WOKV Disney Holiday Contest Rules

GENERAL TERMS SHEET

1 . Other Sweepstakes. Contests or Promotions. During the Promotion Period, Promoter will not conduct any other sweepstakes, contests or promotions with any theme park, amusement park, resort, vacation destination or cruise line in the Territory.

2. Disney Materials. Disney hereby licenses to Promoter certain pre-taped features, artwork, images, logos, film clips, audio clips, symbols, characters, copy, JPEGs, layouts, trademarks, tradenames, scenes and/or depictions of the Premises and/or other intellectual property that is owned by Disney and/or its parent, related, affiliated or subsidiary entities (collectively, the “Disney Materials”). Promoter will only use the Disney Materials: (a) in the form and as provided by Disney (except as otherwise approved in writing by Disney); (b) within the approved Promotion Materials (as hereinafter defined); (c) during the Promotion Period; and (d) with a properly located copyright and/or other legally prescribed or required notice(s) in the form(s) designated by Disney. Promoter will not use the Disney Materials for any other purpose without Disney’s prior written approval which shall be sought by Promoter not less than fifteen (15) days before such anticipated use.

3. Music Riqhts It is hereby specifically understood and agreed that no rights in and to any musical compositions or musical recordings are granted hereunder and such rights must be obtained by separate agreement between Promoter and the applicable rights holders. Promoter will be responsible for securing and paying for any licenses and payments from any applicable collecting rights societies (ASCAP, BMI, SESAC) jn connection with Promoter’s public performance of any music embodied in the Promotion Materials including, without limitation, music embodied in the Disney Materials incorporated therein, which may be exploited as authorized hereunder.

4. Promotion Materials. Where applicable, all materials relating to the Promotion (including, without limitation, radio spots, television spots, print advertisements, billboards, B-roll, sales pieces, social media content and web pages) (collectively, the “Promotion Materials”) and the intended placement and use of the Promotion Materials must be approved, in writing, by Disney prior to their production and/or dissemination. Such approval or disapproval will not be unreasonably delayed. Approval by Disney of the use or manner of use of any of the Promotion Materials hereunder (including, without limitation, the official contest/sweepstakes rules) will not constitute an opinion as to the legal appropriateness or adequacy of the Promotion Materials and Promoter’s use of the Promotion Materials will be solely Promoter’s responsibility. All such materials will contain appropriate mention of all participants in the Promotion as designated or approved in writing by Disney. All Promotion Materials containing any Disney Materials will be created and produced within the United States pursuant to all applicable laws and regulations (including, without limitation, applicable labor laws).

5. Rights and Powers Retained by Disney. It is acknowledged that the rights and powers retained by Disney and/or its parentl related, affiliated or subsidiary entities (collectively, the “Disney Entities”) hereunder are necessary to protect copyrights, trademarks and property rights of the Disney Entities and, specifically, to conserve the goodwill and good name of the products of the Disney Entities and the name “Disney”, and therefore Promoter agrees that it will not knowingly or negligently take any action with respect to the Promotion that is likely to detract from, or impugn the public acceptance and popularity thereof, or impair their legal status.

6. Permissions. Promoter agrees to obtain any and all necessary permissions and to be responsible for any and alt payments that may become due in fulfilling its obligations hereunder including, without limitation, as a result of Promoter’s use of any Promotion Materials including, but not limited to, permissions from and payments to actors, writers, directors, owners and/or administrators of any musical compositions and/or master recordings and/or applicable unions and/or guilds it being understood and agreed that Promoter will be responsible for clearing and paying for any licenses and/or payments to any collecting rights societies as more fully set forth in the Section 3 above. Notwithstanding the foregoing, Disney agrees that it wilt use its best efforts to assist Promoter in securing such clearances. Promoter represents, warrants and agrees that use of the Promotion Materials will not infringe the rights of any person or business entity.

7. No Use of Disney Name. Except as otherwise expressly provided for in this Agreement or othewse consented to in writing by Disney, Promoter, by virtue of this Agreement, will acquire no right to use, and it will not use or allow the use of, the name

“Disney” (either alone or in conjunction with or as a 1 0. Compliance with Laws and part of any other word, mark or name) or any marks, Requlations. Promoter represents, warrants and fanciful characters, designs, copyrighted works or agrees that it (and the Promotion Materials) will other intellectual property of any of the Disney Entities: comply with all applicable federall state and local laws (a) in any advertising, publicity or promotion; (b) to and regulations and that it will not infringe the rights of express or imply any endorsement by Disney of any person or business entity. For the avoidance of Promoter or its services or products; and/or (c) in any doubt, Promoter’s representations and warranties manner or for any other purpose whatsoever (whether herein will not apply to the Disney Materials as or not similar to the uses hereinabove specifically provided by Disney. prohibited). The provisions of this Section will survive the expiration or sooner termination of this Agreement. 1 1 . Insurance. During the Promotion Period and for a period of three (3) years thereafter,

8. Third Parties. Should Promoter Promoter will maintain in full force and effect the decide to include any other party in the Promotion, following coverage: then said third party will be subject to the prior written approval of Disney. Such approval or disapproval will (a) Commercial General Liability not be unreasonably withheld or delayed. If approved Insurance (including contractual and cross liability) by Disney, then Promoter will ensure that the with minimum limits of $2,000,000 per occurrence, approved third party will be subject to the restrictions protecting Promoter, Disney and each of the other and prohibitions imposed by Disney on Promoter in additional “insureds” referred to in this Section from connection with the Promotion and such third party will claims for personal injury (including, without limitation, make appropriate mention of Promoter and the bodily injury and death) and property damage that may Premises in the third party’s promotional material arise from or in connection with the performance of and/or media as approved in writing by Disney. Promoter’s obligations or services hereunder or from Promoter will be responsible for any of such third or out of any acts or omissions of Promoter and/or its party’s actions in connection with the Promotion. officers, directors, agents or employees;

9. Responsibilitv for (b) Media Liability (Errors and Contest/Sweepstakes. Subject to the obligations set Omissions) Insurance for such length of time as is forth in Exhibits A and B, Promoter will conduct the necessary to cover claims arising out of or relating to contest/sweepstakes contemplated as part of the the production and any broadcasts of any media Promotion at Promoter’s sole cost and expense. advertising, having limits of at least $1 for Promoter will be responsible for all aspects of the each claim with an annual aggregate of at least contest/sweepstakes including, without limitation, $3,000,000. Such insurance must have standard drafting and publishing the contest/sweepstakes rules; coverage including coverage with respect to structuring and operating the contest/sweepstakes in libel/slander or other forms of defamation, copyright, compliance with the official rules; selecting and infringements of rights in material to be broadcast or in certifying the winners and having the necessary travel the manner of presentation thereof, infringement of liability release forms signed (which forms will name privacy rights, and unauthorized use of materials. Any the Disney Entities as released parties); making all restrictions of coverage on the title, music or other required payments including, without limitation, filing rights must be stated on the certificate of insurance fees and security deposits; filing and providing 1099 and cleared prior to commencement of the Promotion. forms or other required tax forms, as the case may be; Additionally, any deductibles must be stated on the and providing to Disney the name(s) and contact certificate of insurance; and information for the winner(s) on or before the date designated by Disney. At no time will Promoter (c) Professional Liability represent, either directly, indirectly or by implication, Insurance in the amount of not less than $1 that any of the Disney Entities is a sponsor or co- per claim and $3,000,000 in the annual aggregate (or sponsor of the sweepstakes/contest. Promoter may an amount otherwise mutually determined by the disclose that Disney is the provider of the prizes as parties) covering claims, arising out of the Promoter’s described in EXHIBIT B hereto. Promoter may not negligent act or error in the performance of change, at any time, any elements or aspects of the Professional Services, as defined in the policy., If the Promotion without first notifying and consulting with policy is written on a claims made basis, Promoter Disney. agrees to hold coverage for three (3) additional years following the termination of this Agreement.

(d) All such insurance required in this Section will (i) contain a provision or endorsement that the policy may not be canceled or terminated unless at least thirty (30) days prior written notice thereof is furnished to Disney, (ii) be primary and not contributory with regard to any other available insurance to Disney, its parent, related, affiliated and subsidiary entities and the officers, directors, agents, employees and assigns of each, (iii) be on an occurrence basis, and (iv) be written by companies with a BEST guide rating of A-Vll or better. Certificates of Insurance (or copies of policies, if required by Disney) will be furnished to Disney, upon execution of this Agreement by both parties hereto, naming Disney, its parent, related, affiliated and subsidiary entities and the officers, directors, agents, employees and assigns of each, as additional insureds and will contain a waiver of subrogation with respect to the additional insureds. In the event of any cancellation or reduction of coverage, Promoter will obtain substitute coverage as required hereunder, without any lapse of coverage to Disney whatsoever. Disney’s failure to request, review or object to the terms of such certificates or insurance will •not be deemed a waiver of Promoter’s obligations or Disney’s rights. The minimum limits of insurance required in this Section will in no way limit or diminish Promoter’s liability under the provisions of this Agreement.

12. Confidential or Proprietarv Information. Each party agrees to keep the terms and conditions of this Agreement confidential and not to disclose such information to any other party. In addition, Promoter may, during the course of performing its obligations hereunder, have access to and acquire confidential or proprietary information regarding the Disney Entities that is not accessible or known to the general public. Any such information acquired by Promoter in the course of performing its obligations hereunder will not be published or disclosed by Promoter to any other person, firm or corporation without the prior written permission of Disney. The provisions of this Section will survive the expiration or sooner termination of this Agreement.

1 3. Indemnification. (a) Promoter will defend (if required by Disney and with counsel acceptable to Disney), indemnify and hold harmless the Disney Entities as well as the officers, directors, agents, employees and assigns of each, from and against any and all damages, claims, demands, suits, judgments, losses or expenses (including, without limitation, attorneys’ fees and fees of other professionals) of any nature whatsoever (whether based on tort, breach of contract, product liability,

patente copyright or other proprietary rights infringement or otherwise) (collectively, a “Loss”) arising directly or indirectly from or out of: (i) the sale, use or consumption of any products or services of Promoter offered for sale or otherwise achieved in connection with the Promotion; (ii) any act or omission of Promoter or its officers, directors, representatives, agents or employees; (iii) any misrepresentation in the conduct of the contest/sweepstakes contemplated as part of the Promotion or determination of winners of such contest/sweepstakes; (iv) any breach by Promoter of its representations, warranties or agreements hereunder; and (v) any other failure by Promoter to comply with its obligations hereunder. If Disney will include an airline in the Promotion, then said airline will also be included as an indemnified party under this Section. The provisions of this Section will survive the expiration or sooner termination of this Agreement.

(b) Disney will defend (if required by Promoter), indemnify and hold harmless Promoter, its parent, related, affiliated and subsidiary entities as well as the officers, directors, agents, employees and assigns of each, from and against any and all Loss arising directly or indirectly from or out of: (i) any injury to the winner of the Promotion or any guests of such winner: (a) occurring at any facilities owned and operated by any of the Disney Entities at the Premises while such person is redeeming a vacation to the Premises won by such person in the Promotion; and (b) proximately caused by the acts or omissions of any of the Disney Entities or the employees of any of the foregoing; or (ii) claims for infringement, libel, slander, disparagement, invasion of privacy or other third-party causes of action resulting from Promoter’s use, in connection with the Promotion, of any of the Disney Materials as provided by Disney hereunder.

(c) The provisions of this Section shall survive the expiration or sooner termination of this Agreement.

14. Termination. Should Promoter (a) fail to perform any material obligation required of Promoter pursuant to the terms and conditions of this Agreement, or (b) otherwise be in default under this Agreement and will have failed to cure, or commence the cure of, such default within five (5) days upon notice thereof from Disney, Disney may, in Disney’s sole discretion, terminate this Agreement immediately, and Disney will have no further obligation to Promoter whatsoever. Immediately upon termination, Promoter will discontinue the display and use of any remaining Promotion Materials and Promoter will destroy or otherwise dispose of all such Promotion Materials, as instructed by Disney in writing, and will provide Disney with verification that such destruction or disposal has been accomplished. Upon the expiration or sooner termination of this Agreement, Promoter will return to Disney all Disney Materials, theme park tickets and other items provided to Promoter hereunder still in Promoter’s possession.

1 5. Assiqnment. Neither party will have the right to sell, assign, transfer, subcontract or otherwise convey any of its rights (or delegate any of its duties) hereunder without the prior written consent of the other party; provided, however, that Disney may sell, assign, transfer, subcontract or otherwise convey any of its rights (or delegate any of its duties) hereunder to any of the Disney Entities without the prior written consent of Promoter.

16.. No Partnership. Aqencv or Joint Venture Relationship. Nothing herein will create, nor be deemed to create, a partnership, agency or joint venture relationship between the parties hereto, and neither party will have the right to bind the other party, without the written consent of such party, in its sole discretion.

1 7. Entire Aqreement: Severability: Headinqs. The terms and provisions of this Agreement constitute the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersede all previous communications, representations or agreements, either oral or written, between the parties relating to such subject matter. No change, alteration or modification of this Agreement will be effective unless made in writing and signed by both parties hereto. If any provision of this Agreement is deemed to be invalid, it will be considered deleted herefrom and will not invalidate the remaining provisions. The headings of the sections of this Agreement are inserted for convenience of reference only and will not control or affect the meaning or construction of any of the agreements, terms, covenants and conditions of this Agreement in any manner.

1 8. Governinq Law. This Agreement has been entered into in the State of Florida and will be construed and interpreted in accordance with the laws of the State of Florida without regard to conflicts of laws principles. Any legal proceeding of any nature brought by either party against the other to enforce any right or obligation under this Agreement, or arising out of any matter pertaining to this Agreement will be submitted for trial, without jury, exclusively before the Circuit Court of the Ninth Judicial Circuit in and for Orange County, Florida; or, if the Circuit Court does not have jurisdiction, then before the United States District Court for the Middle District of Florida (Orlando Division); or if neither of such courts will have jurisdiction, then before any other court sitting in Orange County, Florida, having subject matter jurisdiction. The parties consent and submit to the jurisdiction of any such court and agree to accept service of process outside the State of Florida in any matter to be submitted to any such court pursuant hereto, and expressly waive all rights to trial by jury regarding any such matter to the extent permitted by law.

19. Notice. Any notice or other communication required or permitted hereunder will be in writing and will be deemed given if: (a) delivered personally to an officer of the party to be notified; (b) sent by e-mail to the e-mail address designated by the receiving party; or (c) sent by overnight courier or United States registered or certified mail, postage prepaid, return receipt requested, to the receiving party’s mailing address set forth on the first page of this Agreement or such other address as the receiving party may designate in writing by registered or certified mail, return receipt requested, to the other party.

20. No Waiver. The failure of any party hereto to insist upon the strict performance of this Agreement, or any of the terms, covenants, representations or conditions hereof, will not be deemed a waiver of any rights or remedies that such party may have and will not be deemed a waiver of any subsequent breach in respect of any such terms, covenants, representations and conditions.

21 . Force Maieure. If the performance by either party of any nonmonetary obligation under this Agreement is directly delayed or prevented in whole or in part by any cause not reasonably within its control (including, without limitation, acts of God, war, civil disturbances, accidents, damage to its facilities, labor disputes, acts of any governmental body, or failure or delay of third parties), it will be excused, discharged and released of performance to the extent such performance is so limited or prevented without liability of any kind. Nothing herein contained will be construed as requiring either party to accede to any demands of labor or labor unions, suppliers or other entities which it considers unreasonable. Each party will use its reasonable efforts to minimize the duration and consequences of any failure of or delay in performance resulting from a “Force Majeure” event.

22. Ideas. All ideas of general applicability and information of general applicability provided by Promoter in connection with the Promotion will be deemed non-proprietary and may be used by the Disney Entities without restriction or obligation.

23. Disney’s Interest. Promoter hereby acknowledges that Disney has a very substantial interest in maintaining the image, reputation, aesthetic appearance and quality of the Premises. Accordingly, each and every term or provision of this Agreement which requires or which refers to (as the case may be): (a) the approval or consent of Disney, or (b) the satisfaction, judgment, opinion or discretion of Disney, will mean that any such approval or consent, or any such satisfaction, judgment, opinion or discretion (as the case may be), will be subject to the sole and absolute discretion of Disney. In addition, no provision of this Agreement which may require or pemit Disney to state reasons for denial of any submission or request will be construed as a specific statement that any matter is subject to the reasonable approval, consent, satisfaction, judgment, opinion or discretion of Disney.

EXHIBIT A

Promoter will be responsible, at its sole cost and expense (unless stated otherwise herein), for the following:

1 .               Promotion. Promoter will develop and conduct the Promotion pursuant to the terms of this Agreement.

2. Promotion Materials. Promoter will create, produce, and air, display or distribute, in connection with the Promotion, the following Promotion Materials that will contain certain of the Disney Materials and will provide a minimum media value of Sixty Nine Thousand Two Hundred Fifty dollars ($69,250). Promoter will provide to Disney two (2) copies, on a mutually agreed upon format, of each Promotion Material and/or other material regarding the Promotion as soon as they become available including, without limitation, promotional spots:

Airing a minimum of Sixty Five (65) fully produced radio spots, each not less than (:30) seconds in length) in length, during the Promotion Period in support of the Promotion. The radio spots will be produced by WOKVFM and will be aired on the following radio stations: WOKV-FM

Airing a minimum of Fifty (50) fully produced radio spots, each not less than (:15) seconds in length) in length, during the Promotion Period in support of the Promotion. The radio spots will be produced by WOKV-FM and will be aired on the following radio stations: WOKV-FM

Airing a minimum of Sixty (60) live liners or reads during the Promotion Period in support of the Promotion. The live liners or reads will be pursuant to the messaging points provided by Disney and will be aired on the following radio stations: WOKV-FM.

During the Promotion Period, hosting and administering a contest page (the “Splash Page”) on www.wokv.com (the “Website”) and a digital, mobile application (“Mobile App”). Both the Website and Mobile App will permit individuals to enter the Promotion. Promoter hereby affirms that such Website and Mobile App use, and will throughout the Promotion maintain, commercially reasonable security procedures and practices.

Incorporating a text link, as provided by Disney, on the Website adjacent to or as part of the copy information concerning the Promotion during the Promotion Period

During the Promotion Period, including on the home page of the Website a banner ad dedicated to the Promotion that links to the Splash Page.

Providing information about the Promotion and/or Disney during the Promotion Period on the social media outlets controlled by the Promoter which may include but not be limited to the social media account of WOKV and Promoter’s host talent. All such posts shall be subject to Disney’s review and written approval prior to publication.

Providing information about the Promotion and/or Disney on-line on the Website and Mobile App controlled by the Promoter during the Promotion Period.

Incorporating a text link, as provided by Disney, on the Website adjacent to or as part of the copy information concerning the Promotion during the Promotion Period.

Promoter acknowledges that Disney will have the right to review and approve the foregoing materials and the intended placement and use of such materials in accordance with the provisions of this Agreement.

3. Host Talent’s Social Media. Athough not an obligation, Promoter’s host talent may post to their respective personal social media accounts so long as (a) such host talent clearly and conspicuously disclose their material connection to Disney, (b) such host talent complies with Disney Guidelines for Influencers as provided by Disney, and (c) such host talent fully complies with the Federal Trade Commission’s requirements for testimonials and endorsements. Promoter shall ensure such compliance by its host talent. Please visit www.ftc.qov for more information about testimonials and endorsements.

4. Official Rules. Promoter will cause the Official Rules for the Promotion to comply with all applicable laws and regulations and to include provisions substantially similar to the following (subject to Disney’s approval):

The winning vacation rules established by Disney as set forth in EXHIBIT B hereto.

Winners must be at least eighteen (18) years of age to enter and win. Travelers under the age of eighteen (18) must be accompanied by a parent/legal guardian who must be at least eighteen (18) years of age.

Certain travel restrictions apply.

Promoter is the sponsor of the Promotion.

Disney, its parent, related, affiliated and subsidiary entities and their respective officers, directors, agents, employees and assigns will be released and discharged from any and all legal claims, losses, injuries, demands, damages, actions, and/or causes of actions that arise out of and/or are in any way related to the prize, the receipt, use and/or enjoyment of the prize, any prize-related activity and/or the Promotion.

5. Affidavits or Proof of Performance. Following the completion of the Promotion Period, Promoter will provide to Disney affidavits and/or proof of performance pertaining to all media produced/aired/distributed in support of the Promotion. Winner letters and documents will not be issued until all such affidavits and/or proofs of performance are received.

EXHIBIT B

2024 Walt Disney Worm Holidays X Annual Pass Promotion

l. GRAND PRIZE

In furtherance of the promotion for the 2024 Walt Disney Worm Holidays X Annual Pass Promotion (“Promotion”) scheduled to commence on November 18, 2024 and ending on December 23, 2024, Disney will be responsible at its cost and expense (unless stated otherwise herein), for providing Promoter with the following:

A. Four (4) Florida Resident Disney Pixie Dust Pass with each pass set to expire on December 30, 2025 (a “Pass”). Each Pass has an Approximate Retail Value (“ARV”) of Four Hundred SixtySeven and 54/100 United States Dollars (US$467.54) including tax.

ll. QUALIFIER PRIZE

In furtherance of the Promotion, Disney will also be responsible, at its cost and expense (unless stated otherwise herein), for providing Promoter with the following qualifier prizes:

A. Twenty (20) I-Day Walt Disney Worn theme park tickets with Park Hopper@ option, with each ticket set to expire on December 30, 2025 (each, a “Ticket”). Each Ticket has an Approximate Retail Value (“ARV”) of Two Hundred Sixty-Nine and 45/100 United States Dollars (US$269.45) including tax.

Please note the followinq restrictions:

Theme park reservations may be required and are subject to change. Reservations are limited in number and subject to availability of Pass or Ticket reservations, applicable pass or ticket blockout dates and park capacity. Blockout dates apply at the discretion of Disney and may be subject to change without notice or liability.

Passes and Tickets are nontransferable and are valid only during specific event dates and hours. Winning prize members must guard Passes and Tickets against loss, theft or damage.

Certain theme parks, resorts, restaurants and other offerings may be modified or unavailable, limited in capacity, and subject to limited availability or closure. Theme park admission and offerings are not guaranteed.

To visit the theme parks, valid admission is required for the same theme park on the same date for each person in the Group ages 3 and up.

Disney, its parent, related, affiliated, and subsidiary companies and their respective officers, directors, agents, employees and assigns shall be released and discharged from any and all legal claims, losses, injuries, demands, damages, actions, and/or causes of actions that arise out of and/or in any way related to the prize, the receipt, use and/or enjoyment of the prize and/or the promotions.

Federal, state and local taxes, if any, are the sole responsibility of each of the prize winners, who will receive an IRS Form 1099 reflecting the final actual value of any prize valued at six hundred and 00/100 dollars ($600.00) or more.

Promoter shall have the right, but not the obligation, to make any deductions and withholdings that Promoter deems necessary or desirable under applicable federal, state and local tax laws, rules, regulations, codes or ordinances.

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