N1BW PARTICIPATION AGREEMENT

Version 1.1: August 25, 2026

This Participation Agreement (this “Agreement”) is entered into by and between N1BW, Inc. (“N1BW,” “we,” “us,” or “our”) and the individual or entity agreeing to these terms (“Participant,” “you,” or “your”).

1. PURPOSE

N1BW operates a collaborative platform (the “Platform”) for the development, production, and distribution of serialized audiovisual content (“Projects”). You wish to participate in one or more Projects to be developed and produced via the Platform, either as the person who runs the Project and will ultimately own all rights in the Project (the “Creator”) or as a person who is approved by the Creator to fulfill a specified role in the Project (a “Contributor”).

This Agreement governs your participation in Projects, ownership of content created as part of Projects, distribution rights relating to such content, and any compensation or revenue participation made available through the Platform.

2. DEFINITIONS

“Participant” means any individual or entity that agrees to this Agreement.

“Project” means any audiovisual work developed or created through the Platform.

“Contribution” means any content that you upload or provide for any Project via the Platform, including, but not limited to, scripts, video, images, audio, designs, and ideas.

“Accepted Contribution” means a Contribution that has been (i) uploaded or provided by the Creator or (ii) uploaded or provided by a Contributor and approved by the Creator and, where applicable, N1BW for inclusion in the final Work Product.

“Contributor” means a Participant who has been approved or designated by the Creator, and N1BW if applicable, to work on a Project in a specific role as described below.

“Creator” means the Participant who originates a Project and serves as its showrunner.

“Work Product” means all content created within a Project, including all Accepted Contributions.

“Paid Transaction” means a paid purchase or rental by a Platform user of the right to access an item of Work Product, whether payment is implemented through tickets, direct payment, or another transactional mechanism supported by N1BW.

3. CONTRIBUTIONS TO EXISTING PROJECTS

If you contribute to a Project as a Contributor:

You hereby irrevocably assign and agree to assign all of your rights, including copyrights, in your Contributions to the Creator.

You retain no ownership rights in such Contributions or in any copyright or other right in such Contributions.

You waive and agree not to assert any moral rights with respect or relating to the Work Product to the extent permitted by law.

3A. SUBMISSION, REVIEW, AND ACCEPTANCE

All Contributions are subject to review by us, and all Contributions by Contributors are subject to review by the Creator.

Each Contribution may be:

Accepted

Rejected

Returned with notes or requested revisions

Acceptance is determined by:

The Creator, in their sole discretion, with respect to creative decisions; and

N1BW, in its reasonable discretion, with respect to platform standards, compliance, and overall quality.

Failure to follow project guidelines, specifications, or reasonable creative direction may result in rejection or requests for revision.

If you are a Contributor, you will be eligible to receive payments under Section 6 or otherwise in connection with the Project only if you submit all Contributions that are assigned to you and all such Contributions are ultimately accepted by us and the Creator.

For clarity, we have no obligation to review Contributions, and any Contribution will be deemed to have been accepted by us unless it is rejected within a reasonable time.

4. CREATION OF NEW PROJECTS

If you create a new Project:

You are the Creator of that Project.

You retain ownership of the underlying intellectual property rights and all rights in the resulting Work Product, subject to the rights granted to N1BW under this Agreement.

All Contributions from others are assigned to you under Section 3.

5. PLATFORM DISTRIBUTION RIGHTS

If you are a Creator with respect to any Project, you grant N1BW a non-exclusive, worldwide license to host, store, reproduce, encode, transcode, distribute, stream, publicly perform, publicly display, promote, and monetize the Work Product through the Platform and through N1BW-authorized distribution channels.

The license granted under this Section is non-exclusive. The Creator may distribute, exhibit, license, sell, stream, publish, or otherwise exploit the Work Product through any other platform, service, distributor, or medium, subject to any separate agreement entered into by the Creator.

Nothing in this Agreement requires the Creator to remit to N1BW or to Contributors any revenue received by the Creator from exploitation of the Work Product outside the Platform. N1BW encourages Creators, where appropriate, to honor off-platform the economic participations established for Contributors through the Platform, but any binding obligation relating to off-platform revenue must arise under a separate agreement.

The license granted to N1BW includes the right to:

Exhibit and distribute content through the Platform and N1BW-authorized distribution channels;

Use clips and materials for promotion;

Reformat or adapt content for distribution;

Create technical versions necessary to support Platform functionality.

The Creator may withdraw Work Product from the Platform upon written notice to N1BW, subject to a reasonable technical period for removal and subject to any continuing rights reasonably necessary to honor access previously purchased by users in Paid Transactions.

5A. MODIFICATION AND ADAPTATION

N1BW shall have the right to modify, adapt, and present Work Product for purposes of distribution and promotion, including:

Editing or reformatting content;

Changing titles or descriptions;

Adding subtitles, dubbing, or translations;

Creating promotional materials or derivative versions for marketing.

Such modifications do not affect ownership of underlying intellectual property.

6. AVAILABILITY, PRICING, AND REVENUE PARTICIPATION

6.1 Free or Paid Availability

The Creator may elect to make any item of audiovisual Work Product available on the Platform either:

free of charge; or

through paid transactional access.

If the Creator elects paid transactional access, the Creator may select a retail price between $1.99 and $19.99, using price points supported by the Platform.

N1BW may establish and modify the specific permitted price points within that range and may determine the technical mechanism through which Paid Transactions are implemented.

6.2 Tickets and Other Transaction Mechanisms

N1BW may, but is not required to, use tickets as a mechanism through which users complete Paid Transactions.

If tickets are offered, N1BW may set the price of tickets and may offer tickets in bundles incorporating volume discounts, promotional discounts, complimentary tickets, or other pricing structures.

N1BW may alternatively permit Paid Transactions through direct payment or any other payment or access mechanism supported by the Platform.

References in this Agreement to Paid Transactions apply regardless of the technical payment mechanism used.

6.3 Transactional Revenue

Revenue participation under this Section applies only to revenue generated through Paid Transactions.

Making Work Product available free of charge does not, by itself, generate any revenue participation obligation under this Section.

Except where Contributors and the Creator agree that a Contributor will receive a fixed fee or enter into another arrangement, each Participant will receive a share of Net Transactional Revenue attributable to Accepted Contributions submitted by such Participant based on that Participant’s role in the development of the applicable Work Product.

The share allocated to each Participant will be determined by the Creator, subject to acceptance by each Contributor, provided that the sum of all allocations to Participants will equal at least 70% of Net Transactional Revenue.

The default participations for Participants are:

20% to the Creator

30% to Directors

5% to Bible Writers

10% to Writer(s)

5% to Music Supervisor

Participants acknowledge that compensation structures may vary by Project and role.

6.4 Net Transactional Revenue

For each Paid Transaction, N1BW will determine the amount actually attributable to that transaction.

Where payment is made using tickets, N1BW may determine the applicable transaction value using the weighted average amount paid for tickets over a reasonable trailing period.

N1BW may deduct reasonable costs allocable to Paid Transactions, including:

payment processing fees;

refunds;

chargebacks;

application store or platform commissions;

sales, value added, digital services, or similar taxes; and

reasonable reserves for fraud, refunds, and chargebacks.

The resulting amount is “Net Transactional Revenue.”

6.5 Minimum Payment for Audiovisual Paid Transactions

For audiovisual Work Product offered through Paid Transactions, the aggregate amount allocated to Participants for any applicable month will be the greater of:

70% of applicable Net Transactional Revenue; or

ten cents ($0.10) multiplied by the number of applicable Paid Transactions.

Promotional, complimentary, free, or otherwise no-charge access does not constitute a Paid Transaction for purposes of this minimum.

6.6 Statements and Payments

Approximately 45 days after each calendar month in which Paid Transactions occur, we will generate statements reflecting applicable Paid Transactions, Net Transactional Revenue, deductions, and Participant allocations.

If you are a Creator for the applicable Project, we will send you a statement. If you are a Contributor, we will send you a statement relating to your participation in the Project.

Payments will be made through Stripe or another payment processor designated by N1BW and will be subject to tax withholdings, reserves, minimum payment requirements, and onboarding requirements.

Before we can send funds, you must complete payout onboarding, including identity verification and tax documentation — Form W-9 for United States persons, or the applicable Form W-8 for non-United States persons.

Payout onboarding is not required to upload or publish content.

Earnings accrue to your account whether or not onboarding is complete; we simply cannot disburse them until it is. Earnings that remain unclaimed for three years are handled in accordance with applicable unclaimed property law.

We may withhold taxes in our reasonable discretion.

We disburse earnings once your accrued balance exceeds $50; below that amount, the balance carries forward.

We may hold a reserve of up to 10% of your earnings for up to 90 days against anticipated refunds and chargebacks.

If you disagree with any statement, you must notify us within 12 months of the statement date. You waive any objections to any statement that you do not make within 12 months.

If a refund, chargeback, or fraud reversal is processed after we have already paid you for the underlying Paid Transaction, we may offset that amount against your future earnings. If your account balance is negative when this Agreement ends, we may invoice you for the outstanding amount if it exceeds $100, and you will pay any such invoice promptly.

We do not guarantee any revenue, audience size, number of views, level of promotion, catalog placement, or continued availability of the service or of any feature.

N1BW may reasonably refine allocation and transactional mechanics as needed, provided the overall structure remains materially consistent.

7A. ELIGIBILITY FOR REVENUE PARTICIPATION

Only Accepted Contributions that are included in the final Work Product are eligible for revenue participation.

Submission of a Contribution does not entitle a Participant to any revenue share unless and until such Contribution is accepted and incorporated into the final Work Product.

7B. ROLE-BASED BUYOUTS

A Creator may designate certain roles within a Project as “buyout roles” rather than revenue participation roles.

Participants contributing in a buyout role are not entitled to any revenue participation with respect to such Contributions.

Any revenue share that would otherwise be allocated to such role shall instead be retained or reallocated by the Creator.

Compensation for buyout roles shall be specified and administered through N1BW platform mechanisms.

Revenue allocation for each Project shall be determined based on the role structure defined for that Project.

7C. BUYOUT FUNDING AND ROLE ACTIVATION

For roles designated as buyout roles, the Creator shall specify the applicable compensation through N1BW platform mechanisms.

Buyout roles shall not be active unless and until sufficient funding has been provided by the Creator.

Until such funding is provided:

the role shall not be available for participation;

Participants may not submit Contributions for such role; and

no Participant may be designated or approved for such role.

Upon acceptance of a Contribution for a funded buyout role, N1BW shall distribute the specified compensation to the Participant in accordance with platform terms.

All compensation for buyout roles is funded by the Creator, and N1BW acts solely as a facilitator of such payments.

8. SANCTIONS AND LEGAL COMPLIANCE

Payments are subject to applicable laws and regulations, including sanctions administered by the Office of Foreign Assets Control.

N1BW may:

Refuse or block payments where required by law;

Restrict participation in certain jurisdictions;

Withhold funds until payment becomes legally permissible.

9. REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

Your Contributions are original or properly licensed;

They do not infringe third-party rights;

You have authority to enter into this Agreement.

10. INDEMNIFICATION

You agree to indemnify and hold harmless N1BW and its affiliates from any claims arising from:

Your Contributions;

Your breach of this Agreement;

Any alleged infringement or violation of rights.

11. PLATFORM AND CREATOR DISCRETION

The Creator shall have sole discretion over creative decisions, including:

Acceptance or rejection of Contributions;

Requests for revisions or notes;

Creative direction and standards.

N1BW shall have reasonable discretion with respect to:

Platform standards, compliance, and quality control;

Distribution and presentation of Work Product;

Operation of transactional and monetization mechanisms;

Participation access and enforcement of platform rules.

N1BW and the Creator may remove or modify content as necessary to meet these standards.

Contributor status may be granted or revoked by the Creator or N1BW in connection with project needs, platform standards, or participation requirements.

Where a Contributor has been assigned a specific task or role within a Project, such assignment may not be revoked arbitrarily. Contributors shall be afforded a reasonable opportunity to complete assigned work, subject to:

failure to follow project guidelines or reasonable creative direction;

failure to meet agreed or reasonable timelines;

material quality or consistency concerns;

changes to the Project’s scope, direction, or structure; or

platform standards, compliance, or other legitimate project needs.

In addition, Contributor status or assigned roles may be revoked where a Participant engages in conduct that materially disrupts the Project, the N1BW community, or the collaborative process, including conduct on or off the Platform that is reasonably likely to harm the Project, its participants, or its public perception.

11A. CREDITS

Participation in a Project does not guarantee any on-screen, on-platform, or promotional credit.

Credits, if any, will be determined by the Creator, subject to N1BW’s final approval and platform presentation requirements.

12. RELATIONSHIP OF PARTIES

Participants are independent contributors. Nothing in this Agreement creates employment, partnership, or joint venture.

13. CONFIDENTIALITY

You agree not to disclose non-public information about Projects or platform operations without permission.

14. ARBITRATION

Any dispute arising from this Agreement will be resolved by binding arbitration administered by the American Arbitration Association in California.

No class actions or collective proceedings are permitted.

Each party will bear its own legal fees unless otherwise determined by the arbitrator.

15. THIRD PARTY BENEFICIARY

If you are a Contributor, then the Creator for each Project in which you participate will be a third-party beneficiary of all of your obligations under this Agreement as they relate to that Creator’s Project.

16. GOVERNING LAW

This Agreement is governed by the laws of the State of California applicable to contracts entered into and performed in California by residents thereof.

17. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties regarding its subject matter.

18. MODIFICATIONS

Your acceptance covers every Project in which you participate afterward.

You will not be asked to accept again unless we make changes to this Agreement, in which case we will request your acceptance of the modified version of this Agreement before your next upload.

If you do not accept the modified version of this Agreement, you will not be permitted to continue participating in any Projects via the Platform.

19. ACCEPTANCE

By clicking “I Agree” or participating in N1BW, you confirm that you have read and agree to this Agreement.

N1BW, Inc.