FAST Terms of Service

FAST Distribution Partnership Addendum

This FAST Distribution Partnership Addendum (the “Addendum”) is entered into by and between ViewNexa, Inc. (“ViewNexa”) and the Customer, and is subject to the terms and conditions of the Master Services Agreement (“MSA”) previously executed by the parties. In the event of a conflict between the terms of this Addendum and the MSA, the provisions of this Addendum shall govern with respect to the subject matter herein.

1. Overview

ViewNexa maintains strategic partnerships with Free Ad-Supported Streaming TV (“FAST”) Distributors (collectively, the “Partners”). This Addendum establishes the ability to implement and monetize Customer’s digital channels via such Partners.

2. Channel Integration

For all FAST platforms designated by ViewNexa for the distribution of Customer’s Content, ViewNexa will provide all materials necessary to integrate and deliver Customer’s channel and Electronic Program Guide feed. Customer will assist ViewNexa with brand assets, such as logos, artwork, and metadata for the applicable FAST platform.

3. Revenue Share and Cost Recovery

Customer acknowledges that the FAST business model is predicated upon advertising-based revenue. ViewNexa shall calculate revenue distributions based on the actual advertising revenue reported to ViewNexa by the applicable FAST platforms (the “Partner Revenue”). ViewNexa shall deduct from the Partner Revenue only the applicable ViewNexa technology fees, in the form of the recurring FAST channel fees, to determine the final net revenue payable to Customer (the “Customer Net Revenue”).

ViewNexa will remit 100% of the Customer Net Revenue within 30 days after month-end, provided the accumulated net revenue exceeds $100. Amounts of $100 or less will carry forward until the accumulated total exceeds $100. ViewNexa may, at its discretion, apply Customer Net Revenue toward any outstanding Customer balances that are more than 90 days past due.

4. Adding New Partners

ViewNexa will inform Customer via email of planned Partner additions in combination with expected applicable technical fees. Customer may choose to opt out of any Partners at any time via email.

5. Performance Evaluation and Deactivation

5.1 Evaluation Period

When Customer’s channel goes live with a new Partner, a 90-day Evaluation Period begins for that Partner.

5.2 Fee Cap During the Evaluation Period

ViewNexa deducts channel fees from Partner Revenue as described in Section 3, including during the Evaluation Period. During that period, ViewNexa will not deduct more in channel fees than the Partner Revenue for that month. If Partner Revenue is less than the channel fees, ViewNexa waives the difference. ViewNexa will not invoice Customer for the waived amount, carry it forward, or deduct it from future Partner Revenue. As a result, Customer Net Revenue for that Partner will not fall below $0 during the Evaluation Period.

5.3

If Customer Net Revenue for a Partner is below $0 in any month after the Evaluation Period, ViewNexa will notify Customer by email that it intends to remove the channel from that Partner. Customer may keep the channel live by notifying ViewNexa by email within ten [10] days. If Customer keeps the channel live, Customer will pay the difference between the channel fees and Partner Revenue for each month that Customer Net Revenue remains below $0.