These standard terms and conditions for the linear television network advertising and sponsorship contracts (“Terms”) govern linear advertising and sponsorship transactions between Advertiser (defined below) or its Agency acting on behalf of Advertiser and one or more of the following networks: Star US LLC (“Star”), as well as advertising sponsorship transactions between Advertiser or its Agency on behalf of Advertiser and Star. “Advertiser” means the advertiser who entered into a Campaign with Star. “Agency” means the advertising agency acting on behalf of an Advertiser who entered into a Campaign with Star. “Client” shall mean jointly and severally the Advertiser and the Agency. “Campaign” means one or more advertising or sponsorship campaigns as expressly agreed between Advertiser or Agency on behalf of Advertiser and Star. It is understood and agreed that all Campaigns shall be governed by these Terms, which shall be binding on all sponsorships and time buys made by Advertiser or by Agency on behalf of Advertiser with Star, and no other terms and conditions shall be applicable unless agreed to in writing by the parties.

1. TELECAST

A. Star shall cause the program(s) hereunder and Advertiser’s pre-approved sponsorship announcements and promotional elements or any other free commercial time booked by Star during the program(s) time (“Airtime”) to be telecast on the day(s) and the approximate telecast time(s) (i.e., the current New York Time (“CNYT”) of each program, except the first network feed of multiple-feed programs) specified on the face of each order, provided, however, that Star shall have the right to re-telecast the program(s) and Advertiser’s sponsorship announcements and promotional elements in any and all media now known or hereafter developed as may be used by Star to distribute its programming. It is clarified, that “Spot” shall mean a unit interval within Airtime, ranging in length or duration from a minimum of 10 seconds, and increasing in multiples of 5, i.e., 10 seconds, 15 seconds, 20 seconds, so on and so forth thereafter containing a commercial message supplied by the Client.

B. If any channel is not available or does not clear for a particular telecast, such unavailability or failure to clear shall not constitute a breach of these Terms or vest in Agency or Advertiser any right to terminate these Terms or any Campaign or recover damages. Upon written request, Star shall furnish Agency with the lineup of channels which have cleared the program(s) sponsored hereunder.

C. As used in these Terms, the term “telecast” shall include the transmission of programming and the sponsorship announcements and promotional elements contained therein by means of any and all media now known or hereafter developed, including, but not limited to, telecasting, cablecasting, satellite direct-to-home telecast, video on demand, broadband, pay-per-view, IPTV and all other means Star uses or may in the future use to distribute Star’s programming.

2. PAYMENTS

A. An agency commission of fifteen per cent (15%) shall be allowed on the commissionable package price specified hereunder. All charges hereunder are payable by Agency or Advertiser on or before the telecast or broadcast of the Advertiser’s commercial pertaining to the Advertiser’s goods, products or services for the purpose of attracting customers or supporters (“Ad”). Payments shall be made 100% in advance. Payments hereunder shall be in lawful money of the United States and the date of payment is material. Unless otherwise directed in writing by Agency or Advertiser (as applicable), Star will send all invoices for Advertiser’s sponsorship announcements and services agreed by Agency for Advertiser to such Agency or Advertiser as applicable.

B. In the event that Star is not paid in accordance with these Terms, or in the event of any other material breach of these Terms by Advertiser or Agency, Star may, at its option, cancel the remainder of any Campaign under these Terms in addition to any other rights which it may have, and all payments due hereunder shall become immediately due. Further, should the credit standing of Advertiser or Agency be at any time impaired in the opinion of Star, Star may, at its option, change the requirements as to the terms of payment for further telecasts or Campaigns under these Terms as it may see fit, including, but not limited to, requiring cash in advance, or canceling the remainder of the scheduled Campaign accepted pursuant to these Terms. Upon cancellation under this Section, Advertiser and its Agency will promptly resolve any outstanding disputes regarding the account with Star. All charges for Campaigns, including sponsorship announcements and promotional elements telecast prior to the date of such cancellation shall become immediately due and Advertiser and Agency agree to pay such charges forthwith.

C. In the event Agency and Advertiser fail to make payment as agreed in these Terms, Star shall be entitled to recover all costs of collection including, but not limited to, the costs of any suit brought by Star, reasonable attorneys’ fees and all other related fees and expenses. In addition, Star reserves the right to charge interest at a rate of one and one-half percent (1.5%) per month, compounded monthly, on any past due balances.

D. Star may, in its sole discretion and without notice to or further assent by Advertiser, extend in any manner the time for payment of any invoice, in whole or in part, or forebear from collection of any sums due it, and Advertiser agrees that any such extension, forbearance or other modification, or any other undertaking including, for example, a segregation of funds, shall not be considered an estoppel, waiver, or release of Advertiser’s liability or obligations under these Terms, nor in any way prejudice or affect Star’s rights against Advertiser or Agency.

 3. TAXES

A.Transaction Tax(es).In the event and to the extent that any sales, use, consumption, value-added, gross receipts, excise or similar taxes or surcharges (“Transaction Tax(es)”) are properly applicable to any of the transactions contemplated by this Agreement (as between Star and Advertiser or Agency), Star shall bill and collect the Transaction Taxes from Advertiser or Agency. Advertiser or Agency shall timely pay all invoiced Transaction Taxes. If a valid, executed exemption certificate is provided Transaction Taxes shall neither be billed nor collected. Each Party shall cooperate with, and provide any information or documentation reasonably requested from time to time.

B.Withholding Taxes.Star, Agency, or Advertiser shall each be responsible for their respective income, franchise, withholding, or similar taxes due and payable resulting from its own transactions with sub-licensees or any transactions contemplated by the Agreement and may not charge or otherwise recover such taxes from the other party. Notwithstanding, Advertiser is entitled to deduct and withhold from any consideration payable the amounts required under applicable law to be withheld (“Withholding Taxes”) and only at the reduced rate provided by the applicable tax treaty. Advertiser or Agency shall timely provide Star with all original receipts or necessary documentation evidencing both withholding and payment to the relevant government and shall cooperate as reasonably requested to support any foreign tax credits claimed by Star for such withholding. Operation of this provision is limited to bona fide withholding taxes.

4. PROGRAM AND SPONSORSHIP MATERIAL

A. Except for Advertiser’s sponsorship material and promotional elements, Star shall furnish the program(s) hereunder ready for telecasting. Except as may be otherwise provided herein, Star will furnish all principal and/or continuing feature performers, sportscasters and/or, other cast, rights, script, direction, music, production facilities and services, and other personnel that Star shall deem necessary to the appropriate presentation of each program. Each program will conform to Star’s programming and operating policies and technical standards. Star reserves the right, from time to time, to change the point of origination and/or the method of transmission of the program(s) and/or sponsorship material.

B. Agency shall furnish at its expense all of Advertiser’s sponsorship material and promotional elements including any embedded data elements (the “Advertiser Materials”), provided that the inclusion of all such Advertiser Materials (including the function of any embedded data) has been identified by Advertiser or Agency and approved in writing, in advance by Star in accordance with the technical and delivery requirements specified by Star from time to time including methods of integration applicable to the program(s) and other terms as may be set forth in Star’s vendor agreement. Social security, employer tax, and all other obligations as to talent employed by Agency or Advertiser in connection with the Advertiser Materials hereunder shall, as between Agency or Advertiser and Star, be borne by Agency and Advertiser and be Agency or Advertiser’s sole responsibility.

C. Advertiser Materials must conform to Star’s programming, technical, legal and operating policies and are subject to approval by Star and/or its affiliate’s Broadcast Standards and Practices Department, and by Star’s Legal Department. Star shall have the continuing right to require Advertiser to edit and modify such Advertiser Materials or to require Advertiser to furnish substitute Advertiser Materials satisfactory to Star, to the extent Star deems necessary to make such Advertiser Materials conform to the public interest and to Star’s programming, technical, legal and operating policies. Advertiser Materials shall not contain copy or material which conflicts with product protection rights granted to others by star. advertiser materials, including, but not limited to sponsorships, promotional elements, and public service announcements may not, without star’s prior written approval, contain any data embedded in any portion of the audio or video signal, including any data intended to trigger functionality on a viewer’s electronic devices, in each instance. The only exceptions to this policy are listed in the program element delivery requirements that are shared with the Advertiser or the Agency by Star from time to time. Star reserves the right to refuse to accept for telecasting and to refuse to telecast any Advertiser Materials which do not in its sole judgment conform to the public interest or to Star’s policies and standards, or which in the reasonable opinion of Star may violate the rights of others or any applicable laws, rules or regulations. If Advertiser fails to furnish Advertiser Materials within 4 (four) weeks as herein provided, or if Star disapproves any such Advertiser Materials furnished and Advertiser fails to edit and modify such Advertiser Materials or to furnish a satisfactory substitute or if time does not permit such editing or substitution, Star shall have the right, without prejudice to any of its other rights hereunder, to furnish new or modified Advertiser Materials upon request by Agency or Advertiser, or to furnish promotional or public service announcements in place of Advertiser Materials without identification of Advertiser except as Star may deem appropriate, and to telecast same, and Agency and Advertiser agree to pay Star the entire cost therefor. No such action by Star under this subparagraph shall relieve Agency or Advertiser of its obligations hereunder, including, without limitation, Advertiser’s obligation to pay Star the commissionable package price and, in addition thereto, any and all other charges related to Advertiser’s sponsorship hereunder, as well as Advertiser’s indemnification obligations.

5. PRODUCTION SERVICES AND FACILITIES

A. Agency may, if agreed, pay integration charges for insertion of Advertiser Materials in accordance with Star’s charges, therefore. Agency shall pay for any other services or facilities used by it in connection with Advertiser Materials in accordance with Star’s or the program producer's then current applicable charges therefor. Except as otherwise provided herein, if applicable, any such charges for a regional order shall be included in the package price as specified on the face of the order.

B. Star shall not be liable for loss of or damage to any material or property furnished by Agency for use in connection with the program(s) to be telecast hereunder, except for loss or damage caused by the gross negligence of Star or its employees.

6. STAR’S INABILITY TO TELECAST, PREEMPTIONS, WITHHOLDINGS AND INTERRUPTIONS

A. The failure of Star to telecast all or a part of any program (audio or video or both) and/or any sponsorship announcements and/or any Advertiser Materials over one, more or all of the stations hereunder due to acts of force majeure, including an Act of God, federal, state or municipal law, governmental regulation or order, defect or breakdown of lines or equipment, a labor dispute, an epidemic, pandemic, or similar local, national or international health emergency, or due to the current COVID-19 pandemic or any future COVID-19 or similar infectious disease outbreak, an act of war, riot, or terrorism, or for any other cause beyond the control of Star or any authorized exhibitor or distributor of Star (“Force Majeure Event”), shall not constitute a breach of these Terms by Star or vest in Advertiser or Agency any rights not specifically granted herein. Provided however that, if Star has fulfilled all or any part of its telecast obligations hereunder, the Advertiser or Agency, as applicable, shall be required to fulfill its corresponding payment obligation(s) irrespective of a Force Majeure Event taking place.

B. Star reserves the right to preempt the program time, partially or totally, for telecasting on either a sustaining or a sponsored basis any preceding program to conclusion or any program (including a sports event) deemed by Star to be of public interest. In such event, Star shall make such courtesy announcements, if any, as Star may deem appropriate. Star shall endeavor to give as much advance notice as possible of any such preemption(s).

C. Star reserves the right to withhold the program time for telecasting special program(s) on either a sustaining or a sponsored basis. In such event, Star shall make such courtesy announcements, if any, as Star may deem appropriate. Star shall endeavor to give as much advance notice as possible of any such withholding(s).

D. Should Star receive a complaint from an authorized distributor or station, or Star licensee (“Complainant(s)”) that is related to Agency’s or Advertiser’s sponsorship announcement(s) or Advertiser Materials, Agency and Advertiser and Star shall promptly attempt to resolve the complaint with the Complainant(s). Notwithstanding anything to the contrary herein, Star reserves the right to cease airing the objectionable sponsorship announcement(s) or Advertiser Materials if Star and the Complainant(s) fail to find a mutually agreeable resolution within five (5) days of Star’s notification to Agency and Advertiser.

E. Any makegood, credit or rebate for an interruption of Advertiser’s sponsorship or promotional announcement time as a result of any of the factors referred to in Subparagraphs A, B and/or C above shall be subject to good faith negotiations between Agency or Advertiser and Star. Any request for reconciliation or makegood shall be brought no more than twelve (12) months after the sponsorship or promotional announcement was scheduled.

7. PRODUCTS AND SERVICES

The product(s) and/or service(s) which Advertiser is authorized to advertise hereunder shall be as specified on the face of the order. Unless agreed in advance in writing by Star, only the product(s) and/or service(s) specified on the face of the order may be advertised.

8. PROGRAM TERMINATION AND/OR RESCHEDULING

Star reserves the right at any time to terminate or to reschedule its telecasting of any program or series sponsored hereunder. In each such instance, Star will negotiate with Agency or Advertiser in good faith in order to provide a mutually acceptable substitute sponsorship. Star reserves the right, at any time, to make adjustments in the length of any program or series hereunder.

9. STATION OR PROGRAM BREAKS

The length and scheduling of station or program breaks shall be as determined by Star in its sole discretion.

10. NO RESALES

No agreement under these Terms to telecast any Campaign or any Advertiser Materials, or any portion thereof, may be resold by Agency or Advertiser.

11. SPONSORSHIP SCHEDULE

A. The sponsorship and promotional format for each program hereunder will be designated by Star. Star reserves the right to revise such sponsorship and/or promotional format.

B. The Advertiser’s sponsorship and promotional announcement position(s) on each scheduled telecast shall be designated by Star. Star reserves the right to reschedule the Advertiser’s sponsorship and promotional announcement position(s) on the Advertiser’s scheduled telecast dates. However, Star agrees that it will not transfer any of the Advertiser’s sponsorship and promotional announcement(s) from one program series to another without the Advertiser’s prior consent.

12.  REPRESENTATIONS AND WARRANTIES

Agency and Advertiser each represents and warrants that the telecast of the Advertising Materials, including the distribution by any and all media now known or hereafter developed that Star uses or may in the future use to distribute its programming (including, without limitation, telecasting, video on demand, broadband, IPTV, pay-per-view, mobile and wireless, cablecasting, satellite direct-to-home and/or internet streaming and downloading) , will not violate in any way any right of any person, firm, corporation or other entity or any applicable law, rule or regulation, and that the content, placement, and purchase of any of their sponsorship announcements will not impermissibly discriminate against any protected class or entity. The Agency and Advertiser further represent and warrant that any musical composition used in a sponsorship announcement or the Advertising Materials provided by Agency and Advertiser are licensed for distribution under an ASCAP, BMI, SESAC, or GMR performing rights license or license from all other applicable performance and music rights societies, or that it has secured, at its expense, a performing rights license from the author, composer and publisher, required for any such telecast (or other means of distribution described above), though if Star agrees to obtain any such license, as required, Advertiser and Agency agree to bear the cost of any such license and the amount payable to Star by Advertiser and Agency hereunder shall be increased by the amount of any additional payments by Star attributable to the cost of obtaining any such license. Agency further represents and warrants that Agency will: (a) disclose to the Advertisers: (x) all discounts, added value, or other pricing benefits received by Agency from Star under this Agreement, or (y) that the advertising inventory purchased by Advertiser is purchased without disclosure of Agency’s actual cost of the media inventory or any applicable corporate trade arrangements with Star; (b) be solely responsible for performance of any fiduciary duty or other obligation that Agency may owe to Advertiser; (c) comply with the terms of any agreements between Agency and Advertiser; and (d) comply with all applicable laws, rules, regulations, and applicable voluntary industry standards (“Laws”) arising from or in connection with these terms and conditions, including, without limitation, Laws applicable to the transactions between Agency and Advertiser.

13. INDEMNIFICATION

Star agrees to indemnify, hold harmless and defend Agency and Advertiser, and their respective officers, directors, agents, officers, stockholders and employees from and against any and all claims, suits, damages, liabilities, costs and expenses, including reasonable counsel fees, arising from the telecasting of material provided by Star for inclusion into Advertiser’s sponsorship announcements herein. Agency and Advertiser agree to indemnify, hold harmless and defend Star, its parent, subsidiary, and affiliated companies, and all successors thereof, and all licensees of Star’s programming (including without limitation cable and satellite companies, digital distributors and exhibitors thereof) any station affiliated with Star) and their respective officers, directors, agents, stockholders and employees from and against any and all claims, suits, damages, liabilities, costs and expenses, including reasonable counsel fees (“Claims”), arising from the (a) distribution, in any form of media (including but not limited to internet streaming), of the Campaign and sponsorship announcements hereunder, (b) any Advertiser Materials and all other material furnished by Agency and/or Advertiser herein, including but not limited to promotional materials, (c) arising out of the breach or alleged breach of any representation, warranty or term set forth herein, or (d) failure of Agency or Advertiser to timely pay or remit any Taxes or to timely provide original receipts or necessary documentation required hereunder. Exercise by Star of any of its rights hereunder (including but not limited to those rights specified in Paragraph 4 herein) shall have no effect on any of Advertiser’s and/or Agency’s obligations pursuant to this Paragraph. It is understood that the indemnitor (party hereto on whom the duty of indemnification is imposed hereunder) will be notified as soon as is reasonably possible of the existence of any Claim and the commencement of any litigation, and the indemnitee, upon request, will furnish indemnitor with all relevant facts in its possession or under its control and will cooperate fully with the indemnitor.

14. AGENCY -ADVERTISER RELATIONSHIP

A. These Terms are entered into by Agency on behalf of Advertiser as Advertiser’s authorized agent. Agency represents and warrants that it is the duly authorized agent of Advertiser, not of Star, for the purposes of these Terms and the matters contemplated hereby and Agency’s arrangements with Advertiser specifically contemplate the placement of the advertising herein provided and the servicing thereof and the allowance of agency commission as herein provided.

B. Advertiser and Agency are jointly and severally liable to Star for all obligations of Advertiser and Agency hereunder, including the indemnification obligations and the payment for the sponsorship and promotional announcements and services rendered by Star hereunder. Star will look to Agency for payment unless and until Agency becomes insolvent or otherwise fails for any reason to make the payments hereunder when due. Upon the occurrence of either such event, without relieving Agency of liability, Star will look to Advertiser for payment of all obligations hereunder, including the unpaid billings for sponsorship and promotional announcements and services rendered by Star hereunder (excluding advertising agency commissions for an agency recognized by Star). The Advertiser rendering a bill to the Agency shall not release the Advertiser of its obligations hereunder, and payment by Advertiser to Agency will not constitute payment to Star unless payment is actually received by Star from Agency.

C. If Advertiser is not represented by an Agency recognized by Star, no agency commission or equivalent will be allowed. is not represented by an Agency recognized by Star, no agency commission or equivalent will be allowed.

15. CONFIDENTIALITY

Star, Agency and Advertiser agree that all details, data, and information provided or disclosed by a party hereunder (hereinafter, “Confidential Information”) regarding any purchase and/or sale of sponsorship and/or sponsorship announcements or promotional elements shall be considered the disclosing party’s Confidential Information. Such Confidential Information includes, but is not limited to, pricing information, such as CPM or unit cost, spending information, such as an Advertiser’s total spend with Star, or an Agency’s total spend with Star, or spending by Advertiser category or any other aggregation, flighting information, such as when an Advertiser’s campaign is active, or when an Advertiser’s specific sponsorship announcements are scheduled to air, and any other non-public data related to the purchase and/or sale of sponsorship and/or sponsorship announcements or promotional elements. Star, Advertiser, and Agency agree that they shall not disclose Confidential Information to anyone except as necessary to perform the obligations to fulfill a Campaign or these Terms.

16. GENERAL PROVISIONS

a. If Star receives a written communication about Advertiser or Agency from any member of the public regarding a Campaign, Star will use commercially reasonable efforts to forward such communication to Advertiser or Agency.

b. Star represents that it is an equal opportunity employer and does not discriminate against minority-owned businesses or any protected class or entity.

c. These Terms are made subject to all applicable federal, state and municipal laws and regulations now or hereafter in force, and shall be construed according to the laws of the State of New York, without regard to conflicts of law rules. Each party submits to the exclusive jurisdiction and venue in the courts of New York County, New York. These Terms, including the rights under these Terms, may not be assigned or transferred by Advertiser or Agency without the written consent of an authorized officer of Star, nor shall Star be required to telecast or otherwise perform hereunder for the benefit of any advertiser or product other than the Advertiser and the Advertiser’s products named on the face of these Terms. These Terms constitute the entire understanding between the parties hereto with respect to the subject matter hereof and shall supersede all prior agreements, oral or written, between the parties with respect thereto. Waiver by Star of any provision or breach of any provision hereof shall not constitute a general waiver of any right hereunder. Any provision of these Terms which is held by any court to be void or illegal shall in no way affect, impair or invalidate any other provision hereof and the remaining provisions shall remain in full force and effect.

D. The sole remedy for any breach of these Terms or any obligations in connection with a Campaign shall be an action for actual damages, which shall exclude all consequential, statutory, punitive or exemplary damages.

E. Advertiser and Agency acknowledge that upon Star’s acceptance of Advertiser’s sales order, Advertiser and Agency shall be deemed to have accepted these Terms as governing the performance of such sales order. Star expressly rejects any modifications that Agency and Advertiser may seek to make to these Terms, unless any such modifications are pre-approved and accepted in writing by an officer of Star.

F. Agency and Advertiser’s payment obligations hereunder as well as the provisions of Paragraphs 3, 14, 15, 16, 17, and 18C-E shall survive the expiration, termination, or cancellation of these Terms for any reason.

  SPONSORSHIP AGREEMENTS EXHIBIT FOR ALL PROGRAMS

The following provisions, unless otherwise stated, shall apply to each program:

The approximate telecast time in regions within the Eastern Time Zone will be at the current New York Time (CNYT) shown on the face of the order. A schedule of telecast times in regions in other time zones will be provided upon request.