CINSAY PLATFORM LICENSE AGREEMENT

Income Taxes. Parties are separately and individually responsible for any income taxes or similar taxes based on respective net income and revenue from Custom Platform or otherwise resulting from this Agreement.

Payment Processing. Cinsay will administer the payment processing function of the Cinsay Platform and will disburse the Net Revenues, less Cinsay's Revenue Sharing amounts, to Licensee on a monthly basis via the Automated Clearing House (ACH) system.

Ad Production Fees. Should Licensee choose to utilize Cinsay to produce original advertising video content to promote Licensee's products or web-site, Licensee agrees to pay Cinsay $2,000.00 for each advertising episode (up to 120 seconds in length) and additionally all out of pocket costs, including but not limited to stock footage, talent and travel costs, plus 10%,.

Ad Servicing Component. Cinsay will license its Ad Servicing Component to facilitate advertising operations services with its own assets through the Cinsay Platform. No ad placement or CPM shall be provided by Cinsay whatsoever under the Ad Servicing Component, which shall be the sole responsibility of Licensee using License's own assets.

General. Subject to Licensee's timely payment of all Monthly Service Fees, Licensee will receive Updates and Upgrades to the Cinsay Platform as part of Cinsay's routine maintenance schedule as set forth in Exhibit B.

Hosting Services. The Cinsay Platform is separately hosted by Cinsay, components of which are licensed under this Agreement as part of the Custom Platform and embedded into the designated Licensee Website. The Custom Platform shall be subject to the hosting services set forth in Exhibit B.

General. Licensee is solely responsible for the creation, acquisition, delivery, input, editing, and ongoing upkeep and maintenance of any and all content required for the Custom Platform. Cinsay is responsible only for providing the Custom Platform and the initial training of Licensee for the input of content. if Licensee content includes "feeds" from outside sources, Cinsay will configure the Custom Platform to receive said feed(s) as per the SOW. Any additional feeds or content sources that require Cinsay "work" will either need to be accomplished during the monthly paid support time, or, will need to be handled on an hourly or project basis, to be separately agreed upon between the parties.

Acceptable Content. Notwithstanding anything contained herein to the contrary, in no event shall Cinsay be obligated to publish the Content if it is deemed un-satisfactory in the sole judgment of Cinsay, including without limitation that the Content is not appropriate for the Cinsay Platform, is deficient, violates any law or any rights of any third party, is provided in breach of this Agreement or is unlawful, harassing, vulgar, harmful, abusive, obscene, pornographic, is spam, does further phishing, spoofing or similar unlawful acts, indecent, threatening, libelous, slanderous, hateful, discriminatory, defamatory, false, misleading or otherwise objectionable. Cinsay shall have the right to cease displaying and distributing any Content in the Cinsay Platform in Cinsay's sole and exclusive discretion. Cinsay is not and shall not be responsible for the Content and is not responsible for verification of such Content. Any verification made by, or on behalf of Cinsay, or any failure by Cinsay to verify, shall not constitute a defense for Licensee in any action based upon a breach of any of the warranties made by Licensee under this Agreement. Licensee is solely responsible for all Content including derivatives of such Content. No revisions made by Licensee and or Cinsay to the Content shall be deemed to affect or limit Licensee's warranties or indemnity made hereunder, which shall also apply to the revised and/or derivative Content.

transfer, sell, assign, sublicense, rent, lease, convey or distribute the Cinsay Platform Software or Documentation to any third party;

modify, merge or compile all or any portion of the object code of the Cinsay Platform Software into any system other than the designated Licensee Website;

license the Cinsay Platform Software or Documentation or any methods, data structures, or other proprietary technology therein to any third party;

remove any identification, copyright notices, or other proprietary notices or restrictions from the Cinsay Platform Software or Documentation; or

reproduce the Cinsay Platform Documentation other than for internal business operations.

Rights Clearance. Licensee will not publish to its Custom Platform or provide to Cinsay any Content, including UGC or other third-party content, for which the provision, use, modification, reproduction, hosting, distribution, performance and transmission of will violate any law or any Intellectual Property Rights of any third party. Licensee warrants and represents and unconditionally guarantees that any and all such Content or materials published into the Custom Platform and/or in the Cinsay Platform, are owned or appropriately licensed by Licensee and that the published or provided content does not violate the rights, digital rights management, copyrights, marks, registrations, permissions and consents of any and all relevant third parties. Licensee will hold harmless, protect, and defend Cinsay and its employees and/or agents from any claim or suit arising from the use of such elements provided by Licensee. If such Content or materials published or provided by Licensee require permission from others, including but not limited to: any writings, drawings, photographs, trademarks, trade names, screens, on-line material, or other material in and/or on the Content for publication of the Content or for the exercise or disposition of any of the rights granted to Cinsay hereunder, then Licensee shall obtain proper and complete written permission from the owner of said materials, at Licensee sole cost and expense, prior to publication of said materials to its Custom Platform or delivery to Cinsay, Licensee shall deliver copies of any such required written permissions to Cinsay.

Licensee. Licensee shall indemnify and hold Cinsay and its directors, officers, agents, employees, agents and affiliates harmless from and against any and all claims, liabilities, costs, damages, fees and expenses (including reasonable attorney fees) resulting from, arising out of or related to any breach or alleged breach of the warranties by Licensee set forth in this agreement, or any third party claim that the Content infringes, misappropriates or violates any Intellectual Property Right. Cinsay shall promptly notify Licensee in writing of any third party claim or suit and Licensee shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Cinsay may participate at its own expense in the defense of any such action at its sole discretion.

Confidential Information: For purposes of this Agreement, the term "Confidential information" means all information, including information that is not generally known by the public and that is obtained by one party from the other, or, is learned, discovered, developed, conceived, originated, or prepared by either party during the process of performing this Agreement, and/or relates directly to the business or assets of either party, as well as any additional non-public information that is orally or visually disclosed and as to which the disclosing party makes a contemporaneous oral statement and then describes and confirms as confidential in a writing sent to the other party within 30 days of the original disclosure. The term "Confidential Information" shall include, but shall not be limited to: proprietary information, inventions, discoveries, trade secrets, and know-how; computer software code, designs, routines, algorithms, and structures; product information; research and development information; lists of clients and other information relating thereto; financial data and information; business plans and processes; and any other information that Parties inform each other, or that Parties should know by virtue of their respective positions. Licensee agrees to protect the confidentiality of the Cinsay Platform Software and Documentation. Licensee agrees that it will not provide a copy of such Software or Documentation nor divulge any proprietary information of Cinsay to any person, other than its employees or contractors, without the prior written consent of Cinsay; Licensee shall use its best efforts to see that any user of the Software complies with this License.

Return of Confidential Information. Promptly upon termination of this Agreement, or upon notice, Parties shall return to each other (a) all other Confidential Information in each Party's possession or control, and all documents and other tangible media containing or reflecting such Confidential Information; and (b) all other property of the other Party. Parties shall not retain or cause to be retained any copies of the foregoing. Parties hereby agree that all of the foregoing shall be and remain the property of the respective Party and be subject at all times to the owning Party's discretion and control.

Termination by Licensee for Default. If this Agreement is terminated by Licensee because of Cinsay's material default of Cinsay's obligations herein, Licensee may, after thirty (30) days written notice to Cinsay and a reasonable opportunity to cure, require Cinsay to immediately deliver to Licensee copies of all Licensee Content. Upon such termination, Licensee shall have no further obligation for remaining Monthly Service tees for the remainder of the then-current term. After such notice, Licensee may pursue all legal and equitable remedies against Cinsay.

Interpretation. Each party agrees and acknowledges that, except as set forth in this Agreement, it is not relying upon any representations, statements or interpretation of the other party or its agents and representatives in entering into this Agreement or otherwise. This Agreement has been negotiated by the parties and their respective counsel and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party.

Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, or any other cause beyond the reasonable control of such party. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted or caused by such party, or its employees, officers, subcontractors, agents or affiliates. If the affected party is unable to resume performance of obligations hereunder within thirty (30) days, the unaffected party may terminate this Agreement.

Complete Agreement. This Agreement together with all exhibits, appendices or other attachments, is the sole and entire Agreement between the parties relating to the subject matter hereof. This Agreement supersedes all prior supersedes any prior or contemporaneous written or oral representations, discussions, proposals, understandings and the like, agreements and documentation relating to such subject matter. In the event of a conflict between the provisions of the main body of this Agreement and any attached exhibits, appendices or other materials, this Agreement shall take precedence.

Maintenance. Cinsay shall provide the Licensee with all Updates which are made generally available to other Licensees of the Cinsay Platform. Within 20 (twenty) working days after such Updates have been made commercially available, Cinsay will install an Update on Licensee's Custom Platform, provided, however, that the Updates shall only include (i) all minor releases containing error corrections and all minor enhancements, which are made commercially available by Cinsay during the term of this Maintenance Agreement, and (ii) any corrections and updates to the associated documentation. The term "commercially available" means that such item has been made generally commercially available in a post-beta (i.e., a production) version.

Support. Beginning on the Effective Date, Cinsay will provide Licensee with technical support ("Support"). Only designated Support contact(s) may make support requests via Cinsay's support line and/or support e-mail address. Support will include:

Support Options/Methods: Support will be provided by at least one of the following methods: telephone, email, or World Wide Web. Cinsay will use the method(s) that is reasonably suitable under the circumstances in light of the nature and severity of the circumstance requiring Support,

Telephone service requests. Telephone service requests can be placed 5 days a week, Monday through Friday, from 9:00 A.M. to 5:00 P.M, Central Standard Time, excluding public holidays. Cinsay shall not provide support for Licensee developed custom applications. If the Licensee wishes to acquire such support, Cinsay may at its sole discretion make such support available at an additional consulting rate to be agreed between the parties.

Email service requests. Cinsay shall provide the Licensee with an email address to which requests for support can he sent and Cinsay shall respond to such email requests during business hours from 8:00 a.m. EST to 6:00 p.m. PST. Monday to Friday, excluding public holidays.

Designated Licensee Personnel. Licensee will ensure that only persons properly trained in the operation and usage of the Custom Platform will utilize the Support. Upon request and where available, Licensee will allow the use of on-line diagnostics of the Custom Platform during error diagnosis. Licensee shall, and shall cause its personnel to, reasonably cooperate with Cinsay in Cinsay's efforts to provide Support hereunder.

Error Corrections. During the term of this Maintenance Agreement, Cinsay shall use its reasonable efforts to correct any reproducible error in the Custom Platform using a level of effort commensurate with the severity of the error. Cinsay shall have no obligation to correct all errors in the Custom Platform. Upon identification of any error, Licensee shall notify Cinsay of such error and shall provide Cinsay with enough information to reproduce the error. Cinsay shall respond (i) to severe errors (i.e., the Custom Platform has stopped functioning and no work-around is available) within 1day of receiving such report from Licensee, and (ii) to all other errors within 10 working days of receiving such report from Licensee.

Exclusions. Cinsay shall not be responsible for correcting any errors not reproducible by Cinsay on the Custom Platform or errors caused by: (i) Licensee's request not to implement all Updates issued under this Maintenance Agreement; (ii) changes to the operating system or environment created by Licensee, which adversely affect the Custom Platform; (iii) any alterations of or additions to the Custom Platform made by parties other than Cinsay; (iv) use of the Custom Platform in a manner for which it was not designed; (v) accident, negligence, or misuse of the Custom Platform; or (vi) other software products not supplied by Cinsay. Cinsay shall only be obligated to support the then current production version of the Cinsay Platform upon which the Custom Platform is based and the immediately prior release for a period of six (6) months after such release. Support for any earlier versions or for errors not covered under this Agreement may be obtained at Cinsay's then current time and materials rates.

On-site Training and Support. Upon request, and provided that Licensee is current with all fees due under the Agreement, Cinsay will provide training for Licensee's designated administrators and/or direct support at Licensee's site at Cinsay's then applicable standard training rates and charges, unless otherwise agreed to between the parties in writing.

General. Cinsay shall use commercially reasonable endeavors to provide an initial response to a problem within one (1) business day of notification of such problem and use commercially reasonable endeavors to correct the problem by providing an individual patch, work around, maintenance release, or taking such other action as Cinsay deems necessary to correct or work around the problem.

Support the Custom Platform used otherwise than in accordance with this agreement; or 1.8.2.2. Correct errors caused by the Licensee's negligence or other causes beyond the reasonable control of Cinsay;

In the event that Cinsay responds to the Licensee's notification of a Problem and the Problem encountered by Licensee is determined to be outside the scope of Cinsay's obligations under this Agreement and exhibit, then Cinsay reserves the right to invoice Licensee for Cinsay's time, materials used and travel expenses and any other reasonable expenses incurred by Cinsay in diagnosing and identifying such Problem. Licensee shall pay Cinsay the full amount of any such invoice within five (5) business days of the date of the invoice. Cinsay's time shall be invoiced at Cinsay's standard rates applicable at the time such services are rendered, which is currently between $80.-/Hour.to $150,-/Hour, depending on type of service required