End User License Agreement

Effective: April 25, 2025

Description of Company Services and Acceptance of EULA Including Arbitration of Disputes

Foxcorp Holdings LLC ("Company," or "we" or "us") has developed this End User License Agreement, including any future modifications ("EULA"), to describe the terms that govern your use of the software and any platform that hosts the software or that otherwise link to or refer to this EULA (collectively, along with all documentation, interfaces, content, fonts and any data that forms a part of or accompanies such software and as may be updated or replaced, the "Software") and any other features, content, or applications offered from time to time by Company that link or otherwise refer users to this EULA (the Software and the foregoing may be collectively referred to herein as, the "Company Services") in connection with closed captioning services related Company programming (collectively, the "Program").

Company furnishes the Software and other Company Services for the sole purpose of facilitating your performance of closed captioning services on the Program (the "Purpose"). By downloading or using the Software or using a Company Service, you accept and agree to be bound by this EULA and to abide by all applicable laws, rules and regulations (collectively, "Applicable Law"). Please read through this EULA carefully. Company may modify this EULA at any time, and each such modification will be effective upon release. Your continued use of the Software or any other Company Services following any modification of this EULA constitutes your acceptance of and agreement to be bound by the EULA as modified. It is therefore important that you review this EULA regularly. If you do not agree to be bound by this EULA and to abide by all Applicable Law, you must discontinue use of and delete all Company Services immediately.

Your access to and use of certain Company Services may require you to accept additional terms and conditions applicable to such Company Services, in addition to this EULA, and may require you to download software or Content (as defined below). In the event of a conflict between any such additional terms and this EULA, such additional terms will prevail solely with respect to the subject matter they govern.

PLEASE NOTE THAT THE "ARBITRATION AGREEMENT" SECTION BELOW CONTAINS PROVISIONS THAT REQUIRE (i) WITH LIMITED EXCEPTIONS, ALL DISPUTES ARISING BETWEEN YOU AND COMPANY UNDER THIS AGREEMENT BE RESOLVED IN BINDING ARBITRATION, AND NOT IN COURT AND (ii) YOU AND COMPANY WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN CONNECTION WITH SUCH DISPUTES. BY USING THE SOFTWARE AND OTHER COMPANY SERVICES AND THEREBY ACCEPTING THIS EULA, YOU AGREE TO BE BOUND BY THE ARBITRATION AGREEMENT. PLEASE READ IT CAREFULLY.

Registration and Security

As a condition of using certain features on the Company Services, you may be required to register on the Company Services and/or select a username and password. All registration information you submit to us, directly or through a Third Party Service (defined below), to create an account must be accurate, complete and kept up to date. Your failure to do so will constitute a breach of the EULA, which may result in immediate termination of your account. You may not (i) select or use as a username a name of another person with the intent to impersonate that person; or (ii) use as a username a name subject to any rights of another person without appropriate authorization. Company reserves the right to refuse registration of, or cancel, a username, in its sole discretion. It is your sole responsibility to notify us of any changes in such information, including but not limited to your contact information. You are solely responsible for maintaining the confidentiality of your password and are responsible for all use of your account. It is therefore critical that you do not share your password with anyone. You agree not to use the account, username, email address or password of another person at any time and not to allow any other person to use your account. Your account is not transferable. You agree to notify Company immediately if you suspect any unauthorized use of, or access to, your account or password. Company shall retain the right, but not the obligation, to change your username for any reason, including, without limitation, if the username you have selected violates this EULA.

Access

You are being provided a limited, revocable, non-exclusive, non-transferrable, non-sublicensable license to access and use the Software and other Company Services solely for the Purpose. Company may change, suspend or discontinue the Software (or any feature thereof) at any time. Company may also impose limits on certain features and services offered on the Software or restrict your access to parts or all of the Software or other Company Services without notice or liability. You acknowledge that from time to time the Software or other Company Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Company may undertake from time to time; or (iii) causes beyond the control of Company or which are not foreseeable by Company.

Termination

Unless terminated by Company in its sole discretion, this EULA remains in full force and effect while you use the Company Services. Company may terminate your access to the Company Services at any time, for any or no reason, with or without prior notice or explanation, and shall have no liability or obligation to you for such termination. Even after your access to the Company Services is terminated by you or by Company, (i) this EULA will remain in full force and effect with respect to your past and future use of the Software or the Company Services, and (ii) any such termination shall not impact any other agreement between you and Company. Any termination of your access to the Company Services hereunder shall not terminate any obligations you have under any other agreement you have entered into with Company.

Limited License

The Software and other Company Services may not be used for reason other than the Purpose. The Company Services contain information, text, files, images, video, sounds, musical works, works of authorship, software, applications, product names, company names, trade names, logos, designs, and any other materials or content (collectively, "Content") of Company or its licensors ("Company Content"), as well as Content provided by third parties. Content contained in the Company Services is protected by copyright, trademark, patent, trade secret and other laws and, as between you and Company or its licensors, Company owns and retains all rights in the Company Content. Company hereby grants you a limited, revocable, non-sublicensable, nontransferable license to access and use the Company Services and the Company Content solely for the Purpose. Except as provided in this EULA, by prior written consent of Company, or as explicitly permitted on the Company Services, you may not copy, download, stream, scrape, capture, reproduce, duplicate, archive, upload, modify, translate, publish, broadcast, transmit, retransmit, distribute, perform, display, sell, frame or deep-link, link to, share, make available, or otherwise use any Content contained in or through the Company Services.

Except as explicitly and expressly permitted by the Company or by the limited license set forth above, you are strictly prohibited from creating works or materials that derive from or are based on the Company Content. This prohibition applies regardless of whether such derivative works or materials are sold, bartered or given away. Also, you may not either directly or through the use of any device, software, internet site, web-based service or other means remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notice marked on the Content contained in the Company Services or any digital rights management mechanism, device, or other content protection, copy control or access control measure associated with the Content contained in the Company Services including geo-filtering mechanisms. Except for the Purpose or as explicitly and expressly permitted by the Company or as necessary in order to make reference to the Company, its products and its services in a purely descriptive capacity, you are expressly prohibited from using or accessing any Company Content in any manner. If you reference the Software, other Company Services or Company Content, as permitted above, you must not represent in any way, expressly or by implication, that you have received the endorsement, sponsorship or support of the Software, Company Services, Company or Company brands, including its respective licensors, employees, agents, directors, officers and/or shareholders.

You may not, without the Company's written permission, "mirror" any Content contained on the Software or any other server. You may not use the Software or other Company Services for any purpose that is unlawful or prohibited by the EULA. You may not use the Software or other Company Services in any manner that could damage, disable, overburden, or impair the Software or other Company Services, or interfere with any other party's use and enjoyment of the Software or other Company Services. You may not attempt to gain unauthorized access to the Software or other Company Services through hacking, password mining or any other means. Company reserves the right, in its sole discretion, to terminate your access to the Software or other Company Services, or any portion thereof, at any time, for any reason or for no reason at all, without prior notice or any notice.

You agree not to use the Company Services to: Engage in activity that is unlawful; threatening; abusive; obscene; vulgar; sexually explicit; pornographic or inclusive of nudity; offensive; excessively violent; invasive of another's privacy, publicity, contract or other rights; tortious; false or misleading; defamatory; libelous; hateful; or discriminatory;

Violate the rights of others including patent, trademark, trade secret, copyright, privacy, publicity or other proprietary rights;

Harass or harm another person;

Exploit or endanger a minor;

Impersonate or attempt to impersonate any person or entity;

Introduce or engage in activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy, or limit the functionality of the Software or Company Services or any other computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of or access to a computer or a computer network;

Attempt to copy, decipher, decompile, disassemble, derive the source code of, or reverse engineer any of the Software or the Company Services;

Interfere with, damage, disable, disrupt, impair, create an undue burden on, or gain unauthorized access to the Company Services, including Company's servers, networks or accounts;

Disable or attempt to disable the Company Services;

Delete or revise or attempt to delete or revise any information provided by or pertaining to any other user of the Company Services;

Use technology or any automated system such as scripts, spiders, offline readers or bots in order to interact with the Content, the Software or other Company Services or collect or disseminate usernames, passwords, email addresses or other data from the Company Services, or to circumvent or modify any security technology or software that is part of the Company Services;

Solicit, collect or request any personal information for commercial or unlawful purposes; Engage in commercial activity (including but not limited to advertisements or solicitations of business; sales; contests; sweepstakes; creating, recreating, distributing or advertising an index of any significant portion of the Company Content; or building a business using the Company Content) without Company's prior written consent;

Advertise or promote competing services; or

Attempt, facilitate, induce, aid and abet, or encourage others to do any of the foregoing. You will not (i) use technology or any other means that is not authorized by Company to access, index, frame, or link to the Software or other Company Services (including the Content) (including by removing disabling, bypassing, or circumventing any content protection or access control mechanisms intended to prevent the unauthorized download, stream capture, linking, framing, reproduction, access to, or distribution of Company Content) or (ii) access the Software or Company Services (including the Content) through any automated means, including "robots," "spiders," or "offline readers".

In addition, you agree you will not use the Software or other Company Services in any manner inconsistent with any and all Applicable Law.

Company reserves the right, but disclaims any obligation or responsibility, to investigate and take appropriate legal action against anyone who, in Company's sole discretion, violates this EULA, including but not limited to, terminating their user account and/or reporting such conduct, or activity to law enforcement authorities.

You acknowledge, consent and agree that Company may access, preserve, retain or disclose information you provide to the Software and/or through other Company Services or that we have collected about you, including registration information (if applicable), including when Company has a good faith belief that such access, retention, preservation or disclosure is necessary in order to: (i) protect, enforce, or defend the legal rights, privacy, safety, or property of the Company and its parent, subsidiary or affiliated entities (each, a "Company Affiliate" and collectively, the "Company Affiliates"), television networks/distribution platforms, as well as other entities associated with any Program (e.g., production companies), or any of their respective officers, directors, employees, agents and contractors (all of the foregoing referred to herein as the "Program Entities") (including enforcement of this EULA or other agreements); (ii) protect the safety, privacy, and security of users of the Company Services or members of the public including in urgent circumstances; (iii) protect against fraud or for risk management purposes; (iv) comply with the law or legal process; or (v) respond to requests from public and government authorities. You agree that Company may also share your information (personal and otherwise) with the Program Entities in connection with your services on the Program.

Your Work Product

The work you perform for the Company using the Company Services is referred to as your "Work Product". Your Work Product shall be deemed a work-made-for-hire for Company prepared as a work specifically ordered and/or commissioned by Company, and therefore, Company shall be the author and exclusive copyright owner thereof for all purposes throughout the universe. If under Applicable Law the foregoing is not effective to place authorship and ownership of the Work Product and all rights therein in Company, then by way of assignment and transfer of present and future copyright and otherwise, you hereby irrevocably grant, transfer, sell, and assign to Company, all right, title and interest in and to the Work Product throughout the universe and in perpetuity. Accordingly, and without limiting the generality of the foregoing, you agree that Company shall have the right to add to, subtract from, create derivative works based on, change, revise, rearrange or otherwise edit the Work Product and otherwise use the Work Product, in whole or in part, in and in connection the marketing, advertising and promotion of the Program or for any other purpose, by any and all means, media, devices, processes and technology now known or hereafter devised throughout the universe in perpetuity. You acknowledge that you have no right to approve Company's use of the Work Product, and you agree that no payments or compensation shall be made to you in connection with the exploitation of the Work Product. To the full extent permitted by Applicable Law, you hereby irrevocably assign to Company (or irrevocably waive, in the event such assignment is not permitted by law) any and all benefits of any provision of law known as "droit morale," "moral rights of authors" or any similar or analogous law, regulation or decision in any country of the world. Company shall have the right to freely assign its rights hereunder, in whole or in part, to any other person or entity.

The Company Services may provide, or third parties may provide, links to other websites, applications, resources or other services created by third parties ("Third Party Services"). When you engage with a provider of a Third Party Service, you are interacting with the third party, not with Company. If you choose to use a Third Party Service and share information with it, the provider of the Third Party Service may use and share your data in accordance with its privacy policy and your privacy settings on such Third Party Service. In addition, the provider of the Third Party Service may use other parties to provide portions of the application or service to you. Company is not responsible for and makes no warranties, express or implied, as to the Third Party Services or the providers of such Third Party Services (including, but not limited to, the accuracy or completeness of the information provided by such Third Party Service or the privacy practices thereof). Company is not responsible for the content or practices of any websites or technology other than the Company Services.

User Disputes

You are solely responsible for your interactions with other users of the Software and other Company Services, providers of Third Party Services or any other parties with whom you interact on, through or in connection with the Company Services. Company reserves the right, but has no obligation, to become involved in any way with any disputes between you and such parties.

Privacy

Use of the Company Services is also governed by our Privacy Policy available at https://www.foxcorporation.com/b2bprivacy-policy/, which is incorporated into and is a part of this EULA by this reference.

Disclaimers

THE COMPANY SERVICES ARE PROVIDED "AS-IS" AND "AS AVAILABLE" AND COMPANY DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM USE OF OR CONTINUOUS AVAILABILITY OF THE COMPANY SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES IMPLIED FOR A COURSE OF PERFORMANCE OR COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY MAKES NO WARRANTY THAT YOUR USE OF THE COMPANY SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS TO THE COMPANY SERVICES WILL BE CORRECTED, THAT THE COMPANY SERVICES OR THE SERVERS ON WHICH THEY ARE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY INFORMATION OBTAINED BY YOU ON, THROUGH OR IN CONNECTION WITH THE COMPANY SERVICES OR THIRD PARTY SERVICES WILL BE ACCURATE, RELIABLE, TIMELY OR COMPLETE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW THE COMPANY WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OR CORRUPTION OF DATA, PROPERTY DAMAGE, PERSONAL INJURY OR DEATH) RESULTING FROM USE OF THE COMPANY SERVICES, PROBLEMS OR TECHNICAL MALFUNCTION IN CONNECTION WITH USE OF THE COMPANY SERVICES, ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED IN CONNECTION WITH THE COMPANY SERVICES, ANY THIRD PARTY SERVICE TRANSMITTED ON, THROUGH OR IN CONNECTION WITH THE COMPANY SERVICES, OR THE CONDUCT OF ANY USERS OF THE COMPANY SERVICES, WHETHER ONLINE OR OFFLINE.

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE COMPANY SERVICES, AND ANY INFORMATION TRANSMITTED OR RECEIVED IN CONNECTION THEREWITH, MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW YOU ASSUME RESPONSIBILITY, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, FOR THE ENTIRE COST OF ANY MAINTENANCE, REPAIR OR CORRECTION TO YOUR COMPUTER SYSTEM OR OTHER PROPERTY OR RECOVERY OR RECONSTRUCTION OF LOST OR CORRUPTED DATA NECESSITATED BY YOUR USE OF THE COMPANY SERVICES.

Limitation of Liability

IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION WILL APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER FRAUD, MISREPRESENTATION, BREACH OF CONTRACT, NEGILIGENCE, PERSONAL INJURY, PRODUCTS LIABILITY, INTELLECTUAL PROPERTY INFRINGEMENT, OR ANY OTHER THEORY REGARDLESS OF WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS THAT YOU WILL NOT SEEK, AND HEREBY WAIVE, ANY INDIRECT, SPECIAL, CONSEQUENTIAL, TREBLE, OR PUNITIVE DAMAGES FROM COMPANY. THIS LIMITATION AND WAIVER ALSO APPLIES TO ANY CLAIMS YOU MAY BRING AGAINST ANY OTHER PARTY TO THE EXTENT THAT COMPANY WOULD BE REQUIRED TO INDEMNIFY THAT PARTY FOR SUCH CLAIM.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE COMPANY SERVICES DURING THE TERM OF YOUR USE OF THE SERVICES.

YOU ACKNOWLEDGE AND AGREE THAT ANY DAMAGES YOU INCUR ARISING OUT OF COMPANY'S ACTS OR OMISSIONS OR YOUR USE OF THE SOFTWARE OR OTHER COMPANY SERVICES ARE NOT IRREPARABLE AND ARE INSUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING THE AVAILABILITY OF OR ANY PERSON'S ABILITY TO ACCESS ANY PORTION OF THE SOFTWARE OR OTHER COMPANY SERVICES.

THE LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

United States Jurisdiction

Company provides the Company Services in the United States of America. Company does not represent that the Company Content or the Company Services are appropriate (or, in some cases, available) for use in other locations. If you use the Software or other Company Services from a jurisdiction other than the United States, you agree that you do so of your own initiative, and you are responsible for complying with local laws as applicable to your use of the Software or the Company Services.

Not all of the Company Services are available worldwide or nationwide, and Company makes no representation that you will be able to access the Company Services in any particular jurisdiction, either within or outside of the United States.

U.S. Export Controls

The Software available in connection with the Company Services is further subject to United States export controls. No such software may be downloaded from the Company Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using such software is at your sole risk.

Confidentiality and Non-Disclosure.

You may have access to Company information that is confidential ("Confidential Information"). Confidential information shall include but not be limited to any non-public information about the existence or details of any Program. Without limiting or abrogating any other non-disclosure agreement or confidentiality agreement you may have entered into, you agree to use Confidential Information solely for the Purpose.

Arbitration Agreement and Class Action Waiver

(1) Company, including its Company Affiliates, agents, employees, predecessors in interest, successors, and assigns, and you agree that any Dispute (as defined herein) between you and Company, regarding any aspect of your relationship with Company, will be resolved in a binding, confidential, individual and fair arbitration process, and not in court. Each of you and Company agrees to give up the right to sue in court.

(2) The term "Dispute" is to be given the broadest possible meaning that will be enforced, and shall include any dispute, claim, demand, count, cause of action, or controversy between you and Company, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other legal or equitable theory. The term "Dispute" specifically includes, but is not limited to, any disputes, actions, claims, or controversies between you and the Company that arise from or in any way relate to or concern any products or services provided by Company including but not limited to the Company Services (as defined above), this Arbitration Agreement or any other aspect of this EULA (including their applicability and their conformance to Applicable Law). The only exceptions to this Arbitration Agreement are that (i) each of you and Company retains the right to sue in small claims court and (ii) each of you and Company may bring suit in court against the other to enjoin infringement or other misuse of intellectual property rights. Disputes over whether these exceptions apply shall be resolved by the court in which such action has been brought; all other disputes over arbitrability shall be resolved by the arbitrator.

(3) Each of you and Company also agrees to give up the ability to seek to represent, in a class action or otherwise, anyone but each of you and Company (see paragraph 9 below).
(4) There is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator must follow this EULA. The arbitrator, however, can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief, or statutory damages) provided that they are recoverable under this EULA.

(5) This EULA evidences a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. ยงยง 1-16, governs the interpretation and enforcement of this Arbitration Agreement. This Arbitration Agreement shall survive termination of this EULA. (6) Any arbitration between you and Company will be conducted by the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), pursuant to the JAMS Streamlined Arbitration Rules & Procedures effective July 1, 2014 (the "JAMS Rules"), as modified by this agreement to arbitrate. The arbitration shall be conducted by a single, neutral arbitrator, and if you and Company cannot agree on who that single arbitrator will be, the arbitrator will be appointed pursuant to the JAMS Rules, with the participation and involvement of Company and you pursuant to JAMS Rule 12. The JAMS Rules are available on its website at https://www.jamsadr.com/consumer-minimum-standards/. The Consumer Arbitration Minimum Standards are available at https://www.jamsadr.com/consumer-minimum-standards/. The arbitrator is bound by the terms of this EULA.

(7) If either you or Company wants to arbitrate a claim, you or Company must first send by mail to the other a written Notice of Dispute ("Notice") that sets forth the name, address, and contact information of the party giving notice, the specific facts giving rise to the Dispute, the Company Service to which the Notice relates, and the relief requested. Your Notice to the Company must be sent by mail to: Foxcorp Holdings LLC, 10201 W. Pico Blvd., 2121/12 Floor, Los Angeles, CA 90064, Attn: Legal Department. The Company will send any Notice to you at the contact information we have for you or that you provide. It is the sender's responsibility to ensure that the recipient receives the Notice. During the first 45 days after you or we send a Notice to the other, you and we may try to reach a settlement of the Dispute.

(8) If you and we do not resolve the Dispute within 45 days, either you or we may initiate arbitration in accordance with the JAMS Rules. Further instructions on submitting a Demand for Arbitration may be found at http://www.jamsadr.com/files/Uploads/Documents/JAMS_Arbitration_Demand.pdf. In addition to filing this Demand for Arbitration with JAMS in accordance with its rules and procedures, you must send a copy of this completed Demand for Arbitration to the Company at the address listed above to which you sent your Notice of Dispute.

(9) You and the Company acknowledge and agree to abide by the following rules for arbitration: (a) YOU AND COMPANY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR MULTI-CLAIMANT PROCEEDING, AND THE ARBITRATOR SHALL HAVE NO POWER TO AWARD CLASS-WIDE RELIEF; (b) the Company will pay arbitration costs as required by the JAMS Consumer Arbitration Minimum Standards and consistent with paragraph 6 below; (c) the arbitrator may award any individual relief or individual remedies that are permitted by Applicable Law and the terms of this EULA; and (d) each side pays his, her or its own attorneys' fees, except as otherwise provided in paragraph 10 below.

(10) JAMS charges filing and other fees to conduct arbitrations. Ordinarily, the claimant has to pay the filing fee to initiate arbitration, but if you wish to commence an arbitration against Company, you and the Company acknowledge and agree to abide by the following:

(11) Regardless of how the arbitration proceeds, each of you and Company shall cooperate in good faith in the exchange of non-privileged documents and information as necessary in accordance with the JAMS Rules, and the arbitrator shall issue a reasoned written decision sufficient to explain his or her findings and conclusions.

(12) Each of you and Company may incur attorneys' fees during the arbitration. Each side agrees to pay his, her or its own attorneys' fees.

(13) The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief, only to the extent necessary to provide relief warranted by that party's individual claim, only as permitted by Applicable Law, and only to the extent that declaratory and injunctive relief are permitted by this EULA. The arbitrator shall have no authority to award punitive, exemplary, multiplied or consequential damages or any other relief not allowed under this EULA. The arbitrator also may not order Company to pay any monies to or take any actions with respect to persons other than you, unless Company explicitly consents in advance, after an arbitrator is selected, to permit the arbitrator to enter such an order. Further, unless Company expressly agrees, the arbitrator may not consolidate other persons' claims with yours, and may not otherwise preside over any form of a representative, multi-claimant or class proceeding.

(14) You and Company agree to maintain the confidential nature of the arbitration proceeding and shall not disclose the fact of the arbitration, any documents exchanged as part of any mediation, proceedings of the arbitration, the arbitrator's decision and the existence or amount of any award, except as may be necessary to prepare for or conduct the arbitration (in which case anyone becoming privy to confidential information must undertake to preserve its confidentiality), or except as may be necessary in connection with a court application for a provisional remedy, a judicial challenge to an award or its enforcement, an order confirming the award, or unless otherwise required by law or court order. In keeping with the confidential nature of the arbitration, You and Company agree that an order confirming award is only necessary if the obligations of the award have not been performed. Therefore, before taking any steps to confirm the arbitration award, the party seeking confirmation of the award must give the other party notice of its intention to confirm the award. If the party who would be the respondent in any such confirmation proceeding performs its obligation under the terms of the arbitration award within 15 business days of such notice, the party who gave notice of its intent to confirm the award shall not seek to confirm or otherwise enforce the award.

(15) With the exception of subpart (a) in paragraph (9) (i.e., the waiver of the ability to proceed on behalf of multiple claimants or a purported class), if any part of this Arbitration Agreement is deemed invalid, unenforceable, or illegal, then the balance of this Arbitration Agreement shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained. If, however, subpart (a) in paragraph (9) is found invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement shall be null and void, but the rest of this EULA, including the provisions governing where actions against Company must be pursued, the choice of governing law, and our mutual waiver of the right to a trial by jury, will remain in effect and apply to any claim that, for this or any other reason, proceeds in court rather than in arbitration.

Governing Law

This EULA will be governed by, and construed in accordance with, the laws of the United States of America and the State of California, without regard to its conflict of law provisions.

Except with respect to Disputes to be resolved through an arbitration process in accordance with the Arbitration Agreement contained above, you and Company agree to submit to the exclusive jurisdiction of the courts located in Los Angeles, California to resolve any Dispute arising out of the EULA or the Company Services. YOU HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SITE OR THE COMPANY SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION ACCRUES. AFTER SUCH PERIOD, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

Indemnity

You agree to indemnify and hold Company, its Company Affiliates, stations affiliated with the Program or Company, producers of Company content, each advertiser, sponsor and their advertising agencies, subcontractors and other partners, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys' fees, made by any third party due to or arising out of or in connection with your use or misuse of the Software or other Company Services (including, without, limitation, any use of your account, whether or not authorized by you), your breach of this EULA, your violation of any rights of another, your negligent or intentional misconduct, or any Work Product that you transmit through or otherwise make available on, through or in connection with the Company Services.

Other

The failure of Company to exercise or enforce any right or provision of this EULA will not operate as a waiver of such right or provision. The Section titles in this EULA are for convenience only and have no legal or contractual effect. This EULA operates to the fullest extent permissible by law. Except as otherwise expressly provided herein, if any provision of this EULA is unlawful, void or unenforceable, that provision is deemed severable from this EULA and does not affect the validity and enforceability of any remaining provisions.

You agree that any notices the Company may be required by Applicable Law to send to you will be effective upon Company's sending an e-mail message to the e-mail address you have on file with Company or publishing such notices on the informational page(s) of the Company Services.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Company as a result of this EULA or your use of the Company Services. A printed version of this EULA and of any notice related to it shall be admissible in judicial or administrative proceedings based upon or relating to this EULA to the same extent as other business documents and records originally generated and maintained in printed form.

Nothing contained in this EULA limits Company's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Company Services or information provided to or gathered by us in connection with such use.

This EULA may be electronically accepted or signed, and any electronic acceptance or signatures are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

BY ACCESSING THE COMPANY SERVICES, YOU CONFIRM THAT YOU HAVE READ THIS EULA AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.