CLIENT LICENSE & USE AGREEMENT

IMPORTANT: BY CLICKING THE “SUBSCRIBE” BUTTON OR BY USING MC SERVICES AND/OR PROMOTIONAL VIDEOS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

MC IS WILLING TO LICENSE ITS CONTENT TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. BY DOWNLOADING, VIEWING, OR USING MC CONTENT, YOU ARE BINDING YOURSELF AND YOUR BUSINESS ENTITY (COLLECTIVELY, “CLIENT”) TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN MC WILL NOT LICENSE ITS CONTENT TO YOU AND (A) DO NOT DOWNLOAD OR USE THE MC CONTENT.

The following terms of this Client License & Use Agreement ("Agreement") govern Client’s access and use of each and every video provided by MC to Client and all content embodied therein (“Services”), except to the extent there is a separate signed agreement between Client and Mattress Commercials LLC, a Florida limited liability company (“MC”) governing Client’s use of the Services. To the extent of a conflict between the provisions of the foregoing documents, the order of precedence shall be (1) the signed agreement, and (2) this Client License and Use Agreement.

1. DEFINITIONS. The following definitions will apply in this Agreement, and any reference to the singular includes a reference to the plural and vice versa.

“Initial Subscription Term” means the initial subscription term for a Service as specified in an Order Form.

“Service Effective Date” means the date an Initial Subscription Term begins as specified in an Order Form.

“Renewal Term” means the renewal subscription term for a Service commencing after the Initial Subscription Term or another Renewal Term as specified in an Order For

2. TERMS OF LICENSE.

a. Grant of License. Conditioned upon Client’s compliance with all terms and conditions of this Agreement, MC grants to Client, during the Term, a nontransferable, non-sublicensable (subject to Section 1(e)) nonexclusive, revocable, limited right and license, in the Territory (as specified by Client’s purchase order) to reproduce, publicly perform, display, transmit, and distribute the Service(s) solely for use in Client’s business’ promotional and marketing efforts.

b. Restriction on Use. Client agrees and understands that under no circumstances shall Client:

i. Use or distribute any Service except for the marketing and promotion of Client’s business.

ii. Create derivative works based on any Service(s);

iii. Make unauthorized copies of any Service(s); and/or

iv. Allow any unauthorized party to use, or have access to, any Service(s)

c. Client Affiliates. Client shall ensure compliance by its employees, contractors, agents, and affiliates with all terms and conditions of this Agreement, and Client shall be responsible and liable for any acts or omissions of its affiliates as if such acts or omissions were the acts or omissions of Client.

d. Permitted Sublicensing. Client has the limited right to sublicense the rights granted under Section 1(a); provided that all sublicenses: (i) will be subject to this Agreement; (ii) must be approved in advance by MC; and (iii) must terminate automatically upon termination of this Agreement.

e. Material Terms & Conditions. Client specifically agrees that each of the terms and conditions of this Section 1 are material and that failure of Client to comply with these terms and conditions shall constitute sufficient cause for MC to terminate this Agreement. The presence of this Subsection 1.e shall not be relevant in determining the materiality of any other provision or breach of this Agreement by either party.

f. Reservation of Rights. All rights not expressly granted to Client, whether now existing or which may hereafter come into existence, are reserved solely and exclusively for MC.

3. CLIENT CONTENT LICENSE. Client grants to MC a nonexclusive, nontransferable, revocable, worldwide, limited license, solely for the duration of the term of this Agreement, to use Client’s trademarks, tradenames, logos, slogans, drawings, graphics, photographs, and written copy (“Client Content”) solely as necessary to perform its obligations under this Agreement. Client represents and warrants that it solely owns all Client Content and that its use will not infringe the rights of any third party.

4. NOT EXCLUSIVE. MC retains the right to perform the same or similar type of services for third parties during the Term, including entities who are, or may become, competitors of Client’s business.

5. CREATIVE CONTROL. MC shall have sole editorial and creative control over all aspects of every Service.

6. INTELLECTUAL PROPERTY.

a. Title. Except for the Client Content, Client acknowledges that: (a) as between Client and MC, all right, title, and interest in and to any and all Service(s) are owned and/or controlled by MC throughout the world in perpetuity; and (b) any derivative works, modifications, or improvements made thereto or requested by Client will be solely owned by MC. If Client acquires any rights in the Service by operation of law or otherwise, Client hereby irrevocably assigns such rights to MC without further action by either party. Client agrees not to dispute or challenge, or assist any person or entity in disputing or challenging, MC's rights in and to any Service.

b. No Transfers. Client is not permitted to sell, license, distribute, or otherwise transfer to a third party any Service, or any copy thereof, in whole or in part, without MC’s prior written consent in each instance.

c. Protection of MC Rights. Client shall promptly notify MC with reasonable detail of any: (i) actual, suspected, or threatened infringement of any Service; (ii) actual, suspected, or threatened claim that use of the Service infringes the rights of any third party; or (iii) any other claim to which the Service may be subject. MC has the sole right and ability, in its discretion, at its sole expense, to enforce its rights in all Services.

d. No Right to Third-Party Content. Client understands MC will use certain third-party materials consisting of lyrical content, musical compositions, and musical works that are not owned or controlled, in whole or in part, by MC (collectively, the "Third-Party Materials"). Nothing hereunder grants to Client or any third party, any Intellectual Property rights in the Third-Party Materials, by implication, waiver, estoppel, or otherwise.

7. CHARGES AND CANCELLATION. You agree that MC may charge to Your credit card or other payment mechanism selected by You and approved by MC (“Your Account”) all amounts due and owing for the Services, including taxes and service fees, set up fees, subscription fees, or any other fee or charge associated with Your Account. Unless stated otherwise, all prices and fees shown by MC are exclusive of taxes and regulatory fees, service, service fees, set up fees, subscription fees, or any other fee or charge associated with Your Account. Where applicable, taxes and regulatory fees will be charged on the invoices issued by MC in accordance with local laws and regulations. The taxes and regulatory fees charged can be changed without notice. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to domestic or cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement. MC may change prices at any time, including charging for Services that were previously offered free of charge; provided, however, that MC will provide you with prior notice and an opportunity to terminate Your Account if MC changes the price of a Service to which you are subscribed. You agree that in the event MC is unable to collect the fees owed to MC for the Services through Your Account, MC may take any other steps it deems necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by MC in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that MC may collect interest at the lesser of 8% per month or the highest amount permitted by law on any amounts not paid when due. You may cancel your subscription at any time and must conduct an exit interview prior to finalizing cancellation. If you cancel, you will not be billed for any additional terms of service, and service will continue until the end of the current Subscription Term. If you cancel, you will not receive a refund for any service already paid for.

8. TERMINATION. The MC website contains information on how to terminate Your Account. If you have purchased a Service for a specific term, such termination will be effective on the last day of the then-current term. Your Order Form may provide that a Renewal Term will begin automatically unless either party provides notice of termination prior to the commencement of the next Renewal Term. If You fail to comply with any provision of this Agreement, MC may terminate this Agreement immediately and retain any fees previously paid by You. Upon termination of this Agreement for any reason, MC will automatically revoke all rights licensed to Client under this Agreement effective immediately, and Client must delete all copies of any Services and immediately remove, or cause the removal of, any and all Services from the internet. All limitations of liability, disclaimers, and restrictions of warranty shall survive termination of this Agreement, along with any obligations which, by their nature, should survive such termination. Upon any termination of this Agreement, You must cease any further use of the Services. If at any time You are not happy with the Services, Your sole remedy is to cease using the Services and follow this termination process.

9. INDEMNITY. Client agrees to indemnify and hold MC, and its employees, subcontractors, and suppliers, (MC and all such other indemnified parties being referred to herein as the "Indemnified Parties") harmless from any and all losses, claims, damages, and costs, including, but not limited to, attorneys’ fees and court costs, that any one or more of the Indemnified Parties may incur as a result of Client’s violation of any of the terms and conditions of this Agreement including, but not limited to, Client’s breach of any of the warranties or representations.

10. DISCLAIMER OF WARRANTIES.

a. ALL SERVICES ARE AND WILL BE PROVIDED TO CLIENT “AS IS”. EXCEPT AS SET FORTH IN THIS AGREEMENT, MC SPECIFICALLY DISCLAIMS ALL WARRANTIES PROVIDED IN THIS AGREEMENT, EXPRESS OR IMPLIED, WRITTEN OR ORAL, WHETHER ARISING BY LAW, COURSE OF DEALING, OR COURSE OF PERFORMANCE, INCLUDING WITHOUT LIMITATION, THE WARRANTIES AS TO TITLE OR THIRD-PARTY INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, AND NOT BY WAY OF LIMITATION, THE PARTIES SPECIFICALLY, MC DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (A) THE AMOUNT OF SALES REVENUE THAT MAY GENERATED DURING THE TERM, AND (B) ANY ECONOMIC OR OTHER BENEFIT THAT CLIENT MIGHT OBTAIN THROUGH ITS USE OF SERVICES AND PARTICIPATION IN THIS AGREEMENT.

b. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

11. LIMITATION ON LIABILITY; MAXIMUM LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE, OR BREACH OF THIS AGREEMENT), REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MC’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED ONE TIMES THE TOTAL OF THE AMOUNTS PAID TO MC PURSUANT TO THIS AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. CLIENT CONSENT TO DISCLAIMER & LIABILITY LIMITATIONS. Client agrees that the limitations of liability and disclaimers set forth herein will apply regardless of whether Client has accepted or used any Service. Client acknowledges and agrees that MC has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.

13. GENERAL PROVISIONS.

a. Entire Agreement. Except as expressly provided herein, this Agreement constitutes the entire agreement between the parties with respect to the services performed by MC on behalf of Client, and supersedes any conflicting or additional terms contained in any purchase order or elsewhere, all of which terms are excluded. This Agreement has been written in the English language, and the parties agree that the English version will govern.

b. Choice of Law; Jurisdiction. The validity, interpretation, and performance of this End User License shall be controlled by and construed under the laws of the State of Florida, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of laws, and the State and federal courts of Florida shall have jurisdiction over any claim arising under this Agreement. Notwithstanding the foregoing, MC may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of MC’s intellectual property or proprietary rights

c. Cumulative Remedies. Except as expressly provided herein, all rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either party hereto of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law or equity.

d. Waiver. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, or power arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, or power hereunder preclude the subsequent exercise by MC of any other right, remedy, power, or privilege.

e. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or will confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.

f. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect the enforceability of any other term or provision of this Agreement, or invalidate or render unenforceable such term or provision in any other jurisdiction.