of intent, and confidentiality agreements relating to the subject matter contained herein, including any preprinted terms on any ordering documents.
12. Counterparts. This Agreement may be executed in any number of counterparts. All counterparts, taken together, will constitute one agreement.
13. This Agreement shall come into effect between the Parties only upon execution of a Statement of Work by both Parties.

Last Update: May 15, 2020
Addition of 3rd Party Payment Services definition