ANGEL GUILD MEMBERSHIP TERMS AND CONDITIONS

Effective Date: October 11, 2023

These Terms and Conditions (these “Terms”) apply to purchases made by you in connection with your Angel Guild Membership (“Membership”) and associated Perks Program (the “Program”) of Angel Studios, Inc. (“Angel Studios”). By participating in the Program, you agree to be bound by these Terms.

1. Membership Benefits.

   1. Voting on Shows. Your Membership allows you to screen proof of concept films (called “Torches”) an finished films/episodes to help ensure audience demand and mission alignment (i.e., “amplifying light”) for all Angel Studios projects. Angel maintains the right to modify the voting process, use the data from the voting, and adjust the minimum thresholds required to pass the Guild in Angel’s sole and absolute discretion.
   2. Early Access inside the Angel App. Once a film or episode of a series is available for viewing inside the Angel app, Members will be permitted limited early access to the film or series prior to the general public being given access inside the Angel App. Early access could be anywhere from 24 hours to several weeks before the general Angel app access depending on how windows with third party platforms are negotiated and agreed.
   3. Free Movie Tickets (on opening weekend). Members will receive coupon codes to redeem two (2) free tickets ($30 value) to opening weekend of each theatrical release by Angel Studios during the time of their Membership. Tickets redeemed or claimed are valid at participating theaters using Atom ticketing. Coupons after opening weekend will be void and the value will not roll over into the next subsequent theatrical release.
   4. Discount on Merchandise. Members will receive a discount on select Angel merchandise inside the Angel online store. Angel reserves the right to determine which items of merchandise are available for the discount and the timing and duration and value of such discounts in its sole discretion. All discounts are subject to change at any time in Angel’s sole discretion.
   5. Other Offers. Angel may partner with other companies to expand or increase its perks for Members and will determine the duration, value and method of redemption for such perks (if any).

2. Conditions for Membership in the Guild; Additional Terms.

   To become an Angel Guild member, you must create an Angel Studios account at www.angel.com/guild. You agree and acknowledge that you have complied with and will continue to comply with the Angel Studios Terms of Use and Terms of Service, and any other terms relating to the creation of an Angel Studios account.

3. Indemnification.

   You agree to indemnify Angel Studios for any costs, damages and expenses (including reasonable attorneys’ fees) arising from or relating to: (a) any claim or cause of action brought by a third party against Angel Studios as a result of your Membership, your redemption of any Perk, (b) your breach of these Terms, (c) the Angel Studios Terms of Use, or (d) the Angel Studios Terms of Service.

4. LIMITATION OF LIABILITY AND RELEASE.

   By participating in the Angel Guild Membership Program, you agree to the full extent permitted by applicable law to release and hold harmless Angel Studios and its affiliates and its and their officers, directors, employees, agents and representatives (the “Released Parties”) from and against any claim or cause of action of any kind, whether known or unknown, of any kind, arising from or relating to your participation in the Program, including without limitation your creation of an account with Angel Studios, your provision of personal information to Angel Studios, and your receipt and redemption of a Perk. You further agree that in any such claim or cause of action, the liability of the Released Parties will be limited to your out-of-pocket costs of your Membership. In no event will the Released Parties be liable for attorneys’ fees or punitive, consequential, indirect or director damages whatsoever.

5. Choice of Law; Venue.

   These Terms and the Program shall be governed by and construed according to the laws of the State of Utah, without regard to any conflict of laws rules that would cause the application of the laws of another jurisdiction. All claims, actions and disputes arising out of or relating to these Terms and the Program will be resolved exclusively by the courts located in Salt Lake County, Utah.

6. WAIVER OF CLASS ACTION.

   All claims, actions and disputes shall be brought individually and you hereby waive, to the maximum extent permissible under applicable law, any rights to bring or participate in a class action.

7. Survival.

   If, for any reason, any provision of these Terms is deemed invalid or unenforceable, such provisions shall be enforced to the maximum extent permitted by applicable law and the remaining provisions shall remain in full force and effect.

8. No Waiver by Angel Studios.

   The failure by Angel Studios to enforce any provision or any rights provided under these Terms shall not constitute a waiver of such provision or rights. Any waiver is effective only if made in writing and signed by Angel Studios.

9. Amendment.

   Angel Studios may amend these Terms at any time and for any reason without your approval. Your continued participation in the Program will constitute your acceptance of the amended Terms.

10. Headings.

    Headings used in these Terms shall not be used to interpret the contents herein.