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Master Service AgreementThe Agreement to provide services described herein and in the documents referenced herein (“Services”) ismade by and between The Regents of the University of California, a California public corporation (“UC”) onbehalf of the University of California locations and the supplier, 3Play Media (“Supplier”).1.Statement of WorkThe Supplier may support various UC locations for projects depending on services detailed in the Statement ofWork. This Agreement does not guarantee that paid project work will occur during the duration of thisagreement nor that UC will be obligated to purchase a minimum amount of services from Supplier. Thelocation/department that is requiring the services will be responsible for funding the project and paying allinvoices. The SOW and Purchase Order will be subject to the terms of this Master Service Agreement. The SOWwill be effective only if signed by someone with delegated signature authoritySupplier agrees to perform Captioning Services listed below and in any other documents referenced in theIncorporated Documents section herein. 2.CaptioningTranscriptionSynchronizationTranscript Alignment (Captioning Only)Captiong Encoding & Open CaptioningSpanish CaptioningTranslationTerm of Agreement/Terminationa) The term of the Agreement will be from September 2, 2016 and through September 1, 2017 withthe option of four (4) additional one-year periods, upon the agreement of the parties. Theagreement is subject to earlier termination as provided below.b) UC may terminate the Agreement for convenience by giving Supplier at least 30 calendar days' writtennotice.c) UC or Supplier may terminate the Agreement for cause by giving the other party at least 15 days' notice tocure a breach of the Agreement (Cure Period). If the breaching party fails to cure the breach within the CurePeriod, the non-breaching party may immediately terminate the Agreement.3.Purchase OrderUnless otherwise provided in the Agreement, Supplier may not begin providing Services until UC approves aPurchase Order for the Services.Page 1 of 7

4.Pricing Schedule and InvoicingALL TRANSCRIPTION PRICES AND SERVICES INCLUDE BOTH TRANSCRIPTS AND CAPTIONS WITH 99% ACCURACY. There is no transcription-only option that does not include captions. There are no setup fees orannual service fees. There are no additional charges associated with video platform integrations (e.g.Mediasite, Panopto, Kaltura, or YouTube).Pricing ScheduleCaptioning and TranscriptionPer MinutePer Hour 2.25 135 2.05 123 2.00 120 1.90 114Per MinutePer Hour- 0.15 DISCOUNT(total 2.10/min)- 9 DISCOUNT(total 126/hr)2 Business Day Turnaround 0.65(total 2.90/min) 39(total 174/hr)1 Business Day Turnaround 1.25(total 3.50/min) 75( total 210/hr)8 Hour Turnaround 2.25(total 4.50/min) 135( total 270/hr)2 Hour Turnaround 5.00(total 7.25/min) 300(total 435/hr)Automated Vertical Caption Placement 0.50 30Manual Vertical Caption Placement 0.50 30Pay as you go3 Business Day TurnaroundProrated to the run-time duration of each file1 minute minimum per filePrepay 250 – 499 hours9% discountPrepay 500 – 999 hours11% discountPrepay 1,000 16% discountAdditional Options7 Business Day Turnaround7% discountPage 2 of 7

Extremely difficult audio 1.00 60Per MinutePer Hour 4.50 270Per MinutePer Hour 0.90 54Poor recording, heavy accents, background noise, many speakersSpanish CaptioningPay as you goProrated to the run-time duration of each fileAutomated Transcript Alignment (Captioning Only)Pay as you goNo file minimums – prorated to the exact duration of each fileCaption EncodingPer FileClosed Captions 10Download M4V video with encoded closed captions.One-time fee for each video producedOpen Captions 10Download M4V video with open captions burned in.One-time fee for each video producedTranslationPer WordStandard translation by GengoAccurate translation by a native speaker.Per Minute 10.50 0.07Estimate*Price perfect to expand your business to new markets.Available in 31 languages.Pro translation by GengoProfessional translation for formal business use. 21 0.14Estimate*Detailed attention to tone, subject, and meaning.Available in 31 languages. 13 – 26Translation by dotSubDepends onHigh quality translation for more than 250 languages.target languageEstimates based on 150 words/minuteCaption ImportImport existing captions or subtitlesPer File 5Page 3 of 7

InvoicingAn itemized monthly invoice is provided at the end of each month via email. Details of current and past invoicescan be viewed through each account. Each project within accounts will be displayed separately on the invoicewith line-item detail, and those projects can be aggregated onto a single invoice.UC Invoicing process:All invoices must clearly indicate the following information: Reference the UC Purchase Order Number; Valid invoice number and invoice date; Ensure that invoice matches the Purchase Order; Supplier contact and remittance information; Net cost of service or item; Any applicable discount; California sales tax as a separate line item; UC vendor number if known; Credits: Reference the original purchase order number for all credit invoices issued. Clearly identify as a“CREDIT” and provide reason for credit. Reference original invoice number if a return.Payment Terms:UC will normally pay invoices within thirty (30) days of satisfactory product delivery or receipt of correct invoiceas agreed to in the Vendor record.5.NoticesAs provided in the UC Terms and Conditions of Purchase, notices may be given by overnight delivery or bycertified mail with return receipt requested, at the addresses specified below. Additionally, notices by Email willbe considered legal notice if such communications include the following text in the Subject field: FORMAL LEGALNOTICE – 3Play MediaTo UC, regarding all contract issues:Name: Jennifer UyPhone: (510) 643-1079Email: jenuy@berkeley.eduUniversity of California, BerkeleySupply Chain Management1608 4th Street, Suite 217Berkeley, CA 94710-7600To UC, regarding confirmed or suspected Breaches as defined under Appendix – Data Security:Information Security and PolicyATTN: Chief Information Security Officer2195 Hearst Ave., Suite 200Berkeley, CA 94720-4878Email: security@berkeley.edu6.Intellectual Property, Copyright and PatentsThe Services involve Work Made for Hire.Page 4 of 7

7.Patient Protection and Affordable Care Act (PPACA)The Services do not involve temporary or supplementary staffing, they are not subject to the PPACA warrantiesin the T&Cs.8.Prevailing WagesSupplier is not required to pay prevailing wages when providing the Services.9.Fair Wage / Fair WorkSupplier is not required to pay the UC Fair Wage (defined as 13 per hour as of 10/1/15, 14 per hour as of10/1/16, and 15 per hour as of 10/1/17) when providing the Services.10. This section left intentionally blank11. Restriction Relating to Consulting Services or Similar Contracts – Follow-on ContractsPlease note a Supplier that is awarded a consulting services or similar contract cannot later submit a bid or beconsidered for any work “required, suggested, or otherwise deemed appropriate” as the end product of theServices (see Public Contract Code Section 10515).12. InsuranceInsurance amounts are located in the UC Terms and Conditions of Purchase. Deliver the Certificate of Insuranceto UC’s Buyer, by mail or overnight delivery. Additionally, this requirement will be considered satisfied if a PDFversion of the Certificate of Insurance is sent by Email and includes the following text in the Subject field:CERTIFICATE OF INSURANCE – 3Play Media.Certificate of insurance evidencing said insurance must be received by the Buyer in the Supply ChainManagement Department before commencing work.The Supplier must, at its own expense, obtain and keep in force during the entire term of this contract or issue ablanket certificate naming “The Regents of the University of California” as additional insured to cover anyservices performed during the duration of this agreement.Supplier shall use the following address in the Certificate Holder location to identify the Additional Insured:The Regents of the University of CaliforniaUniversity of California, BerkeleySupply Chain Management – Insurance Desk1608 4th Street, Suite 217Berkeley, CA 94710-760013. Service-Specific and/or Goods-Specific ProvisionsNO MANDATORY USESupplier is advised that because there is no mandatory use policy at UC, Supplier may still see some competitionat any given UC location for any given service.PIGGYBACKSupplier agrees to extend the pricing basis, terms and conditions of the Agreement to all UC locations Supplierwill make available to any UC location its improved pricing basis, terms or conditions resulting from increasedusage or aggregation of activity by multiple UC locations. All contractual administration issues (e.g. terms andconditions, extensions, and renewals), operational issues, fiduciary responsibility, payment issues, performanceissues and liabilities, and disputes involving individual UC locations will be addressed, administered, andPage 5 of 7

resolved by each UC location. Any delay in payment or other operational issue involving one UC location will notadversely affect any other UC location.14. Records about IndividualsRecords created pursuant to the Agreement that contain personal information about individuals (includingstatements made by or about individuals) may become subject to the California Information Practices Act of1977, which includes a right of access by the subject individual. While ownership of confidential or personalinformation about individuals is subject to negotiated agreement between UC and Supplier, records willnormally become UC’s property, and subject to state law and UC policies governing privacy and access to files.When collecting the information, Supplier must inform the individual that the record is being made, and thepurpose of the record. Use of recording devices in discussions with employees is permitted only as specified inthe Statement of Work.15. Amendments to UC Terms and Conditions of PurchaseArticle 7 – Intellectual Property, Copyrights and PatentsArticle 7.B is removed and will not applyArticle 9 – InsuranceArticle 9.D, Worker’s Compensation, is amended as follows:Workers' Compensation as required by applicable state law and Employer’s Liability with limits of fivehundred thousand dollars ( 500,000) per occurrence.16. This section left intentionally blank17. This section left intentionally blank18. Incorporated DocumentsThe following documents are incorporated and made a part of the Agreement by reference as if fully set forthherein, listed in the order of precedence following the Agreement:a)b)UC Terms and Conditions of Purchase, rev 7/7/2016Statement of Work – Attachment A19. Entire AgreementThe Agreement and its Incorporated Documents contain the entire Agreement between the parties andsupersede all prior written or oral agreements with respect to the subject matter herein.SIGNATURES APPEAR ON FOLLOWING PAGEPage 6 of 7

The Agreement is signed below by the parties’ duly authorized representatives.THE REGENTS OF THE UNIVERSITY OFCALIFORNIASign:Name:3PLAY MEDIASign:Jennifer UyName:Josh Miller(Please Print)Title:Date:Senior BuyerSeptember 2, 2016(Please Print)Title:Chief Revenue OfficerDate:8/23/2016Page 7 of 7

behalf of the University of California locations and the supplier, 3Play Media (“Supplier”). 1. Statement of Work. The Supplier may support various UC locations for projects depending on services detailed in the Statement of Work. This Agreement does not guarantee that paid project work will occur during the duration of this agreement nor that UC will be obligated to purchase a minimum .