AGREEMENT FOR STREAMING PLATFORM ACCESS

This AGREEMENT FOR STREAMING PLATFORM ACCESS is executed and made effective on this
___ day of August, Two Thousand and Twenty-Two [20-01-2023] (“Effective Date”).

Between

ABSOLUTE SPORTS PRIVATE LIMITED, a company incorporated under the Companies Act,
1956 and having its registered office at First Floor, Tower A1, Golden Enclave, Old Airport Road,
Vimanpura Post, Bangalore, Karnataka, PIN-560 017, India (hereinafter referred to as the “Host”
which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean
and include its successors and permitted assigns) of the FIRST PART

And

(Name), aged about (Age) years, residing at Mumbai, Maharashtra hereinafter referred to as
the “Participant" (which expression shall unless repugnant to the context or meaning thereof be
deemed to mean and include his/her successors and permitted assigns) of the SECOND PART.

Both the Host and the Participant are hereinafter referred to collectively as the “Parties” and
individually as a “Party”

WHEREAS

1. The Host has expressed its desire to permit gamers of repute and skill to stream gaming
content on its YouTube platform named; Let’s Play (“Platform”).

2. The Participant has registered with the Host to be permitted to gain onetime access to the
Host’s Platform.

3. The Host finds the Participant to be a suitable individual to permit access to its Platform on
the terms and conditions as entered and agreed upon in this Agreement.

NOW THIS AGREEMENT FOR STREAMING PLATFORM ACCESS WITNESSETH THE

FOLLOWING TERMS AND CONDITIONS:

1. DUTIES AND OBLIGATIONS OF THE HOST

(a) The Host shall be responsible for providing the Participant with streaming key and any
other technical requirements for the requisite access to the Platform

(b) The Host shall moderate the usage and access of the Platform by the Participant and
shall reserve the right to terminate access to the Platform without any warning or prior
intimation to the Participant, if the Host deems the conduct or activity of the Participant
to be suspicious or unacceptable.

2. DUTIES AND OBLIGATIONS OF THE PARTICIPANT

(a) The Participant understands and agrees that in consideration of providing the Host with
live streaming content, the Participant shall be provided with one time access to the
Host’s Platform as consideration and the Participant hereby explicitly consents and
acknowledges that he/she shall not be entitled to monetary consideration on any form
or manner for fulfilling his/her obligations under this Agreement.

(b) The Participant shall ensure that upon receiving access to the Host’s Platform, he/she
commences a live stream for a duration of not lesser than Sixty (60) minutes and not
exceeding a duration of One hundred & twenty (120) minutes.

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 (c) The Participant shall ensure that he/she does not permit or cause any third party to
gain access to the Host’s Platform with the credentials/access provided by the Host.

(d) The Participant shall ensure that sufficient security safeguards are deployed on the
device used to access the Host’s Platform as well as the network utilized to gain access.

(e) The Participant shall arrange at his/her own cost and expense all required software,
hardware, infrastructure and other technology assets or facilities required for
performing his/her obligations under this Agreement.

(f) The Participant shall ensure that content streamed as part of his/her obligations under
this Agreement are not in violations of the prevalent laws of the republic of India and
contain no expletive content or reflect promotion for any other third party which may
be detrimental to the Host’s brand value.

(g) The Participant shall further ensure that he/she does not make any offensive or
discriminatory statement, action or inference of any manner including but not limited to
political, cultural, racial, ethnic or gender-based topics.

3. INTELLECTUAL PROPERTY RIGHTS & OWNERSHIP

(a) Host Rights & Ownership. Participant affirms and agrees that all results and proceeds of
the streaming content, and the Intellectual Property and associated rights therein
(“Materials”) shall be hereby assigned by the Participant to the sole and exclusive
ownership of the Host. Accordingly, the Host is and shall be the sole and exclusive
owner of all right, title and interest in the Materials in perpetuity, throughout the
universe, in all media now known or hereinafter devised upon grant of consideration to
the participant in the form of access to the Host’s Platform.

(b) Without limitation to the foregoing, in the event Host is not deemed to be the first
owner of the Materials, Participant hereby unconditionally, irrevocably and irreversibly
transfers and assigns, for no additional consideration, throughout the universe, in
perpetuity, royalty-free assignment, of any and all rights immediately upon their
creation, including author's economic rights, lending rights, rental rights, and
neighbouring rights in and to the Materials solely and exclusively to Host and/or its
successors and assigns, including, without limitation, all intellectual property rights
therein and all renewals and extensions thereof, for any form of use, public
communication, public performance, exhibition and display, throughout the universe
(“Territory”), for the longest period of legal protection of such rights, in any and all
media now known or hereafter devised, in all languages, without any limitation
whatsoever, including number of uses, exhibitions or reproductions thereof. It is agreed
by the Parties that the provisions of Section 19(4) and 19A of the Copyright Act, 1957
shall have no application or effect on the terms of this Agreement. Participant further
undertakes that the rights assigned under this Agreement shall not be in contravention
of provisions of Section 19(8) of the Copyright Act, 1957 (as amended).

(c) To the extent that the aforementioned assignment of all rights to the Materials, is not
held valid by operation of law for any reason in any part of the Territory, the Participant
hereby also grants an irrevocable, unconditional, exclusive, sublicensable, perpetual
license to the Host and/or its assignee(s) (as the case may be) for the Territory, free
from all encumbrances, for no further consideration to the Paticipant under this
Agreement, to do any and all acts permitted under Section 14 of the Copyright Act,
1957 and any other equivalent legislation across the Territory. Without limiting the
foregoing: (a) such ownership and/or transfer, if applicable, shall be perfected and
effective in favour of Host upon creation of such Materials (and in no event later than
the earliest time permitted under applicable law), and (b) Host as the owner of all
intellectual property rights in and to the Materials may create or commission the
creation of derivative works based on the Materials for exploitation throughout the
universe, individually, together with, or through any third parties through any means.
Further, the Participant acknowledges and agrees to do such acts and execute such

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 documents necessary to perfect and preserve the Host’s rights (including its ownership
in the copyright) in the Materials. In this regard, the Participant grants the Host a
power of attorney to do such acts and execute such documents necessary if the
Participant fails to execute the requisite documents within 5 (five) business days.

(d) Without prejudice to aforesaid, to the extent that the assignment of Materials in relation
to future medium, mode or formats of exploitation is not held valid by operation of law
in any territory of the world, then notwithstanding the assignment of such rights in
favour of the Host, the Participant hereby also grants an irrevocable, exclusive, sub-
licensable, perpetual license for the entire world, in favour of the Host for such medium
or mode of exploitation as may be developed in future, in lieu of the access to the Hosts
Platform granted to the Participant under this Agreement.

(e) All rights granted or agreed to be granted to Host shall vest with the Host immediately
without reservation, condition or limitation and shall remain vested whether or not this
Agreement is terminated for any reason. The Participant will not make any use of any of
the Materials in any manner whatsoever without the Host’s prior written consent.

(f) The Parties to this Agreement agree that the Host shall have the Right of Credit and all
moral rights (under Section 57 of the Copyright Act, 1957) of the Materials including
the Intellectual Property Rights therein.

4. TERM AND TERMINATION

(a) This Agreement shall come into force from the Effective date aforementioned, subject
to the fulfillment of all the other terms & conditions and shall be valid up until the
Participant has utilized his/her one-time access to the Host Platform. This Agreement
shall be deemed to have expired upon the termination of the Participants access to the
Host Platform by either Party.

(a) This Agreement can be terminated by either Party without any reason by giving at least
ten (10) days’ notice to the other party.

5. CONSIDERATION

(a) Pursuant to the stipulations made under Clause 2 (a) herein, the Parties expressly
acknowledge that the Participant shall be granted onetime access to the Platform of the
Host as consideration for fulfilling his/her obligations under this Agreement and waiving
all claims to ownership of any Intellectual Property contained in the Materials created
under this Agreement.

6. INDEMNITY And LIMITATION OF HOST LIABILITY

(a) For the purpose of any claim made by any third party for any offensive material or
breach of third-party intellectual property in the Materials created by the Participant,
the Participant shall indemnify and hold harmless the Host in respect of liabilities, cause
of action, proceedings, awards or judgments incurred by or brought or made against
the Host to the extent that they were caused by or contributed to by any act or
omission of the Participant.

(b) The Participant agrees and acknowledges that under no circumstance shall the Host be
liable to the Participant or any third party for any loss or damage suffered by the
Participant or third party in relation to this Agreement on account of any action or
omission on the part of the Host.

7. EXCLUSION OF CONSEQUENTIAL & INDIRECT DAMAGES

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 Notwithstanding any provision of this Agreement to the contrary, neither party will be
liable to the other party in respect of any consequential or punitive or economic loss or
damage (whether or not foreseeable at the date of this agreement) that may arise out
of the performance of or breach of this agreement including but not limited to loss of
profits, loss of trade and business interruption.

8. MISCELLANEOUS PROVISIONS

8.1 Non-Waiver and Amendment. No amendment, alteration, or modification, of this

Agreement shall be binding unless made in writing and signed by both the Host and the
Host. The failure of either the Participant or the Host at any time or times to require
performance of any provision hereof shall in no manner affect the right at a later time
to enforce such provision. Except as otherwise expressly set forth in this Agreement,
no remedy referred to in this Agreement is intended to be exclusive, but each shall be
cumulative and in addition to any other remedy referred to herein or otherwise
available at law, in equity or otherwise.

8.2 Force Majeure. Neither Party shall be liable to the other for any delay or failure to
perform its obligations under this Agreement as a result of natural disasters, actions or
decrees of governmental bodies, communication line failures not the fault of the
affected party, or any other delay or failure which arises from causes beyond a party’s
reasonable control (hereafter referred to as a “Force Majeure Event”). If a Force
Majeure Event arises, the party whose performance has been so affected shall
immediately give notice to the other party and shall do everything reasonably possible
to resume performance. Upon receipt of such notice, this Agreement shall be
immediately suspended. If the period of non-performance exceeds fifteen (15) days
from the receipt of notice of the Force Majeure Event, the party whose ability to
perform has not been so affected may by giving written notice terminate this
Agreement.

8.3 Assignment. The Parties shall not have the right to assign or subcontract any of its
rights or obligations under this Agreement without written permission from the other
Party. If any of their obligations under this Agreement are assigned or subcontracted,
the Parties shall take reasonable steps to ensure that its assignee or subcontractor
observe and enforce the confidentiality requirements of this Agreement. However,
change in the business / incorporated name of the Parties shall not mean ‘Assignment’
of Agreement and there shall be no need to give any prior information to the other
Party in this regard. Any assignment in contravention of these terms and conditions
shall be null and void.

8.4 This Agreement is made solely for the benefit of the Parties to this Agreement and their
respective successors and assigns and no other person or entity shall have or acquire
any right by virtue of this Agreement.

8.5 Independent Contractors. It is expressly understood that the Participant and Host
are contractors independent of one another, and that neither has the authority to bind
the other to any third person or otherwise to act in any way as the representative of the
other, unless otherwise expressly agreed to in writing signed by both Parties hereto.

8.6 Severability. If a court holds any provision of this Agreement to be illegal,

unenforceable, or invalid in whole or in part for any reason, the validity and
enforceability of the remaining provision, or portions of them, will not be affected.

8.7 Dispute Resolution. In the event of any dispute arising out of or in connection with
this Agreement, the Parties will attempt in good faith to resolve such dispute through
negotiations between them.

8.8 Governing Law. This Agreement, and any dispute arising from the relationship
between the Parties to this Agreement, shall be governed by law of India, and only the

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 courts in Bangalore will have jurisdiction to adjudicate any dispute unless otherwise
agreed to in writing by the Parties.

8.9 Entire Agreement. This Agreement, including the Annexures attached hereto, sets
forth the entire agreement and understanding of the Parties with respect to the subject
matter hereof, and supersedes all prior oral and written agreements, understandings,
representations, conditions and all other communications relating thereto.

8.10 Any rule of construction to the effect that ambiguities are to be resolved against the
drafting Party shall not apply in interpreting this Agreement.

8.11 Headings. The clause headings used in this Agreement are intended for convenience
only and shall not be used in interpreting this Agreement or in determining any of the
rights or obligations of the parties to this Agreement.

IN THE PRESENCE OF FOLLOWING WITNESSES, the Host and the Participant have signed this
Agreement on this day above mentioned.

For Absolute Sports Pvt. Ltd., For

___________________________ ________________________

Witnesses: (Signature, Name and address)

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