IRIAM CHARACTER LICENSE AGREEMENT

The fictional anime Live2D model characters provided by LICENSOR used in LICENSOR’s IRIAM mobile application (“App”) including said characters' representations, names, likenesses and all environmental settings, artwork and other materials associated therewith. Without limitation to any other reservations, terms and conditions herein, specifically excluded herefrom are rights to any and all other versions including without limitation sequels, spin-offs or live action versions of said series. “Territory” shall mean the United States of America (“Territory”).

1. (a) Licensor hereby grants to Licensee within the Territory (i) a limited, revocable, exclusive, non-transferable license of the Licensed Property for use in the App; and (ii) a limited right to create, publish, broadcast, manufacture, distribute or sell the Licensed Property in connection with the promotion and advertisement of the App (“Licensed Products”). Such grant of right to use the Licensed Property within the App is limited to use by Licensee and/or broadcasters represented by the Licensee. All goodwill generated by the use of the Licensed Property shall inure to the benefit of the Company.
2. (b) Licensee specifically understands and agrees that no rights are granted herein with respect to the IRIAM logo or trademark, or any other trademark(s), logo(s) or copyrights owned by Licensor other than those specifically set forth above in the Licensed Property, it being understood that all rights in and to said properties are reserved exclusively to Licensor for use and/or licensing as it deems appropriate to third party(s) of its choice.

1. (a) Notwithstanding anything stated herein, upon the Licensee broadcasting 300 hours on the App using the Licensed Property, Licensor shall transfer all of its right, title and interest in the Licensed Property to Licensee, provided however, that the amount of time counted towards such 300 hours is limited to 2 hours per day. For purposes of this clause, a day shall be from 4:00am to 3:59am the following day Eastern Time (Eastern Daylight Time (UTC-4)/Eastern Standard Time (UTC-5), as applicable).
2. (b) Upon the transfer of the Licensed Property from Licensor to Licensee, Licensee (i) grants to the Licensor a perpetual, royalty-free, non-exclusive license to use the Licensed Property in any way, medium or form; (ii) covenants to continue abiding by the obligations as set forth in Sections 6 (Indemnification), 9 (Good Will), 10 (Representations and Warranties), 11 (Limitation of Liability, Disclaimer), 18 (Confidentiality).

This Agreement will begin upon our acceptance of your online application, and will continue unless terminated hereunder (“Term”).

Licensor reserves all rights not expressly conveyed to Licensee hereunder, and Licensor may grant licenses to others to use the Licensed Property, artwork and textual matter in connection with other uses, services and products without limitation.

1. (a) During the Term, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense, arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth herein, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto.
2. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, and its parent and affiliates and shall hold them harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any use by Licensee of the Licensed Property; (iii) any use of any trademark, or copyright (except in the Licensed Property used in accordance with this Agreement), design, patent, process, method or device; (iv) Licensee's noncompliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof.

1. (a)The copyright in and to the images, including ones displayed in IRIAM ( "Visual Display") shall be owned as follows:
1. (i) The copyright in and to all elements of the Visual Display constituting pre-existing material of Licensor from Licensor's anime characters as set forth in Section 1 "Licensed Property" ( "Pre-Existing Material"), are acknowledged to be the sole and exclusive property of Licensor and shall remain the sole and exclusive property of Licensor unless otherwise provided herein;
2. (ii) The copyright in and to all elements of the Visual Display constituting original material created by Licensee shall be the sole and exclusive property of Licensee. Licensee retains sole and exclusive ownership of all of Licensee's inventions, whether patented or not, trade secrets and similar information and processes of a confidential nature, and works of authorship, whether copyrighted or not, whether manifested in the Visual Display or not, and whether embodied in hardware or software used to create the Visual Display. Licensee shall be free to use and license others to use elements of the Visual Display owned by Licensee.
2. (b) PACKAGING, ADVERTISING AND PROMOTIONAL MATERIALS: Except as otherwise provided herein, the copyrights in and to any original material, other than the Visual Displays, which is created by or for Licensee for the purpose of packaging, advertising or promoting the Licensed Product(s), including but not limited to the enclosure for the Licensed Product(s), all cartons, containers, packing and wrapping material, tags, labels, imprints or other devices, and all advertising and promotional materials (all such material hereinafter referred to as the "Other Materials"), shall be owned solely and exclusively by Licensee. Providing that the copyright in and to all elements of the Other Materials that constitute Licensor's Pre-Existing Material, material furnished to Licensee by or on behalf of Licensor, or any material that is derivative of the foregoing, is acknowledged to be owned solely and exclusively by Licensor and shall remain the sole and exclusive property of Licensor.
3. (c) LIMITATIONS ON OWNERSHIP RIGHTS: The parties agree and acknowledge that each shall have the same right as any person or party with regard to any material incorporated in the Licensed Product (s), Other Materials, or Visual Displays which is in the public domain (provided that it has not entered into the public domain as the result of an act or omission in breach of this Agreement or any other written agreement by or between the parties hereto).

1. (a) Licensee agrees that the Licensed Product(s) shall be of high standard and of such style, appearance and quality as shall be adequate and suitable to their promotion, distribution and sale to the best advantage of Licensee and Licensor. The quality and style of such product and its cartons and containers shall be subject to Licensor's approval.
2. (b) Any modification of a Licensed Product must be submitted in advance for Licensor's written approval as if it were a new Licensed Product. Approval of a Licensed Product which uses particular artwork does not imply approval of such artwork for use with a different Licensed Product.
3. (c) Licensee agrees that it will not use the Licensed Property or any reproduction thereof in any advertising, promotional or display material or in any other manner without Licensor's prior written approval not to be unreasonably withheld.

Licensee recognizes the value of the publicity and good will associated with the Licensed Property and acknowledges: (a) such good will is exclusively that of Licensor; and (a) that the Licensed Property has acquired a secondary meaning as Licensor's trademarks and/or identifications in the mind of the purchasing public. Licensee further recognizes and acknowledges that a breach by Licensee of any of its covenants, agreements or undertakings hereunder will cause Licensor irreparable damage, which cannot be readily remedied in damages in an action at law, and may, in addition thereto, constitute an infringement of Licensor's copyrights, trademarks and/other proprietary rights in, and to the Licensed Property, thereby entitling Licensor to equitable remedies, and costs.

1. (a) Licensor represents and warrants to Licensee that:
1. (i) It has, and will have throughout the Term, the right to license the Licensed Property to Licensee in accordance with the terms and provisions of this Agreement; and
2. (ii) The making of this Agreement by Licensor does not violate any agreements, rights or obligations of any person, firm or corporation.
2. (b) Licensee represents and warrants to Licensor that, during the Term and thereafter:
1. (i) It will not attack the title of Licensor (or third parties that have granted rights to Licensor) in and to the Licensed Property or any copyright or trademarks pertaining thereto, nor will it attack the validity of the license granted hereunder, provided however, that such representation shall not apply after transfer of Licensed Property as provided for herein;
2. (ii) It will not harm, misuse or bring into disrepute the Licensed Property, but on the contrary, will maintain the value and reputation thereof to the best of its ability;
3. (iii) It will manufacture, sell, promote and distribute the Licensed Products in an ethical manner and in accordance with the terms and intent of this Agreement, and in compliance with all applicable government regulations and industry standards;
4. (iv) It will at all times comply with all government laws and regulations, including but not limited to product safety, food, health, drug, cosmetic, sanitary or other similar laws, and all voluntary industry standards relating or pertaining to the manufacture, sale, advertising or use of the Licensed Property and Licensed Products, and shall maintain its appropriate customary high quality standards during the Term hereof. It shall comply with any regulatory agencies which shall have jurisdiction over the Licensed Property and Licensed Products and shall procure and maintain in force any and all permissions, certifications and/or other authorizations from governmental and/or other official authorities that may be required in response thereto.

EXCEPT AS PROVIDED IN SECTION 6 (INDEMNIFICATION) OR SECTION 18 (CONFIDENTIALITY), UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE TO LICENSEE FOR INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT, INCLUDING LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, LOSS OF USE OF THE ANY TECHNOLOGY PRODUCTS OR INTELLECTUAL PROPERTY RIGHTS LICENSED HEREUNDER, DOWNTIME COSTS, OR DAMAGES AND EXPENSES ARISING OUT OF CLAIMS (WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES AND EVEN IF THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE).

EXCEPT AS SET FORTH IN THIS AGREEMENT, THE LICENSED PROPERTY IS BEING PROVIDED "AS IS" AND "WITH ALL FAULTS", AND LICENSOR HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THOSE ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

1. (a) Licensor shall have the right to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement, or otherwise in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called "defaults"):
1. (i) Licensee breaches any any of its obligations provided for in this Agreement, or fails to broadcast on a regular basis as determined in the Licensor’s sole discretion; or
2. (ii) Licensee shall fail to comply with any laws, regulations or voluntary industry standards as provided herein or any governmental agency or other body, office or official vested with appropriate authority finds that the Licensed Products are harmful or defective in any way, manner or form, or are being manufactured, sold or distributed in contravention of applicable laws, regulations or standards, or in a manner likely to cause harm; or
3. (iii) Licensee shall be unable to pay its debts when due, or shall make any assignment for the benefit of creditors, or shall file any petition under the bankruptcy or insolvency laws of any nation, jurisdiction, county or place, or shall have or suffer a receiver or trustee to be appointed for its business or property, or be adjudicated a bankrupt or an insolvent; or
4. (iv) Licensee has made a material misrepresentation or has omitted to state a material fact necessary to make the statements not misleading; or
5. (v) Licensee shall breach any other agreement in effect between Licensee on the one hand and Licensor on the other.
6. (vi) Licensee fails to broadcast at least 30 hours per month on the App.
   
   The following equation shall apply for purposes of calculating the 30 hour minimum.
   Hours broadcast in a month = 30 x (Number of days in initial broadcast month - First broadcast date + 1) / Number of days in initial broadcast month.
   
   By way of example, if the Licensee commences live streaming on May 15th, the broadcast hours for the May will be 16.45 hours.
   30 * (31 - 15 + 1) / 31 ≒ 16.45
   
   Notwithstanding anything stated herein, the minimum required broadcast hours may be disregarded for circumstances beyond the Licensee’s control (e.g., health reasons, and other similar circumstances, and decided in the Licensor’s sole discretion).
2. (b) In the event any of these defaults occur, Licensor shall give notice of termination in writing to Licensee by facsimile and certified mail. Licensee shall have ten (10) days from the date of giving notice in which to correct any of these defaults (except subdivision (xiii) above which are not curable), and failing such, this Agreement shall thereupon immediately terminate.

Unless the Licensed Property has been transferred pursuant to this Agreement, following expiration or termination of this Agreement, Licensee shall immediately cease any and all use of the Licensed Property and creating, publishing, broadcasting, manufacturing, distribution or sell of the Licensed Product.
Either you or Company may terminate this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of email sent to you at the applicable e-mail address set forth in your online application, as may be updated by you by providing written notice to Licensor. Any notices sent to Licensor hereunder must be sent by email to: support@iriam.com.

This Agreement does not constitute and shall not be construed as a constitution of a partnership or joint venture between Licensor and Licensee. Neither party shall have any right to obligate or bind the other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third persons.

This Agreement shall bind and inure to the benefit of Licensor, its successors and assigns. Unless it is to a live streamer that the Licensor represents on the App, Licensee shall not sublicense, franchise or delegate to third parties its rights hereunder. Neither this Agreement nor any of the rights of Licensee hereunder shall be sold, transferred or assigned by Licensee and no rights hereunder shall devolve by operation of law or otherwise upon any receiver, liquidator, trustee or other party.

This Agreement is governed by the laws of California without regard to conflict of law principles. Licensor and Licensee submit to the personal and exclusive jurisdiction and venue of the state and federal courts located in Los Angeles, California for resolution of any lawsuit or court proceeding permitted under this Agreement.

No waiver, modification or cancellation of any term or condition of this Agreement shall be effective unless executed in writing by the party charged therewith. No written waiver shall excuse the performance of any acts other than those specifically referred to therein. The fact that the Licensor has not previously insisted upon Licensee expressly complying with any provision of this Agreement shall not be deemed to be a waiver of Licensor's future right to require compliance in respect thereof and Licensee specifically acknowledges and agrees that the prior forbearance in respect of any act, term or condition shall not prevent Licensor from subsequently requiring full and complete compliance thereafter. If any term or provision of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction or any other authority vested with jurisdiction, such holding shall not affect the validity or enforceability of any other term or provision hereto and this Agreement shall be interpreted and construed as if such term or provision, to the extent the same shall have been held to be invalid, illegal or unenforceable, had never been contained herein. Headings of paragraphs herein are for convenience only and are without substantive significance.

The non-public artwork and the materials and information supplied to Licensee hereunder as well as communication between the parties and any other non-public information constitute, relate to, contain and form a part of confidential and proprietary information of Licensor, including, but not limited to, style guides, design elements, character profiles, unpublished copyrighted material, release dates, marketing and promotional strategies, information about new products, properties and characters, the terms and conditions of this Agreement, and other information which is proprietary in nature or is a trade secret (collectively, the "Proprietary Information"). Licensee acknowledges and agrees that the Proprietary Information is highly confidential and that disclosure of the Proprietary Information will result in serious harm to Licensor. Among other damage, unauthorized disclosure of the Proprietary Information will (a) damage Licensor's carefully planned marketing strategies, (b) reduce interest in the Licensed Property, (c) make unique or novel elements of the Licensed Property susceptible to imitation or copying by competitors, infringers or third parties prior to Licensor's release of the information or materials, (d) damage Licensor's proprietary protection in undisclosed or unpublished information or materials, and (e) provide unauthorized third parties with materials capable of being used to create counterfeit and unauthorized merchandise, visual products or other products, all of which will seriously damage Licensor's rights and business. Except as expressly approved in writing by Licensor, Licensee shall not reproduce or use the Proprietary Information and shall not discuss, distribute, disseminate or otherwise disclose the Proprietary Information or the substance or contents thereof, in whole or in part, in its original form or in any other form, with or to any other person or entity other than Licensee's employees and third parties who have been approved by Licensor specifically for the purposes stated herein , and such employees and third parties shall be given access to the Proprietary Information only on a "need-to-know" basis.

This Agreement constitutes the entire Agreement between the parties concerning the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, expressed, implied or statutory, between the parties other than as expressly set forth in this Agreement.