STUDIO LICENSE AGREEMENT

This STUDIO LICENSE AGREEMENT (this “License Agreement“), dated as of the date of registration (the “Effective Date“), is by and between Video Story Studio LLC, an Ohio limited liability company (“Licensor“), and the person or persons listed in the registration (“Licensee” and, together with Licensor, may be collectively referred to herein as the “Parties,” or individually, a “Party“).

1. Licensor has the authority to license office number 105 (the “Premises”) of that certain office building located at 2025 Riverside Drive, Columbus, Ohio 43221 (the “Building“).
2. The Parties desire by this License Agreement to establish a license to access the Common Areas (as defined herein) and to use Licensor’s studio space in Licensor’s reasonable discretion (the “Licensed Area”).
3. Licensee desires to use the Licensed Area on the dates and times indicated in the registration (the “License Period”).

In consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Liscense

a. Liscense Granted. Licensor hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive, revocable license to use and occupy the Common Areas and Licensed Area under the terms and conditions set forth in this License Agreement (the “License“). The Parties do not intend to create a lease or any other interest in real property for Licensee through this License Agreement, and the Parties only intend to create a license that is terminable and revocable at will by either Licensor or Licensee.

b. Permitted Use. Subject to the terms and conditions set forth in this License Agreement, Licensee shall use the Licensed Area solely for the purposes permitted under this License Agreement, which include and shall be limited to the creation and production of audio visual marketing material, and for no other use or purpose without the prior written consent of Licensor. Adult content will not be permitted under this License Agreement. Licensor may revoke this License at its sole discretion if it determines Licensee is using the Licensed Area outside of the permitted uses.

c. Common Areas. Subject to the terms and conditions set forth in this License Agreement, Licensee shall have the right throughout the License Period to use, in common with others entitled to similar use thereof, all of the areas of the Building that are designated as interior or exterior Common Areas, including, but not limited to, parking lots, sidewalks, landscaped areas, entrances, lobbies, halls, elevators, stairways and restrooms (hereinafter collectively referred to as the “Common Areas”). The Common Areas shall at all times be subject to the exclusive management and control of Licensor.

d. Access. Licensee shall have reasonable access to the Licensed Area subject to the terms set forth in the Lease and this License Agreement and all reasonable restrictions imposed by Licensor, including any rules and regulations, which shall be updated from time to time.

e. Licensor Equipment. Licensee shall have permission to use Licensor’s furniture, fixtures, video and sound equipment, lighting, and tangible personal property and improvements, including tables, chairs, desks, and supplies (the “Licensor Equipment”), as may be located upon Licensed Area, subject to restrictions imposed by Licensor in Licensor’s absolute discretion. At the expiration or termination of the License Period, Licensee shall return all Licensor Equipment to Licensor in the same condition in which it existed at the start of the License Period, normal wear and tear excepted. Licensee shall be responsible for any damage that may occur to the Licensor’s Equipment in connection with Licensee’s use. No Licensor’s Equipment may be removed from the Premises.

f. Staff/Additional Services. Licensor shall provide a staff member to assist Licensee with set up and operation of Licensor’s Equipment. Licensee has the option, through the Licensor to hire a videographer, photographer, or sound engineer (collectively, the “Vendors”). Licensee may choose to hire its own Vendors (“Licensee’s Vendors”). Licensee’s Vendors have the option to utilize Licensor Equipment or their own equipment.

g. As-Is. Licensee acknowledges and agrees that it takes the Licensed Area in its “as is” condition, with all faults and without any such representation or warranty, including any implied warranties. Licensor makes no representation or warranty of any kind with respect to the Premises, and Licensor makes no warranty as to the habitability or fitness or suitability of the Premises for any particular purpose.

2. License Period. This License shall be effective for the License Period set forth in the registration.

3. Fee. Licensee shall pay Licensor the amounts indicated in the registration (the “Fee”). Payments of the Fee shall be made payable and delivered to Licensor prior to gaining access to the Licensed Area. Fee includes Franklin County sales tax. An additional $10.00 fee will be charged to the credit card on file for every minute exceeding the designated time in the License Period indicated in the registration.

4. Cancellation and Refunds. Either Party may cancel this License Agreement with no less than seventy-two (72) hours’ Notice (as defined herein) prior to the beginning of the License Period (the “Cancellation Period”). Should Licensee cancel this License during the Cancellation Period, Licensor shall issue a full refund of the Fee. If Licensee cancels this License Agreement after the expiration of the Cancellation Period, but before the commencement of the License Period, Licensor will issue a fifty percent (50%) refund of the Fee. Licensor will not issue a refund of the Fee if Licensee fails to cancel this License Agreement prior to commencement of the License Period.

5. Default by Licensee. Failure to abide by any of the other material terms, covenants or conditions of this License Agreement after Notice (as defined herein) from Licensor, or the failure of Licensee to undertake any obligation or to violate any provision under this License Agreement for which Licensor has previously provided Notice to Licensee during the License Period, shall constitute an event of default by Licensee (an “Event of Default”).

6. Marketing Release. Licensee grants to Licensor and its authorized representatives, including Licensor’s Vendors, permission to photograph or record Licensee and its clients, employees, agents, contractors, visitors, and invitees during the License Period. Licensee further agrees that any or all of the material may be used, in any form, as part of any future marketing publication, brochure, or other printed, digital, or social media materials used to promote Licensor, without the payment of fees, royalties, attribution, or other compensation. Licensee may revoke this authorization by giving Notice (as defined herein) to Licensor prior to the commencement of the License Period.

7. Indemnification. Licensee shall indemnify and defend Licensor and hold Licensor harmless from and against any and all claims, causes of actions, arising or alleged to have arisen out of or connected with Licensee’s use or occupancy of the Licensed Area, Premises, or the Common Area or Licensee’s activities on or about the Licensed Area, Premises, or the Common Area. To the extent allowed by law, Licensee waives all claims of liability (excluding intentional misconduct and gross negligence) against Licensor and the landlord, Haven Collective LLC, arising from or connected to Licensee’s use of the Licensed Area, the Premises, or the Building.

8. Damages. The credit card on file will be charged for any damages assessed by Licensor to Licensor Equipment, the Premises, or the Building. Licensor is not responsible for any equipment or property brought into the Licensed Area by the Licensee or Licensee’s Vendors. Should a Licensee’s Vendor use its own equipment. Licensor is not responsible for any damages to or theft of that equipment.

9. Miscellaneous.

a. License Not a Lease. The rights granted herein are not exclusive. Except as expressly set forth in this License Agreement, Licensor shall have the right, in Licensor’s sole and absolute discretion, to use, and to grant to third parties the right to use, the Licensed Area or the Premises. Nothing contained herein shall be construed as granting to Licensee any property or ownership rights in the Premises or the Licensed Area, or to create a partnership or joint venture between Licensor and Licensee. In no event shall this License Agreement be deemed or construed in any way to grant to Licensee a leasehold or other real property estate or interest in the Premises or the Licensed Area or any part thereof, it being acknowledged by Licensee that this License Agreement merely grants to Licensee a license to enter upon and use the Licensed Area in accordance with, and subject to, the terms and conditions hereof.

b. Loss or Theft. Licensor will not be responsible for lost or stolen personal property, equipment or money from the Licensed Area regardless of whether such loss occurs when the Licensed Space is locked against entry or not. Licensee agrees to waive any and all claims and hold Licensor harmless from any liability in connection with any lost or stolen personal property, equipment or money from the Licensed Area.

c. No Assignment Permitted. Licensee shall have no right, in any event, to assign this License Agreement, or to assign or sublet any portion of the Licensed Area or Premises.

d. Notice. Any notices under this License Agreement shall be given in writing and either personally delivered at the Premises, mailed to the Premises address, or sent via electronic mail (“Notice”).

e. Entire Agreement. This License Agreement contains the entire understanding between the Parties with respect to the license relationship contemplated herein.

f. Counterparts. This License Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same agreement.

g. Severability. Any term or provision of this License Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

h. Governing Law. This License Agreement shall be governed by the laws of the State of Ohio.

i. No Waiver. The waiver by either Party of any provision contained herein shall not be construed as a waiver of that provision in any other instance.

The Parties have caused this License Agreement to be executed as of the Effective Date.