Talent Agreement

The terms and conditions (the “Terms”) which follow govern the relationship between
_________________​ (“the “Talent”) and Ritual Network LTD (“RN”). By accepting these Terms, you
covenant and agree to be bound by the Application and the Terms (together, the “Agreement”).

This Agreement incorporates the standard terms and conditions attached hereto as Exhibit A, Exhibit
B and Exhibit C (the “Terms and Conditions”). Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Terms and Conditions. In the event
of any conflict between this Talent Agreement and the Terms and Conditions, this Talent Agreement
shall control.

For good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged
by the parties hereto), the parties hereto hereby agree as follows:

Overview
Talent manages the Content Channel(s) ​_________________​ AND ​_________________​ and is the
producer/creator/authorized licensee of content that appears therein. Talent desires, in exchange
for the payment to Talent of the amounts payable hereunder, for the Content Channel(s) to become
part of the distribution network owned or controlled by Ritual Network or through which Ritual
Network distributes content (the “Ritual Network Distribution Network”). Talent understands that
Ritual Network has invested significant time, money and skills to help Talents in the Ritual Network
Distribution Network increase their views, realize broader distribution, improve total monetization and
operationalize best practices related to online content distribution, creation, and monetization.
The “Content Channel(s)” will or URLs that refer back to the Content Channels and, at Ritual
Network’s election, any substantially similar YouTube or such other applicable video distribution
partner channels launched by Talent prior to or during the Term (e.g., featuring the same or similar
subject matter or content, Talent’s name, channel name or trademark or logo).

Eligibility
Talent confirms that, if acting in a personal capacity, talent is over the age of 18, and acting in the
course of a business.

Exclusive Rights: Advertising

During the Term, Talent hereby grants to Ritual Network the exclusive right to represent, sell, and
manage any and all ad inventory and sponsorships on the Talent Channel(s) and the content
contained thereon (other than through the independent, direct sales efforts, if any, of Ritual
Network’s video distribution platforms or networks, including, without limitation, YouTube), including
but not limited to any ad sales or sponsorship opportunities displayed in connection with any form of
content contained therein, inclusion of advertising by ad networks, advertising that may be included
as part of live-streaming content, new units that Ritual Network’s video distribution platforms or
networks may make available or that Ritual Network or Talent may devise.

Exclusive Rights: Branded Integrations and Distribution

During the Term of this Agreement, Talent grants to Ritual Network the exclusive right to:
(i) sell so-called ‘branded integrations’ or ‘product placements’ with respect to content on Talent
Channel(s); provided that any such opportunity and terms associated therewith are approved by
Talent and (ii) except as otherwise provided in the “Exclusivity” section below, distribute the Talent
Channel(s) and the content thereon through any video distribution platform or network, via any
means (whether through advertiser-supported video on demand, subscription video on demand or
otherwise) or method (whether through a link, an embedded video player or otherwise) of
distribution, throughout the world, and on any device, platform or outlet.
The Talent agrees to list a @ritualnetwork.com management email on their YouTube channel and
other Social Medias channel as a contact address for brand campaigns.

Method of Payment
Unless otherwise agreed to by Talent and Ritual Network all payments shall be paid to the Talents
bank account in £ (Great British Pound). Payments in other currencies are available via direct bank
transfer using the online payment platform TransferWise and are subject to fees. Other payment
options are available, such as PayPal and are subject to fees.

YouTube VOD Compensation

For each month during the Term, Ritual Network shall pay to Talent 95% of Net Revenue (the
“YouTube VOD Revenue Share”), with respect to all video-on-demand content (including Recorded
Live Stream Content (as defined below)) (“VOD Content”) on Talent Channel(s) on YouTube;
provided however, that, until such time as YouTube has provided Ritual Network the ability to
calculate the Net Revenue generated by a recorded, unaltered version of an item of Live Stream
Content (“Recorded Live Stream Content”) as a separate item of content from such item of Live
Stream Content, then the Recorded Live Stream Content shall be deemed “Live Stream Content” for
purposes of this Agreement and excluded from the definition of “VOD Content”.

YouTube Live Stream Compensation

“Live Stream Content” means, collectively, real-time or near real-time, streaming of “live” content of
any kind, including commentary, discussion, gameplay, e-sports, etc.
During the Term, Talent shall live stream all of its Live Stream Content exclusively on the Talent
Channel(s) (or on such other Ritual Network controlled channel or platform as mutually agreed upon
by Ritual Network and Talent) during the Term. For each month during the Term, Ritual Network
shall pay to Talent 95% of Net Revenue (“YouTube Live Stream Revenue Share”) generated in
connection with the distribution of the Talent’s Live Stream Content on YouTube.

Advertising Units
Talent must activate and turn on all advertising units that YouTube or such other applicable video
distribution platform or network makes available on each item of video content on the Talent
Channel(s). In the event that Talent fails to activate and turn on all advertising units made available
on an item of video content, Talent authorizes Ritual Network to activate and turn on such
advertising units on behalf of Talent and Ritual Network shall have no obligation to pay any amounts
owed with respect to such item of video content while such advertising units were not activated.

Payment Term
As more fully set forth in Section 4.2 of the Terms and Conditions:
At the end of each calendar month, Ritual Network shall calculate the aggregate (i) YouTube VOD
Revenue Share, (ii) YouTube Live Stream Revenue Share payable to Talent with respect to such
month. Ritual Network shall pay Talent the aggregate amount owed hereunder within forty-five (45)
business days following the end of such month.
At the end of each calendar month (or such longer period as may be required or necessitated by the
applicable distribution platform or network’s reporting and payment procedures), Ritual Network shall
calculate the aggregate other Platform Revenue Share payable to Talent with respect to the period.
Ritual Network shall pay Talent the aggregate amount owed hereunder within forty-five (45)
business days following the end of such period.
If talent is based in the EU including UK and is registered for VAT, talent shall provide its VAT
registration number (including the two digit country code) to Ritual Network prior to payment of any
amounts. If talent does not provide a VAT registration number, it is deemed to confirm that it does
not have one. Ritual Network accepts no liability for any VAT due as a result of talents failure to
declare its correct VAT registration status.

Term
The “Initial Term” means 12 months.
Each Extension Term following the Initial Term will be 12 months.
With respect to each Extension Term, the notice period for non-renewal is 30 days.

Exclusivity
In exchange for Ritual Network’s agreement to pay the payments described above, Talent
acknowledges and agrees that during the Term, with respect to any video content that is exhibited,
distributed or exploited on the Talent Channel(s), it shall not exhibit, distribute or exploit any such
video content through any third party or application, whether through advertiser-supported video on
demand, subscription video on demand or otherwise, other than (i) on the Talent Channel(s) or (ii)
through a link to the Talent Channel(s), or embedded YouTube player distributing the Talent
Channel(s), on the Talent’s personal Facebook account, Google + page, Twitter account or website
(if and as agreed to by Ritual Network). In addition, Talent agrees that during the Term, it shall not
license to, or enter any agreement to produce a work made for hire for or otherwise assign or
transfer to, any direct competitor of Ritual Network (for example, IGN, Maker Studios, Break,
Fullscreen, Curse, Freedom) any video content or, except as otherwise permitted by clause (ii) of the
foregoing sentence, permit any third party other than YouTube or Ritual Network to distribute the
Talent Channel(s).

Talent understands and agrees that neither Talent nor any third party (other than Ritual Network, its
sublicensees, agents or the independent, direct sales efforts, if any, of Ritual Network’s video
distribution platforms or networks, including, without limitation, YouTube) shall have the right to sell
advertising of any kind (included sponsorships or branded integrations) or monetize the Talent
Channel(s) or the content therein in any way other than through Ritual Network under the terms of
this Agreement or with Ritual Network’s express written approval.

Exhibit A
Ritual Network Standard Terms and Conditions for Channel Talent Agreement.
Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such
terms in the agreement.

1. Additional Talent Channel(s).

Additional channels that Talent may launch or desire to include as part of this Agreement as Talent
Channel(s), that are not otherwise automatically included hereunder by the terms of this Agreement,
may be added by mutual consent of the parties in writing (for this purpose, email shall suffice,
provided the email is from an authorized Ritual Network representative, clearly sets forth the name
of the channel(s) to be added, and Talent responds confirming Talent’s consent to add such
channel(s)).

2. Channel Views/Rollup.
2.1 As of the Effective Date and throughout the Term of this Agreement, all information and
metrics relating to the Talent Channel(s), including impressions, visitors and video views of content
distributed or delivered through the Talent Channel(s) via any method of distribution and via any
device including, without limitation, (i) Live Stream Content and (ii) VOD Content, shall be included
or ‘rolled up’ exclusively into Ritual Network’s total numbers on YouTube or such other applicable
video distribution platform or network.

2.2 Talent acknowledges and agrees that Ritual Network shall use the information provided to it by
Ritual Network’s video distribution platforms or networks, including, without limitation, YouTube, to
determine the amount of revenue generated by the Talent Channels and content thereon, as well as
the relevant number of video views generated and monetizable hereunder. The parties acknowledge
and agree that such video distribution platforms or networks may, from time to time, change or
modify (i) their advertising policies, terms, and conditions, (ii) their methods of calculating revenue or
video views generated or (iii) their monetization policies, including the criteria for determining which
video views are “monetizable”. In the event of any such change or modification, the parties agree
that Ritual Network shall have the right to change or modify its advertising policies, terms, and
conditions, or its methods or criteria for calculating video views generated or for determining which
such views are “monetizable” to conform to such change or modification. Ritual Network shall notify
Talent of any material change or modification if YouTube or such other video distribution platform or
network has not publicly announced such change. Any such change or modification by Ritual
Network shall not be deemed a breach of this agreement.
3. Live Stream Content. All Live Stream Content shall be recorded through, edited for, and
distributed on the Talent Channel(s) (or on such other Ritual Network controlled channel on
YouTube as mutually agreed upon by Ritual Network and Talent) for VOD viewing following the
conclusion of the applicable live stream. Except as otherwise set forth in the Agreement, any such
recorded Live Stream Content shall be deemed VOD Content for purposes of this Agreement.

4. Payments
4.1 Net Revenue.
(a) “Net Revenue” means (A) Indirect Revenue plus Direct Revenue less (B) (i) any payments,
costs, fees, taxes, commissions and expenses relating to distribution, marketing, sales, promotion
and advertising, including but not limited to, sales commissions, content delivery network costs,
make- goods and allowances for doubtful accounts (ii) a distribution fee of Direct Channel Sales (as
defined below) and (iii) revenue share and other payments, fees, or expenses payable to or
deducted by Ritual Network’s video distribution platforms or networks, including, without limitation,
YouTube.
(b) “Indirect Revenue” means revenue (other than sponsorships and brand integrations, for which
a separate fee may be payable to Talent on a case by case basis) actually earned by Ritual Network
from indirect monetization of the Talent Channel(s) or content thereon by third parties other than
Ritual Network, including but not limited to Google AdSense for Video and other advertising
networks, or by an applicable video distribution platform or network.
(c) “Direct Revenue” means revenue (other than sponsorships and brand integrations, for which a
separate fee may be payable to Talent on a case by case basis) actually earned by Ritual Network
from (i) direct sales of advertising by Ritual Network displayed on the Talent Channel(s) where the
advertiser specifically requests advertising to appear to viewers of such Talent Channel(s) pursuant
to a written insertion order accepted by Ritual Network (“Direct Channel Sales”) and (ii) monetization
of the Talent Channel(s) or content thereon by Ritual Network via advertising that is run against
multiple Talent channels (e.g., “run of network” and category ad buys)(“Non- Specific Ad Buys”) as if
such Non-Specific Ad Buys were indirectly monetized via Google AdSense for Video and other
advertising networks.
4.2 Payment Terms. Payments may, at Ritual Network’s election, be combined with any other
payments that may be owed to Talent. All references to currency herein shall be to Great British
Pounds unless otherwise set forth on the Agreement. Notwithstanding the foregoing, Ritual Network
will have no obligation to pay any amounts, and is permitted to deduct or withhold any amounts
owed, determined or reasonably suspected by Ritual Network in its sole discretion to have resulted
from: (i) Action Fraud (as defined below), or (ii) fraudulent, misleading or false activities or activities
that Ritual Network and/or Ritual Network’s video distribution platforms or networks, including,
without limitation, YouTube, believe to be fraudulent, misleading or in violation of their respective
terms of service, guidelines, rules, or privacy policies.
4.3 “Action Fraud” means so-called "click fraud" or "impression fraud,” or fraud of any other kind,
whether in any automated or human way, including, without limitation, by the use of a person, an
automated script or a computer program (for example, online robots or "bots") to click or otherwise
activate any form of view, response mechanism, annotation or advertising unit, or any other
fraudulent means, to increase views, impressions, skew results or imitate a legitimate user of a web
or mobile browser or other software application for viewing on any device, for example, by clicking
on an ad unit for the purpose of generating an improper click value and generating revenue.

5. Ownership/Control.
As between the Parties, Talent shall retain full control and ownership of, and absolute liability for, the
Talent Channel(s) and all content contained therein. This shall include creation, procurement, and
uploading of any and all content therein, and the ongoing management and look and feel of the
Talent Channel(s). Ritual Network will not have the ability to upload content, alter the design or
layout, etc. of the Talent Channel(s); provided, however, that Ritual Network may require Talent to
remove content immediately upon any notice of copyright violation, or violation of any party’s rights,
or concern thereof. Talent agrees it shall not remove, designate as “private,” alter or modify content
from the Talent Channel(s) (after it has been uploaded) throughout the Term of this Agreement
without the prior written approval of Ritual Network, or unless requested by Ritual Network or
YouTube. Any video content or other content (text, annotations, or otherwise) that is in violation of
the terms of this Agreement or violates any laws, rules or regulations, including Ritual Network’s or
any of Ritual Network’s video distribution platforms’ or networks’, terms, rules, policies, guidelines or
other business interests, shall also be removed immediately upon request. Talent shall not use
annotations or other similar tools and features in a manner that would conflict or interfere with Ritual
Network’s promotional or sales efforts and ongoing advertising campaigns.

6. Revenue Collection; Right of Withholding and Offset.

6.1 Ritual Network will collect all payments with respect to and revenues generated by the Talent
Channel(s)and the content thereon, including payments and revenue from AdSense for Video,
YouTube direct sales, Ritual Network’s direct sales, or sales by any other party or ad network on the
Talent Channel(s)), and then make payments to Talent in accordance with this Agreement.
6.2 Ritual Network has right to withhold or deduct payment owed hereunder pending or following
the resolution or adjudication of any breach, claim or loss related to this Agreement, any other
agreement or otherwise. Ritual Network shall notify Talent in the event that it is withholding or
deducting payments pursuant to this Section. In addition, Ritual Network has the right to offset any
amounts owed by Ritual Network to Talent under this Agreement against any amounts owed to
Ritual Network by Talent under this Agreement, any other agreement or otherwise.

7. Access to Talent’s YouTube Accounts/Reporting to Talent.

Talent shall provide Ritual Network with all necessary access and controls to its applicable
distribution platform and/or network account(s) (e.g., YouTube) in connection with the various Talent
Channel(s) and the content thereon to enable Talent Channel(s) to become part of the Ritual
Network Distribution Network, including for example in Ritual Network’s YouTube “CMS” or content
management system or any other content management system that Ritual Network may use. This
access shall only be used for purposes necessary to further the subject matter of this Agreement
(e.g., to monitor traffic, views, prepare reports, check Adsense numbers, etc.). Ritual Network
agrees to provide Talent with a true and correct version of the most then-current report Ritual
Network receives with respect to Talent Channel(s), on no less than a monthly basis or as available
to Ritual Network from the applicable video distribution platform or network if longer. In addition,
Talent reserves the right to confirm the accuracy of the Ritual Network report directly with the
applicable video distribution platform or network provided such information requests are conducted
through and in coordination with Ritual Network and limited to no more than one time per year.

8. Term/Termination/Survival/Right of First Opportunity and Last Refusal.

8.1 The term of this Agreement shall commence on the Effective Date and continue for the Initial
Term. The Initial Term shall automatically renew for each Extension Term unless Talent provides
Ritual Network not less than the number of days written notice prior to the end of the Initial Term or
the current Extension Term, as applicable, as described in the agreement. The “Extension Term”,
together with each other Extension Term and the Initial Term, is referred to herein as the “Term.”
8.2 If Talent contemplates entering into a similar relationship with a third party following the
expiration of this Agreement, Talent agrees to provide Ritual Network with a first opportunity to
negotiate and a last right of refusal (to match the third party’s terms) prior to actually entering into
any contract or agreement with the third party. The parties agree to promptly negotiate any potential
renewal or right of the first opportunity in good faith.
8.3 Notwithstanding anything to the contrary contained herein: (A) Talent may terminate this
Agreement at in the event that (i) Ritual Network is in material breach of the Agreement and such
breach remains uncured for a period of more than thirty (30) days following notice to Ritual Network
of such breach, or (ii) Talent ceases business operations provided, however, that Talent’s existing
content on the Talent Channel(s) shall remain available to end users, including, without limitation, on
YouTube, and under the terms of this Agreement continue to be represented exclusively by Ritual
Network, and that Talent not create a similar or competitive channel for a period of one year after
such termination; and (B) Ritual Network may terminate this Agreement (i) in its sole discretion, at
any time without cause upon the provision to Talent of thirty(30) days’ notice at the address or email
first set forth above (or as updated by Talent by providing Ritual Network with written notice); (ii) in
the event that Talent is in material breach of the Agreement and such breach remains uncured for a
period of more than thirty (30) days following notice of Talent of such breach or (iii) immediately
following notice, in the event of Action Fraud or a material breach by Talent of any terms of Ritual
Network’s or YouTube’s or other applicable platform’s or network’s rules or policies.
8.4 Upon any such termination by Ritual Network, neither party shall have any further obligation,
rights or duties to the other party, except: (a) that any undisputed payments owed by Ritual Network
to Talent prior to the date of termination shall be deemed payable (excluding payments withheld,
deducted or offset pursuant to Section 6.2).
8.5 Note: You agree not to unlink your channel at any time from Ritual Network’s YouTube CMS as
long as this agreement is in effect and any bonus payment recoupment is outstanding. In case that
you unlink your channel before the bonus payment has been recouped, you must share your
monthly revenue statistic with Ritual Network and you will continue to pay Ritual Network the agreed
commission fee until the bonus payment has been recouped. The bonus payment will be deducted
by RN from the monthly revenue generated by the Talent taken from our share of generated
revenue. This agreement cannot be terminated until the bonus payment has been recouped in full.

9. Rights & Grants.

In addition to the other rights and licenses granted to Ritual Network by Talent in this Agreement,
Talent hereby grants to Ritual Network any and all necessary rights and licenses it may need to
affect the terms of this Agreement (including, for example, Ritual Network’s sales, marketing, and
promotional efforts), including for example the right to use her/his/its name, likeness, biography, and
logo, registered marks if any, names of properties, etc., and to represent Ritual Network as the
exclusive representative of any ad inventory/ad units/sales/sponsorship opportunities (other than
YouTube as and if applicable) for the Talent Channel(s).

10. Independent Responsibilities.

Each party agrees that it will be fully responsible and liable for its own content and any and all third
party claims that may arise from its properties, sites, and content. This Agreement confers no
ownership or control and does not constitute a ‘partnership’ or ‘joint venture’ within the
legal/corporate meanings of those terms. The parties remain independent of each other and
maintain their liabilities as their own. Each party remains responsible for any and all permissions,
rights or clearances it may need in connection with its own business, site, or channel operations, and
responsible for any risks, liabilities, fees or payments it may be required to make in connection
therewith or in connection with their respective content.
11. Confidentiality.
11.1 Talent understands and acknowledges that the existence of and terms of this Agreement
shall be strictly confidential. Talent shall not, without the express written consent of Ritual Network,
disclose the terms of this Agreement or any other information disclosed by Ritual Network to Talent
to any third party, nor to any employees, contractors, vendors, consultants or Talents other than
those employees who have an actual need to know such information in order to perform their duties
or if required to do so pursuant to a subpoena or other similar legal process, provided that Talent
provides Ritual Network prompt notice of the disclosure requirement such that the latter may contest
such disclosure or seek a protective order.
11.2 Talent shall refer any questions that Talent may receive in connection herewith to Talent’s
contact at Ritual Network for guidance on how to appropriately respond. Any questions Talent may
have with respect to the Talent Channel(s), their distribution platforms, other distribution
opportunities, sponsorship opportunities, etc., shall also be addressed directly to Talent’s contact at
Ritual Network.
12. Representations and Warranties; Covenants. Talent represents, warrants and agrees that: (a)
it has the full right and power to make and perform this Agreement without the consent of any third
party; (b) it has any and all necessary rights or clearances it may need in connection with the Talent
Channel(s) and the content thereon (to the extent it would be necessary for the specific use, e.g.,
display on YouTube or any applicable platform or network) in order to grant Ritual Network the rights
granted hereunder; (c) Ritual Network’s distribution and use of, and sale of advertising on, the Talent
Channel(s) and the content thereon as set forth herein will not infringe on the rights of any person or
entity, defame any person or entity, or violate any right of publicity or privacy of any person or entity;
(d) Talent will not include in any
Talent Channel(s) any content or materials that would violate any laws, rules or regulations,
including Ritual Network’s or any Ritual Network video distribution platform’s or network’s general
rules, terms, guidelines and/or policies; and (e) Talent will not undertake any activities or enter into
any agreements that are either in conflict with this Agreement or that are directly competitive to
Ritual Network. Talent further represents that Talent is at least 18 years of age or otherwise legally
capable of entering into binding agreements. If Talent is under the age of 18 or otherwise incapable
of entering into this Agreement, Talent shall obtain his or her parent’s or legal guardian’s permission
to do so as evidenced by their signature below provided, however, that in any case Talent must be
at least 13 years of age. Each party shall be solely responsible for the payment of all of its own
taxes, assessments and all other similar withholdings from or assessments on any monies paid
hereunder.

13. Indemnity; Limitation on Liability.

13.1 Indemnity. Talent hereby agrees to indemnify and hold harmless Ritual Network, its parent,
Talents, officers, directors, employees, agents, successors, licensees and assigns, from and against
any and all causes of action, claims, damages, obligations, losses, liabilities, costs or debt, and
expenses (including but not limited to attorney's fees) (collectively, “Claims”) arising out of any
breach by Talent of any of the obligations, agreements, representations and/or warranties made
hereunder.
13.2 The parties agree and acknowledge that Talent is not an employee of Ritual Network, and
Talent shall indemnify Ritual Network and hold it harmless against all Claims related to
compensation and benefits to which employees may be entitled, including taxes, penalties and
accounting fees. Talent and Ritual Network shall notify the other if either becomes aware of such a
claim by any state or federal entity; and Talent will not represent to any third party that Ritual
Network and Talent are partners or joint venturers, nor that Talent can bind Ritual Network to any
agreement with anyone else.
13.3 Except with respect to breaches of Section 12 (Confidentiality), indemnification payments and
obligations, fraud, gross negligence or willful misconduct, no party shall be liable to the other for
special, consequential or incidental damages or for lost profits.

14. Assignment.
Talent understands and agrees that Ritual Network may freely assign this Agreement; however,
because the subject matter hereof is personal to Talent and Talent’s content, Talent may not assign
this Agreement to any person or entity without Ritual Network’s prior written consent.

15. Talent Responsibility for Personnel.

Talent and all personnel supplied directly by Talent shall be deemed employees or subcontractors of
Talent and will not be considered employees, agents or subcontractors of Ritual Network for any
purpose whatsoever. Talent assumes full responsibility for the actions of all such personnel and for
the payment of their compensation (including, if applicable, withholding of income taxes, and the
payment and withholding of social security and other payroll taxes), workers’ compensation,
disability benefits and the like to the extent applicable to the personnel involved.
Notwithstanding and without in any way limiting any terms and conditions set forth in this Agreement,
all subcontractors of Talent shall be deemed to have made all of the representations and warranties
of Talent set forth herein and shall be subject to any obligations of Talent hereunder, and, if
requested by Ritual Network, Talent shall obtain from each subcontractor its written consent to and
acknowledgment of the terms of this Agreement. Talent shall be responsible for any breach by any
subcontractor of any representations, warranties or obligations set forth in this Agreement. For the
sake of clarity, this is not an agreement for the performance of any services.

16. Non-Waiver;
Remedies Cumulative. A waiver by either party of any of the terms or conditions of this Agreement
shall not, in any instance, be deemed or construed to be a waiver of such terms or conditions for the
future or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and
agreements contained in this Agreement shall be cumulative and none of them shall be in limitation
of any other remedy, right, undertaking, obligation, or agreement of either party.

17. Mutual Covenants.

Talent and Ritual Network each agree that they will undertake the activities contemplated by this
Agreement in compliance with all applicable laws and regulations.

18. Governing Law.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or
formation (including non-contractual disputes or claims) shall be governed by and construed in
accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction
to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter
or formation (including non-contractual disputes or claims).

19. Injunctive Relief.

Talent hereby acknowledges that it will be impossible to measure in money the damages that would
be suffered if Talent breaches the exclusive rights granted to Ritual Network hereunder and that in
the event of any such breach, Ritual Network will be irreparably damaged and will not have an
adequate remedy at law. Ritual Network shall, therefore, be entitled to injunctive relief, including
specific performance, to enforce such rights and may seek the foregoing in any court of competent
jurisdiction. Talent’s sole and exclusive remedy for Ritual Network’s breach, termination or
cancellation of this Agreement or any term hereof shall be an action for damages and Talent
irrevocably waives any right to equitable or injunctive relief or to enjoin or restrain Ritual Network and
its successors, video distribution partners, assigns, and licensees from exploiting the Talent
Channels hereunder.

20. Captions.
Section or other headings contained in this Agreement are for convenience only and shall not affect
in any way the meaning or interpretation of this Agreement.

21. No Presumption.
Talent represents and warrants that Talent has had the opportunity to review this Agreement before
signing it and that Talent has obtained legal counsel or other professional advice or deliberately
refrained from obtaining legal counsel or other professional advice in connection therewith. This
Agreement shall be construed as though jointly drafted by Talent and Ritual Network with no
presumption drawn against either as a drafter.

22. Counterparts and Email.

For the convenience of the parties, the parties may execute any number of counterparts of this
Agreement hereto. Each such counterpart shall be deemed to be an original instrument but all such
counterparts taken together shall constitute one and the same Agreement. This Agreement may be
delivered following execution by Email or fax with executed originals from Talent to be delivered to
Ritual Network thereafter by mail, to the address above.

23. Notices.
All notices to be given to the other party hereunder will be addressed to such party at the address
set forth in this agreement at, or at such other address as such party may designate in writing from
time to time. All notices must be in writing and must be served by personal delivery, or certified mail,
return receipt requested. Except as otherwise provided herein, such notices will be deemed given on
the date personally delivered, or the date two (2) business days after the date mailed if mailed in the
United Kingdom, and five (5) business days after the date mailed if mailed outside the United
Kingdom.

24. Entire Agreement.

These Terms and Conditions shall constitute a binding agreement between the parties as of the
Effective Date and supersedes any and all prior written or oral agreements between the parties in
connection with the subject matter hereof, including any letter agreement regarding the inclusion of
the Talent Channel(s) in the Ritual Network Distribution Network. This Agreement may not be
modified or amended except in writing signed by the parties hereto.

25. Miscellaneous.
Talent as Independent Contractor and Responsibility for Personnel. This Agreement will not render
the talent an employee, partner, agent of, or joint venturer with the Company for any purpose. The
talent is and will remain an independent contractor in relation to the Company. Ritual Network will
not be responsible for withholding taxes with respect to the talent compensation hereunder. The
talent will have no claim against the Ritual Network hereunder or otherwise for vacation pay, sick
leave, retirement benefits, social security, worker’s compensation, health or disability benefits,
unemployment insurance benefits, or employee benefits of any kind. Talent representatives and all
personnel supplied directly by talent will be deemed employees or subcontractors of talent and will
not be considered employees, agents or subcontractors of Ritual Network for any purpose
whatsoever.

Exhibit B
1. Exclusive Merchandising Relationship
1.1 Talent grants to Ritual Network the exclusive, non-transferable right to conduct the Business
through its Platform in accordance with the Agreement for the duration of the Term.
1.2 Ritual Network undertakes to conduct the Business through its Platform on the terms set out of
this Agreement. Ritual Network agrees to pay Talent the Fees received in respect of the sales of
Merchandise.
1.3 For the duration of the Term:
(a) Talent may not grant to any Person other than Ritual Network a right to conduct the Business;
and
(b) Talent shall ensure that all Influencers do not grant to any Person other than Ritual Network a
right to conduct the Business.
1.4 Ritual Network warrants that it has the necessary capacity, power, and ability and has
procured the necessary agreements to ensure that it complies with clause 1.3(b) above.

2. Design, development, and sale of Merchandise and Products

2.1 Ritual Network may liaise directly with each Influencer to facilitate the design, development,
and selling of any Merchandise and Products.
2.2 In respect of the development of a specific Product, the following procedure shall apply:
(a) Ritual Network shall be responsible for the creation of all designs for the Product, and shall
forward the designs for consideration from the Influencer;
(b) upon approval of the Design from the Influencer, Ritual Network shall provide a free sample of
the Product to the Talent;
(c) the Talent must notify Ritual Network within 5 Business Days of receipt of the free sample,
whether the sample is accepted or whether any changes are requested; and
(d) after notice of approval has been received, or 5 Business Days have elapsed, Ritual Network
can offer the Product for sale on the Platform.
2.3 Ritual Network shall retain ownership in all designs created by it for the Product and may offer
the designs for purchase by the Influencer on request.
2.4 Ritual Network shall be responsible for all customer service associated with the offer and sale
of any Products on the Platform.
2.5 Ritual Network has the right to determine and amend at any time, at its absolute discretion, the
price at which any Product is offered for sale on the Platform.
2.6 Ritual Network has the right, at its absolute discretion, discontinue the sale of any Product on
the Platform at any time.
2.7 Talent agrees should any Influencer cease to have a management agreement with Talent,
Ritual Network has the right to contact that Influencer independently and agree to design, develop
and sell Merchandise and Products for that Influencer.

3. Influencer’s Promotion of Merchandise and Products

3.1 Ritual Network warrants that it has the necessary capacity, power, and ability and has
procured the necessary agreements.
4. Intellectual Property
4.1 Talent grants to Ritual Network an exclusive sublicense to, in the Territory, for the duration of
this Agreement:
(a) use his Intellectual Property in the design, development, promotion, and sale of the Products
on the Platform; and
(b) use his trademarks and other Intellectual Property (including logo, brand names, and images)
to promote the Platform on Ritual Network’s website and social media accounts.
4.2 Talent grants to Ritual Network a non-exclusive sublicense to, in the Territory, for the duration
of this Agreement, use its trademarks and other Intellectual Property (including its logo, brand
names, and images) to promote Ritual Network’s Platform on Ritual Network’s website and social
media accounts.
4.3 Talent acknowledges and agrees that all Intellectual Property Rights in Intellectual Property
created by Ritual Network (including artwork and designs) in the course of designing and developing
any Products shall remain in Ritual Network.
4.4 Talent warrants that:
(a) it has the necessary capacity, power, and ability and has procured the necessary agreements
to ensure that it complies with clause 4.1 above.
(b) Ritual Network’s use of each Influencer’s Intellectual Property in the design, development,
promotion, and sale of the Products on the Platform is made with authority from the Talent and will
not breach any Intellectual Property Rights.

5. Fees
5.1 General:
(a) Subject to the remainder of this clause, Ritual Network shall pay Talent the Fees in accordance
with this clause.
(b) To avoid doubt, Talent is not entitled to any Fee relating to any Merchandise unless and until
the associated revenue has been received by Ritual Network in full.
(c) The parties may agree to amend the amounts of the Fees at any time by written agreement.
Fees: 20% of the Net Sales received by Ritual Network.
5.2 Talent must notify Ritual Network in writing at least 14 days in advance of any change to its
nominated bank account.
5.3 Payment: Once time a month, Ritual Network shall pay all new Fees which have accrued as at
of that date.

6. Warranties and Indemnity

6.1 Products and Platform: Ritual Network does not give any warranty relating to the Products or
the Platform to Talent, any Influencer or any prospective customer, or any other prospective user,
other than the warranties:
(a) that Ritual Network makes directly to customers purchasing Merchandise on the Platform upon
their acceptance of any applicable terms and conditions; or
(b) for which Ritual Network cannot exclude its liability by law.
6.2 To the maximum extent permitted by law:
(a) Ritual Network’ warranties are limited to those set out in any applicable terms and conditions
made with a customer of the Platform, and all other conditions, guarantees or warranties whether
expressed or implied by statute or otherwise are expressly excluded and, to the extent that they
cannot be excluded, liability for them is limited to an amount equal to the Fees paid or payable by
Ritual Network to Talent in relation to the relevant Product; and
(b) Ritual Network makes no representation concerning the quality of the Products or the Platform
and does not promise that the Platform will operate without error or interruption.
6.3 Talent indemnifies Ritual Network from and against any Losses suffered or incurred by Ritual
Network resulting from the use by Ritual Network of any Influencer’s Intellectual Property in the
design, development or sale of any Products.

7. Exclusion of liability
7.1 To the extent allowable by law, Ritual Network is not liable to Talent under or in connection
with the Agreement for any:
(a) loss of profit, revenue, savings, business, data and/or goodwill; or
(b) consequential, indirect, incidental or special damage or loss of any kind.
7.2 To avoid doubt, Creator’s liability to a Talent or any other person is a type of loss excluded
under the preceding clause.

Exhibit C
1. ​Ritual Network believes in full transparency and in full, fair and effective disclosures of material
facts relating to talents’ relationship with Ritual Network and brands/sponsorships. Because talent
has a relationship with Ritual Network and/or brands as a talent, in accordance with FTC
Endorsement and Testimonial Guidelines (“FTC Guides”), talent will include a disclaimer with all
Client-Related Content talent shares publicly stating that talent has a material connection to the
Client and was compensated or otherwise incentivized to post the Client-Related Content. Ritual
Network and Client reserve the right to specify the form and content of such disclaimers. Ritual
Network reserves the right to immediately terminate these Terms if talent fails to make social media
or other disclosures in the manner set forth in the FTC Guides and/or as instructed by Ritual
Network, which failure shall be deemed a material breach of the Terms that is not capable of cure.
Ritual Network and Client shall have the right to inspect and/or approve the topics and content of
blogs and/or social media posts and other Client-Related Content prior to posting by talent and to
request revisions if such materials are not approved, such request to be made to talent within two (2)
business days of talent’s submission of such materials. talent agrees to submit revised materials
within two (2) day(s) of receiving a request for revision from Ritual Network.

2. ​ Talent agrees to defend, indemnify and hold harmless Ritual Network, Client and their
respective officers, directors, employees, business partners and agents, from and against any and
all third party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including
but not limited to attorney’s fees) arising from: (i) talent’s breach of any of its representations and/or
warranties hereunder, (ii) the authorized use of the Work Product and other Client-Related Content
or exercise of the rights granted hereunder, (iii) talent’s use of third party products or content in
performing the Services; and (iv) talent’s negligence or willful misconduct.

3. ​ Talent hereby agrees, for itself, executors and administrators, to release, waive, discharge,
absolve, agree to hold harmless, and covenants not to sue, Ritual Network, Client and their
respective agents, employees, officers, directors, successors and assigns (collectively, “Released
Parties”), from and/or in relation to any and all liability, loss, harm, damage, injury, cost or expense
whatsoever which talent, his/her heirs, executors, administrators and assigns had, now have or
hereafter may have, by reason of any matter connected in any way with the Released Parties’
exercise of their express or implied rights hereunder, including but not limited to the right to use
talent’s name, voice or likeness, it being understood that the released parties shall be free to use
talent’s name, voice, and likeness in any manner in connection with the Client-Related Content or
otherwise in support of the purposes of these Terms.

4. ​ Talent warrants that talent is at least 18 years of age, will adhere to FTC Guides and has the
right to contract in talent’s own name.

5. ​ Talent hereby agrees that they are responsible for adhering to FTC Guides.

IN WITNESS WHEREOF​, the undersigned have executed this Agreement as of the date first written
above.
Ritual Network, LTD.

Legal Name:
By accepting this agreement, you confirm that you are of legal age or that you have approval from a
parent or guardian.