STARTOON

Rules, Terms and Conditions of the Initiative

The following are the rules, terms and conditions that apply to the Startoon initiative (the “Initiative”) and is the agreement between the person (the “Creator”) uploading their animated character (the “Character”) and SRF company being incorporated (the “Company”) regarding all aspects of Creator’s participation in the Initiative:

The “Audition” Stage of the Initiative: The Creator acknowledges and agrees that:

1) By uploading his/her content featuring the Character (preferably on video) (the “Content”) via the www.startoon.ca website (the “Website”) (as contemplated in paragraph 15 of these Rules, Terms and Conditions):

a. he/she shall be deemed to immediately and automatically grant to the Company and its licensees (and each of their successors and assigns) a royalty free, non-exclusive license to host, stream, package and promote the Content on the Website and any and all Startoon related social media feeds (including without limitation Facebook, Instagram, Tumblr and Vine), throughout the world, in perpetuity; and

b. he/she shall be deemed to immediately and automatically grant to the Company and its licensees (and each of their successors and assigns) the exclusive right to package the Content with other content submitted by other persons participating in the Initiative (each such person being an “Other Participant” and each such package being a “Startoon Package”), and the exclusive right to license each Startoon Package to third parties, throughout the world, in perpetuity.

For certainty, the Creator acknowledges and agrees that the Content may be used in more than one Startoon Package.

2) a. The Company will share any licence fees actually received by the Company, solely in respect of the licensing of Startoon Packages (the “Revenues”), on a 50/50 basis, provided that the Creator’s 50% share of such revenue shall be shared on a pro rata and pari passu basis with all those Other Participants whose content is also contained in any such Startoon Package, based on the actual duration of content used in each such Startoon Package;

b. The determination of the Creator’s proportionate entitlement in connection with a Startoon Package (the “Proportion”) shall be made by the Company, in good faith, as and when the Startoon Package has been finalized for licensing by the Company; and

c. The Company will notify the Creator as to each Startoon Package in which his/her Content appears, and as to his/her Proportion therein, as soon as reasonably practicable following the initial licensing of the Startoon Package, and the Company will send financial reporting to the Creator, along with any payments owing to the Creator in respect of the reporting period, no less than once per year.

For certainty, the Company will only be obligated to report to the Creator in the event it receives Revenues during the reporting period in question.

By way of example: if the total duration of a Startoon Package that is licensed to a third party is 44 minutes long and the Content accounts for 30 seconds of that (i.e. such that the Proportion is 1.136%), and the overall licence fee for the Startoon Package is $1,000.00, then the Creator will be entitled to receive the following amount: $1,000.00 x 50% x 1.136% = $5.68

3) The “audition” stage of the Initiative will last for a duration that will be at the sole discretion of the Company, during which time the judges appointed by the Company (the “Judges”) will select all characters that they wish to see proceed into the next stage of the Initiative, whether or not included in any Startoon Package.

Further Stages of the Initiative: The Creator further acknowledges and agrees that:

4) If the Character (and therefore the Creator) is selected by the Judges to proceed to the next stage of the Initiative, the Creator will be contacted by a representative of the Company and presented with a more detailed agreement pertaining to the use of the Character and the Content (in substantially the form to be set forth on the Website) for purposes of the Initiative. If the Creator does not enter into such detailed agreement within a reasonable period of time (as determined by the Company in its sole discretion), then the Character (and therefore the Creator) will be disqualified from proceeding to the next stage of the Initiative. Without limiting the generality of the foregoing, the detailed agreement will include:

a. an exclusive period to work with the Creator to further develop the Character; b.the grant by the Creator to the Company and its licensees (and each of their successors and assigns) of a limited-time (see paragraphs 5, 6 and 7), exclusive licence to the Character (as further developed), and any resulting material created or contributed by the Creator that includes the Character (“Material”): (i) in one or more Startoon Packages; or (ii) in any other manner on the Website.

5) If the Character (and therefore the Creator) is eliminated by the Judges before the final stage of the Initiative (i.e. the Character doesn’ t make the cut for the last three (3) characters) then the licence to exploit the Character and the Material will thereafter become non-exclusive and, exactly three (3) months after the end of Initiative (i.e. following the public announcement by the Company of the winning character), the Creator shall have full control over the Character and the Material, subject only to the rights to use the Character and the Material in the Startoon Packages, as set out in paragraphs 1b. and 4b. of these Rules, Terms and Conditions.

6) If the Character (and therefore the Creator) is selected by the Judges to proceed to the final stage of the Initiative, the Creator shall be deemed to immediately and automatically extend the exclusive licence to the Character (as further developed), and all Material, for the period that ends six (6) months after the end of Initiative (i.e. following the public announcement by the Company of the winning character), during which period the Creator may be contacted by a representative of the Company and presented with a more detailed agreement pertaining to the further development, and use, of the Character and the Material for purposes unrelated to, and following the completion of, the Initiative. For certainty, if the Creator does not enter into such detailed agreement with the Company, he/she shall not be disqualified from proceeding to the final stage of the Initiative.

7) If the Character (and therefore the Creator) is selected by the Judges as the winner of the Initiative (the “Winner”), the Creator shall be deemed to immediately and automatically extend the exclusive licence to the Character (as further developed), and all Material in one (1) or more audio-visual productions and all ancillary and subsidiary manner and methods of commerce, pursuant to a traditional option agreement (in substantially the form to be set forth on the Website) for an initial period of twelve (12) months following after the end of the Initiative (i.e. following the public announcement by the Company of the winning character) without fee, and with an extension period of twelve (12) additional months, exercisable by the Company prior to the expiry of the initial twelve (12) accompanied by an extension fee of $1,000.00.

For certainty, during the option period (as it may be extended), the Company shall have the right, and shall use its reasonable commercial efforts to produce, or to cause the production, of a commercial audiovisual work for worldwide exploitation.

Representations, Warranties and Covenants of the Creator:

8) The Creator hereby represents and warrants (and acknowledges that the Company and its licensees (and each of their successors and assigns) are relying on such representations and warranties) that:

a. he/she is aged 16 or over on the opening date of the initiative (currently scheduled for March 14, 2017 but is subject to change to a later date without notice);

b. he/she is a Canadian citizen or a permanent resident (as defined in the Immigration and Refugee Protection Act (Canada));

c. if the Character and the Content are original to him/her and that he/she owns and controls all rights of any nature in the Character and Content (and the Material, if and when created);

d. he/she has the legal right to grant all rights in the Character and the Content (and the Material, if and when created) to the Company as set out herein, free and clear of any encumbrances whatsoever; and

e. all information (including personal details) supplied by the Creator to the Company is truthful, accurate and in no way misleading.

9) The Creator hereby covenants that:

a. he/she will not grant any rights to a third party in the Character and Content that are inconsistent with the grant of rights to the Company herein; and

b. he/she shall not be entitled to restrain or interfere with the transmission or use of the Character, the Content, the Material (if created) or any Startoon Package by the Company and its licensees (and each of their successors and assigns), and he/she shall not seek any injunction or any other equitable relief as a proposed remedy to any alleged breach by the Company of the Rules, Terms and Conditions or of any agreement;

10) The Creator hereby irrevocably and unconditionally waives any so-called “moral rights” in the Character, the Content and the Material (if created), other than the so-called right of attribution as may be set out in the agreements referred to in paragraphs 1 and 4 of these Rules, Terms and Conditions.

11) In the event that the Company determines, acting in good faith, that any of the representations and warranties contained in paragraph 8 of these Rules, Terms and Conditions is not true, that the Creator has breached (and not remedied to the satisfaction of the Company should the Company offer any timetable to remedy such breach) any of the covenants contained in paragraph 9 of these Rules, Terms and Conditions, or that the Creator has otherwise failed to abide by these Rules, Terms and Conditions, then without limiting any other legal or equitable remedies available to the Company, the Company shall have the right, but not the obligation, to disqualify the Creator from the Initiative and to immediately remove the Content from all Startoon Packages, and the Website. Further Rules, Terms and Conditions:

The Creator acknowledges and agrees that:

12) He/she shall be required to abide by the rules, terms and conditions of this Initiative (the “Rules”) as determined solely by the Company, in good faith, and that the Rules may be interpreted or changed (whether verbally, in writing or otherwise) by the Company at any time at its sole discretion. The Company’s decision regarding any and all elements of the application process, judging criteria and audio-visual material used in and as a result of the Initiative shall be final and binding. Without limiting the generality of the foregoing, the Creator acknowledges and agrees that decisions of the Judges are inherently subjective and not subject to challenge or appeal.

13) If he/she is under 18 years of age on the opening date of the initiative (currently scheduled for March 14, 2017 but is subject to change to a later date without notice), Creator will need to provide written parental consent to Creator’s participation in the Initiative.

14) Employees, officers, directors and agents of the Company, Shaw Communications Inc. and/or of any of its licensees, assigns, parent, affiliated or subsidiary companies and the immediate family or household members of such persons are not eligible to participate in the Initiative.

15) To enter the Initiative, the Creator must upload the Character and the Content via the Website.

16) The Company accepts no responsibility whatsoever for network, computer or software failures of any kind or any other problem with any aspect of the online application system, which may restrict or delay the sending or receipt of the Character and/or the Content without warning to the Creator.

17) Any information that the Creator supplies to the Company (including any personal details):

a. May be included in a database compiled for the Initiative;

b. May be used for purposes related to the production or promotion of the Initiative; and

c. Will not be supplied by the Company to third parties other than as is reasonably necessary for the purposes of producing and/or promoting the Initiative.

18) He/she will not, without the Company’s prior written consent, disclose, publicize or discuss with any third party any information relating to his/her application or participation in the Initiative, the application or participation of any Other Participant, or any other information which may come to the Creator‘s attention (including, without limitation, in relation to the Company or any licensee of the Character, the Content or the Material (if applicable), except for such information as is already available in the public domain, or such information as is required to be disclosed by way of judicial proceeding.

19) No cash prize shall be awarded to the Winner or any other participant in the Initiative, and the Company is not responsible for any expenses incurred by the Creator as a result of his/her entry or participation in the Initiative.

20) The Company shall not be required to respond to any written correspondence from the Creator or his/her representatives, in respect of his/her entry or participation in the Initiative.