Commercial Addendum

Content License

If you provide custom brand features or other Commerce Content for use in connection with the Commerce Product(s), you agree to the following: Without limiting the scope of the licenses granted under the Agreement, the Provider's grant of rights to DOSB NM with respect to the Provider Content is amended to expressly include the right (but not the obligation) for DOSB NM to host, cache, route, transmit, communicate and make available to the public, store, copy, modify (as described herein), distribute, perform, display, reformat, excerpt, analyze, create algorithms based on such content, and otherwise use Commerce Content to the extent necessary:

1. to make such content available through the Commerce Products; and
2. to the extent DOSB NM, in its sole discretion, deems necessary in order for DOSB NM or a third party on behalf of DOSB NM to apply encryption.

Brand Features

Notwithstanding anything to the contrary in the Agreement, the Provider grants DOSB NM a non-exclusive, worldwide, royalty-free license to use all Brand Features provided by the Provider (including all Brand Features relating to the Commerce Content) in connection with the use of the Commerce Products, as authorized in this Addendum, in order to market and promote the Commerce Products and/or the availability of the Commerce Content, as well as for use in presentations, marketing materials, financial reports, press releases and customer lists (including customer lists published on DOSB NM's websites and screenshots of Commerce Content contained in the DOSB NM Services).

Marketing Assets

The Provider grants DOSB NM and/or any third party acting on behalf of DOSB NM a royalty-free, non-exclusive, worldwide license for the maximum period permitted under applicable law to copy, distribute, create derivative works from (e.g. combine parts of the Marketing Assets with other content), perform, display and otherwise use the Marketing Assets in all media, whether now known or hereafter developed, solely in connection with the marketing, promotion and advertising of the DOSB NM Services together with the Commerce Products.

If the Provider chooses not to provide Marketing Assets to DOSB NM, DOSB NM (and/or a third party acting on its behalf) may create marketing materials using screenshots, stills, clips or images from the Commerce Content so that DOSB NM (and/or a third party acting on its behalf) may market or promote the DOSB NM Services together with the Commerce Content.

Clearances

Without limiting the Provider's obligations under the Agreement, the licenses described in this Section 2 include all necessary licenses for all performances by audiovisual talent or artists and all music rights (including public performance licenses) in and to the compositions and sound recordings of any music contained in, synchronized with, or forming part of the Commerce Content or Marketing Assets.

Specifications

The Provider shall comply with the requirements of the Specifications at all times.

Playback/Use

Unless otherwise approved by DOSB NM, the Provider may not enable any feature that restricts playback or use of the Commerce Content.

Restricted Content

Unless approved in advance by DOSB NM, the Provider shall not make available through a Commerce Product any content that is subject to a content commitment under any other agreement between the parties, including the Agreement.

Territories

If the Provider is permitted to specify territorial restrictions under the Agreement, the Provider acknowledges that, with respect to Commerce Content, DOSB NM may use geofiltering technologies other than or in addition to IP address recognition to verify whether an end user's location corresponds to the region (or territory) specified by the Provider.

Availability of Content

Notwithstanding anything to the contrary in the Agreement, the Provider shall not remove any Commerce Content before the end of the applicable viewing or usage period specified in the Specifications (although, for clarification, the Provider may at any time in its sole discretion cease offering Commerce Content for new purchases or rentals).

If the Provider discontinues Commerce Content before the end of an applicable viewing or usage period, DOSB NM may take measures to ensure that such Commerce Content remains accessible to the end user during the applicable viewing or usage period.

You understand and agree that the licenses granted with respect to the Commerce Content shall survive:

1. any termination or expiration of the Agreement or this Addendum; or
2. any removal of the Commerce Content by you until the expiration of the applicable viewing period for all end users.

Commerce Revenue Payments

1. Unless otherwise agreed in this Addendum and subject to Sections 5.1(c), 5.4 and 5.5 below, DOSB NM shall pay the Provider an amount equal to 75% multiplied by the greater of the following:
   1. the Commerce Revenues; or
   2. the suggested retail price for the applicable Commerce Content (if applicable).

   DOSB NM shall retain the remaining amount. A prerequisite for creators being able to offer content as paid offers is that the creator is the rights holder and may therefore decide freely. For content from the basket of the 34-party agreement with SportA, the revenue share is 50% of net revenues for licensing reasons. The creator determines the sale price (gross) independently; the share of revenues is based on gross revenue less applicable tax.

2. In connection with certain promotions, the parties may mutually agree in writing (including by email) to temporarily and non-permanently modify the payments owed to the Provider under this Agreement, provided that such writing confirms:
   1. the duration of the promotion,
   2. the nature of the promotion,
   3. the Commerce Content associated with the promotion, and
   4. the modified payments to be made to the Provider.

   For the avoidance of doubt, nothing in this Agreement prevents DOSB NM from offering promotions without consulting the Provider, and in such cases DOSB NM shall pay the Provider in accordance with the terms set forth in Section 5.1(a).

3. The revenue share set forth in Section 5.1(a) above shall not apply to Commerce Content offered as part of a package of channels. In the event that DOSB NM (in its sole discretion) decides to offer the Commerce Content as part of a package of channels, the parties shall mutually agree (including by email) on the applicable revenue share percentage.

Payment

Unless otherwise provided in this Agreement, the payment terms of this Agreement shall also apply to Commerce Content.

Reporting

Within thirty (30) days after the end of each month, DOSB NM shall provide the Provider with usage reports in the form generally made available to providers at that time.

Taxes

All payments made in connection with this Addendum are exclusive of taxes imposed by governmental authorities of any kind in relation to the transactions for the services provided under this Addendum.

If DOSB NM is required to deduct or withhold taxes from payments made to the Provider and remit such taxes to the applicable tax authority, DOSB NM shall withhold and remit such taxes and pay the Provider the remaining net amount after withholding such taxes.

If DOSB NM is required to charge a user taxes for the purchase of Commerce Content, DOSB NM reserves the right to calculate the amount of such taxes, remit such taxes to the applicable tax authority, and deduct the amount of such tax payments from the Commerce Revenues or suggested retail price (as applicable) before calculating the Provider's revenue share.

Non-Qualifying Payments

For the avoidance of doubt, DOSB NM shall not be liable for payments arising from:

1. any purchase that is subject to a refund (at DOSB NM's discretion), credit card chargeback or rejected payment;
2. mobile or device-related transaction fees applicable to purchases on such platforms;
3. free trials offered by DOSB NM to end users subscribing for the first time to a subscription channel or subscription channel package; or
4. a breach of this Addendum by the Provider.

DOSB NM may withhold payment (from any revenues owed to the Provider) or charge back the Provider for any non-qualifying payment, as described in 5.5 above, until DOSB NM has conducted a reasonable investigation.

The Provider shall cooperate with DOSB NM in all investigations.

The Provider shall not authorize or encourage any third parties to directly or indirectly purchase Commerce Content or otherwise access Commerce Content through automated, deceptive, fraudulent or otherwise invalid means, including, but not limited to, the fraudulent use of software or credit cards.

Term

This Addendum shall commence on the effective date of the Addendum and shall remain in effect for a period of twelve (12) months. Thereafter, this Addendum shall automatically renew for successive periods of one (1) month unless terminated in accordance with Section 8.2 below (the "Term").

Termination

1. Either party may terminate this Addendum:
   1. with immediate effect upon written notice to the other party if
      1. the other party files a bankruptcy petition, becomes insolvent, makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party or its business; or
      2. the other party breaches its confidentiality obligations as set forth in the Agreement; or
   2. after the first 12 months upon thirty (30) days' notice.
2. DOSB NM may terminate this Addendum or suspend the Provider's access to a Commerce Product with immediate effect upon written notice to the Provider if
   1. the Provider breaches its representations and warranties under the Agreement or this Addendum; or
   2. the Provider fails to comply with the Specifications.
3. This Addendum shall automatically terminate upon termination or expiration of the Agreement. In the event of termination of this Addendum, the Agreement shall remain in force until otherwise terminated.

Survival

Sections 2 (to the extent described in Section 4.6), 5, 6, 7 and 9 shall survive any expiration or termination of this Addendum.

Approvals

All approvals required under this Addendum must be given in writing (which may include emails).

Counterparts

The parties may execute this Addendum in multiple counterparts, including facsimile, PDF and other electronic copies, which together shall constitute one instrument. This Addendum may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Addendum shall be binding upon the parties and their respective personal and legal representatives, successors and permitted assigns.

Conflicting Terms

In the event of a conflict between any term of this Addendum and any term of the Agreement, the term of this Addendum shall prevail. Capitalized terms used in this Addendum but not defined herein shall have the meanings given to them in the Agreement. Except as expressly amended by this Addendum and to the extent so amended, all terms and conditions of the Agreement shall remain unchanged and in full force and effect and shall, where applicable, apply to the parties under this Addendum.

Entire Agreement

This Addendum, together with the Agreement, sets forth all terms agreed between the parties and supersedes all prior or contemporaneous agreements between the parties with respect to Commerce Content made available on a subscription basis.

Governing Law and Translations

The governing law and jurisdiction set forth in the Agreement shall also apply to this Addendum.