MiiTv

Terms of Service

1. Introduction

This MiiTv Inc. User Agreement, the MiiTv Inc. Privacy Policy, the MiiTv Inc. Community Guidelines, the MiiTv Inc. Fees Schedule and all policies posted on our sites set out the terms on which MiiTv Inc. (hereinafter referred to as “MiiTv Inc.”) offers you access to and the use of our site(s), services, applications, platform and tools (collectively “MiiTv Inc. Services”). You may find a list of all of our policies and agreements at mii.tv/terms (collectively, the “MiiTv Inc. Policies”). The MiiTv Inc. Policies set forth the entire understanding and agreement between you and MiiTv Inc. and supersede all prior understandings and agreements you may have had. All of the MiiTv Inc. Policies are incorporated into this MiiTv Inc. User Agreement (the “User Agreement”). You agree to comply with all of the MiiTv Inc. Policies when accessing or using all or any part of the MiiTv Inc. Services.

**By accepting this User Agreement, you are entering into a contract with MiiTv Inc., with its corporate offices located at 85 W Combs Rd. STE 101-109, San Tan Valley Arizona. 85140-9106. USA. All capitalized terms unless otherwise defined herein shall have the meaning attributed to such term in the glossary of terms to be found at mii.tv/glossary/.**

2. About MiiTv Inc.

MiiTv Inc. is a revolutionary ecommerce enabled, video streaming social networking application that allows Broadcasters to contribute content via either live performances or uploading videos and receive both non-monetary and real money “Tips” from Viewers in appreciation of his/her contributed content. By virtue of receiving a Tip, Broadcaster is promising:

(a) a broadcast that is of approximately the minimum length advertised by the Broadcaster at the time of broadcast.

(b) a broadcast containing the content advertised by the Broadcaster at the time of broadcast.

The failure on the part of the Broadcaster to meet the broadcast duration, and/or to deliver the broadcast content that was advertised or otherwise promised to a Viewer, may result in consequences articulated in Section 6 of this Agreement. The Broadcaster is not promising a minimum performance standard or performance quality; furthermore, other than what has been stated in Section 2(a) and 2(b) above; there are no service levels at all promised, guaranteed or otherwise implied by Broadcaster by virtue of him/her receiving a Tip from a Viewer. Instead, Tips are voluntary payments to Broadcasters in appreciation of his/her contributed content in whatever form, content, media, duration without any representation warranty or guarantee of any nature whatsoever. MiiTv Inc. does not endorse nor recommend nor has any control over, nor guarantees the existence, quality, safety or legality of any goods, services or performances advertised and/or streamed via the MiiTv Inc. Services; neither does MiiTv Inc. endorse, warrant, affirm or in any other way guarantee, the truth, quality or accuracy of a Broadcasters’ content or promotions.

While MiiTv Inc. may provide logistical and other types of technical support, such support is only a suggestion and it is solely up to the User to decide to follow it or not. Although MiiTv Inc. may facilitate the resolution of disputes, MiiTv Inc. does not claim that it has the ability to enforce any resolution or remedy on any party of a dispute; MiiTv Inc.’s actions in this manner are purely on a reasonable efforts basis.

3. Usage of the MiiTv Inc. Services

MiiTv Inc. is a private service, and the usage of the MiiTv Inc. Services is a privilege extended to the User at the sole and absolute discretion of MiiTv Inc.. In order to maintain a fun and safe environment, all MiiTv Inc. Users must be in compliance with MiiTv Inc.’s Community Guidelines this document may be found at mii.tv/terms and respectively. Failure to meet these standards may result in MiiTv Inc. limiting, restricting, suspending or cancelling your MiiTv Inc. Account (hereinafter an “Account”) and may also result in MiiTv Inc. indefinitely withholding any outstanding payments to you. If MiiTv Inc. believes that you are abusing the MiiTv Inc. Services in any way, we may, in our sole and absolute discretion and without limiting other remedies: limit, suspend, or terminate your Account(s) and your access to MiiTv Inc. Services; delay or remove hosted content; demote your Account(s) Status Level; remove and demote listings; and/or take any other technical and/or legal steps to prevent you from using MiiTv Inc. Services. MiiTv Inc. may cancel unconfirmed Accounts or Accounts that have been inactive for a long time, or modify or discontinue the MiiTv Inc. Services at any time, and from time to time, in our sole and unfettered discretion. Additionally, we reserve the right to refuse or terminate at any time, or from time to time, all or part of our MiiTv Inc. Services to anyone for any reason, or for no reason, at our sole and absolute discretion.

4. Broadcaster Regulatory Oversight

Broadcaster will promptly submit to and cooperate fully with any examination which may be required or requested by any of Regulatory Authority, MiiTv Inc., Issuer, Association or System, to the fullest extent required or requested by such Regulatory Authority, MiiTv Inc., Issuer, Association or System during normal business hours on a Business Day. Broadcaster will also provide to MiiTv Inc. a copy of any reports, documents and other information which may be required or requested by any Regulatory Authority, MiiTv Inc., Issuer, Association or System in connection with its audit or review of MiiTv Inc., Issuer or any MiiTv Inc. Platform Program and will reasonably cooperate with MiiTv Inc., such Regulatory Authority, Issuer, Association, or System in connection with any audit or review of MiiTv Inc. or Issuer.

5. Broadcaster Compliance with Rules and Laws

Broadcaster will at all times during the Term of this User Agreement remain abreast of and knowledgeable about the MiiTv Inc. Broadcaster Requirements and Rules and Requirements of Law relating to the MiiTv Inc. Services; and, Broadcaster will remain at all times in compliance with the Rules and Requirements of Law and MiiTv Inc. Broadcaster Requirements relating to the MiiTv Inc. Platform Program and the MiiTv Inc. Platform, including, without limitation, Rules and Requirements of Law relating to discrimination, anti-money laundering, United States based unlicensed online gambling, anti-terrorism and “Know Your Client”. Broadcaster will undertake reasonable efforts to: (i) ensure that Broadcaster Associates remain abreast of and knowledgeable about the Rules and Requirements of Law relating to the applicable Mobile MiiTv Inc. Platform Programs, including Rules and Requirements of Law relating to anti-money laundering, anti-terrorism and “Know Your Client”; (ii) ensure that Broadcaster Associates remain at all times in compliance with the Rules and Requirements of Law; and (iii) ensure that Broadcaster Associates adhere to MiiTv Inc.’s written guidance concerning compliance with the Rules and Requirements of Law. Broadcaster and Broadcaster Associates will be permitted a reasonable period of time to adjust its processes and procedures to comply with any changes in the Rules and Requirements of Law or guidance from MiiTv Inc.’s, provided such reasonable period of time may not extend past any effective dates established by the Rules and Requirements of Laws. Broadcaster and MiiTv Inc. will initiate a regular discussion to apprise each other of recent developments in the areas referenced in this paragraph for the purposes of providing Broadcaster and Broadcaster Associates time to adjust their best practices to comply with any changes to any Rules and Requirements of Law, but failure to initiate such discussion does not limit or restrict Broadcaster or Broadcaster Associates’ obligations to comply with the Rules and Requirements of Laws.

6. MiiTv Inc. Broadcaster Requirements

MiiTv Inc. strives to create a safe, respectful and trustworthy service for all of its Users. As such MiiTv Inc. is entirely dependent on Broadcasters to use the MiiTv Inc. Services in an honest and responsible manner which is at all times in full compliance with the Rules and Requirements of Law, the MiiTv Inc. Community Guidelines, the MiiTv Inc. Terms of Service and the MiiTv Inc. Broadcaster guidelines as outlined in this Agreement.

In relation to the use of the Service, Broadcasters are obliged to make full and true disclosure as to their products, services and or performances that are made available to Users through the MiiTv Inc. Service. All broadcasts using the MiiTv Inc. Services or Platform must meet the minimum broadcast length, quality and content standards advertised to Viewers by the Broadcaster at the time of broadcast. If MiiTv Inc. believes that you are making false claims to Viewers or not providing a stream of the promised length or content or if you are otherwise abusing the MiiTv Inc. Services in any way, we may, in our sole and absolute discretion and without limiting other remedies: withhold all payments to you indefinitely, refund money to Viewers at your expense, provide users with an eWallet credit for the amount equaling the disputed charge at your expense, limit, suspend, or terminate your Account(s) and your access to MiiTv Inc. Services; delay or remove hosted content; demote your Account(s) Status Level; remove and demote listings; and/or take any other technical and/or legal steps to prevent you from using MiiTv Inc.

**Services.**

As a general right, MiiTv Inc. may cancel unconfirmed Accounts or Accounts that have been inactive for a long time, or modify or discontinue the MiiTv Inc. Services at any time, and from time to time, in our sole and unfettered discretion, without notice to the User. Additionally, MiiTv Inc. reserves the right to refuse or terminate at any time, or from time to time, all or part of our MiiTv Inc. Services to anyone for any reason, or for no reason, at our sole and absolute discretion, without notice.

MiiTv Inc. being the parent company of MiiTv, reserves the right to recategorize, delete, and otherwise manage content posted by users in public and/or private streams on the MiiTv Service. MiiTv Inc., in its sole discretion, will determine the appropriateness of any given post on any of its services.

Users will not promote any sites or services that are not MiiTv Inc. Services without the express written permission of MiiTv Inc. Promoting other sites and/or services may result in banishment from all or any MiiTv Inc.’s Services and/or deletion of your user account and/or the forfeiture of any funds in the offending Users’ wallet account.

7. Content

MiiTv Inc. does not want to receive your confidential or proprietary information through our website or Platform. Please note that any information or material sent to MiiTv Inc. will be deemed NOT to be confidential.

When sending information or providing MiiTv Inc. with content or causing content to be posted using the MiiTv Inc. Services, you grant MiiTv Inc. a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right to exercise any and all copyright, publicity, trademark, and database rights and other intellectual property rights you have in the content, in any media known now or developed in the future. Additionally, by sending information or providing MiiTv Inc. with content or causing content to be posted using the MiiTv Inc. Services, you grant MiiTv Inc. an unrestricted, irrevocable license to copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, and otherwise freely use, that content or information. You agree that MiiTv Inc. is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose. Further, to the fullest extent permitted under applicable law, you waive your moral rights and promise not to assert such rights or any other intellectual property or publicity rights against MiiTv Inc., its sublicensees, affiliates or our assignees.

You represent and warrant that none of the following infringe’ any rights mentioned in the preceding paragraph: your posting of content to our site(s) or mobile apps; your causing content to be posted using the MiiTv Inc. Services, and use of any such content (including but not limited to works derived from it by us, our Users, or others in contract with us that is done in connection with the Services and in compliance with this MiiTv Inc. User Agreement.

MiiTv Inc. will not release your name or otherwise publicize the fact that you submitted materials or other information to us unless: (a) we obtain your permission to use your name; or (b) we first notify you that the materials or other information you submit to MiiTv Inc. will be published or otherwise used with your name on it; or (c) we are required to do so by law.

8. User Content

By posting, uploading or live streaming information or content through MiiTv Inc. Services, Users warrant and represent that (a) they are the copyright owner of such content, or that the copyright owner has granted permission to use the content consistent with the manner and purpose of the User’s use, (b) the User has the rights necessary to grant the rights noted in Section 7 “Content” to MiiTv Inc., and (c) that each person depicted in such content, if any, has provided consent to the use of images, including without limitation, the distribution, public display and reproduction of the images. You represent and warrant that for the Term of this User Agreement you have all the rights necessary for the content that is posted, uploaded or live streamed on or through the MiiTv Inc. Services and that the collection, use, and retention of the content will not violate any law or rights of others.

9. Consent to Use of Data

You agree that MiiTv Inc. may collect and use technical data and related information, including but not limited to technical information about devices on which you access and/or use MiiTv Inc. Services or Platform, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you, if any, related to MiiTv Inc. Services or Platform. MiiTv Inc. may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

10. Notice for Claims of Intellectual Property Violations and Copyright Infringement Pursuant to Section 512(c) of Title 17 of the United States Code

We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act. MiiTv Inc. works to ensure that content on our site(s) does not infringe upon the copyright, trademark, or other intellectual property rights of third parties. If you believe that your intellectual property rights have been infringed, please notify our customer service team at IPCS@mii.tv

11. Prohibited Activities

By acceptance of this User Agreement, you covenant and agree that you will not Broadcast and/or upload content that is in violation of MiiTv Inc. Community Guidelines. MiiTv Inc. Community Guidelines can be found at mii.tv/community-guidelines. If there is any disagreement as to whether content violates MiiTv Inc. Community Guidelines, MiiTv Inc. will make such determination in its sole and absolute discretion, such determination to be final and binding upon the User or Broadcaster. Prohibited Activities include, but are not limited to:

12. Child Safety and Protection Policy

At MiiTv Inc., we are committed to maintaining a safe and secure environment for all users, including ensuring the protection of minors. Our platform operates in compliance with applicable laws and guidelines, including Google Play’s Child Safety Standards and COPPA (Children’s Online Privacy Protection Act), to safeguard minors against harmful content and experiences. Below are the measures we take to prioritize child safety:

The platform is not intended for use by individuals under the age of 13. Users between the ages of 13 and 17 may access limited features, subject to parental or guardian supervision and consent.

Broadcasting, uploading content, and certain platform functionalities are restricted to users aged 18 or older or those who have reached the legal age of majority in their jurisdiction.

We employ age verification processes to ensure that only eligible users can access certain features and content, including streaming and adult-rated material. Users found misrepresenting their age will be suspended or removed from the platform.

We utilize automated systems and manual reviews to monitor user-generated content to ensure compliance with child safety standards. Content containing explicit, harmful, or exploitative material is strictly prohibited and promptly removed upon detection.

Users are prohibited from uploading, streaming, or sharing content that exploits or endangers minors in any way. Violators will face immediate account termination and may be reported to the relevant authorities.

MiiTv Inc. does not knowingly collect or store personally identifiable information from children under the age of 13. For users aged 13–17, we limit data collection to what is necessary for platform functionality and in compliance with applicable privacy laws.

Parents or guardians may request the deletion of their child’s information at any time by contacting our support team at support@mii.tv.

We provide tools for parents and guardians to monitor and manage their child’s activity on the platform, ensuring appropriate usage.

Users can report inappropriate or harmful content, and our team will act promptly to investigate and address such reports.

We do not serve personalized or targeted advertisements to minors or collect sensitive data for advertising purposes.

MiiTv remains dedicated to creating a secure and enjoyable experience for all users. If you encounter any content or behavior that violates these policies, please report it to our support team immediately at support@mii.tv. Together, we can maintain a safe environment for our community.

13. Fees

MiiTv Inc. charges Fees for the use of MiiTv Inc. Services. These Fees may include but are not limited to: Platform fees, payment processing fees, foreign exchange fees, Account re-instatement fees, settlement fees, Account inactivity fees, advertising fees, chargeback fees, rolling reserves and other fees. A schedule of MiiTv Inc. Fees may be found at mii.tv/fees. Fees may be charged to you or your Broadcasters or Viewers. Fees may vary depending on your Status Level. Inactivity fees may be charged after 6 months of inactivity, inactivity being defined and neither make purchases or contributing paid content on any MiiTv Inc. web sites or services such as mii.tv. MiiTv Inc. may alter Fees from time to time and will make you aware of any changes to fees by posting the changes on the MiiTv Inc. website 14 days in advance, but with no advance notice required for temporary promotions or any changes that result in the reduction of Fees. You must be the greater of eighteen (18) years of age or the age of majority in the jurisdiction from where you are Broadcasting or uploading content to MiiTv Inc. and have a payment method on file in order to send or receive Tips and/or purchase goods or services using MiiTv Inc. Services. You agree to have all Fees and applicable taxes associated with the use of the MiiTv Inc. Services debited from your MiiTv Inc. Wallet Account by MiiTv Inc. or any contracted third party payment processing provider contracted by MiiTv Inc. to perform payment processing services on behalf of MiiTv Inc., prior to withdrawing any funds. If your payment method fails or your Account is past due, we may collect Fees owed by charging other payment methods on file with us, retaining collection agencies and legal counsel, and, in addition, you will be subject to Late Fees. MiiTv, or the collection agencies we retain, may also report information about your Account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your Account may be reflected in your credit report. If you wish to dispute the information MiiTv Inc. reported to a credit bureau (i.e., Experian, Equifax or TransUnion) please contact us at MiiTv Inc., 85 W Combs Rd. STE 101-109, San Tan Valley Arizona, 85140-9106, USA. If you wish to dispute the information a collection agency reported to a credit bureau regarding you MiiTv Inc. Account, you must contact the collection agency directly.

14. Withdrawals and Settlement of Broadcaster Funds

As a Broadcaster you may earn money in the form of Tips, payments, incentives or by some other lawful means. These funds reside in your MiiTv Inc. Wallet and you may withdraw all available funds after the expiration of the Hold Time, minus all applicable Fees and taxes. If you live in North America (Canada or the United States) you may withdraw funds by using any of following options; (1) via your MiiTv Inc. Wallet, (2) by transferring the funds to your bank account (only available in Canada), (3) by transferring funds to a MiiTv-issued pre-paid payment credit card, (4) or any withdrawal options currently available from the MiiTv Inc. Wallet. If you live outside Canada or the United states you can withdraw funds via bank wire or you may have a paper cheque mailed to you. Note not all settlement options are available in all countries; to see a full list of settlement options by country or to learn how to settle your funds, go to mii.tv/fees.

15. MiiTv Referral Program

The MiiTv Referral Program (“Program”) enables eligible participants (“Referrers”) to earn commissions by referring new live streamers (“Referred Streamers”) to the MiiTv platform.

By participating in the Program, you agree to be bound by these Terms of Service (“Terms”).

15.1. Eligibility

To participate in the Program, you must:

MiiTv reserves the right to approve, reject, or revoke participation at its sole discretion.

15.2. Qualified Referrals

A referral is considered “Qualified” if:

MiiTv reserves the right to determine qualification status.

15.3. Commission Structure

Referrers are eligible to earn:

“Platform Fees” refers to net revenue excluding taxes, chargebacks, refunds, payment processing fees, and third-party commissions.

15.4. Commission Term

15.5. Payment Terms

MiiTv may withhold payments for suspected fraud or violations.

15.6. Restrictions

Referrers may NOT:

15.7. Relationship

Referrers are independent contractors. No partnership or employment relationship is created.

15.8. Modification and Termination

MiiTv may modify these Terms or terminate participation at any time.

15.9. Fraud

MiiTv may audit, reverse commissions, or suspend accounts for fraud.

15.10. Limitation of Liability

Liability is limited to total commissions paid.

15.11. Indemnification

Referrers agree to indemnify MiiTv against claims arising from participation.

15.12. Governing Law

These Terms are governed by the laws of Ontario, Canada.

15.13. Miscellaneous

These Terms constitute the full agreement. Invalid provisions do not affect the remainder.

16. Holdbacks and Rolling Reserves

In order to protect against financial losses due to chargebacks, returns and potential fraud, MiiTv Inc. may keep a rolling reserve against Broadcasters fund settlements for up to six months. The rolling reserve averages 10% of Earned Funds before chargebacks, returns and other fees. Broadcasters with an established track record may be subject to lower or no holdbacks at all. The remainder of Earned Funds will be made available to you for withdrawal after a holding period of approximately three to five days. MiiTv Inc. may change holdback and rolling reserve percentages and time periods from time to time and will notify you 14 days in advance by posting the changes to MiiTv Inc.’s website. MiiTv Inc. reserves the right to freeze, withhold and otherwise retain Broadcaster funds if MiiTv Inc. has reasonable suspicion of criminal activity by or on behalf of the Broadcaster or any of the Broadcaster’s customers. For a discussion on the operation of holdbacks see mii.tv/fees.

17. Transaction Limits

MiiTv Inc. may in its sole discretion, or at the request of any Issuer or any Association, impose limits or restrictions on the amount or number of purchases that may be charged to a Broadcaster’s MiiTv Inc. Account during any time period, or refuse to process charges from any MiiTv Inc. Account or to any MiiTv Inc. Account holder with a prior history of questionable charges. MiiTv Inc. may impose transaction limits or refuse any transaction request of a Customer either temporarily or permanently including limits that are more restrictive than limits placed on Customers by an Issuer or Association in order to reduce MiiTv Inc.’s reasonable apprehension of risk of loss under varying circumstances. MiiTv Inc. is in no way responsible for any losses sustained by you, including claims for lost profits or consequential, special or material damages, on account of the imposition of transaction limits or restrictions or for any other reason whatsoever.

18. Account Claims and Disputes

If a Customer makes a claim against unpaid Broadcaster Funds, MiiTv Inc. may, in its sole discretion, (a) withhold all or part of the unpaid Broadcaster Funds until the dispute is resolved to MiiTv Inc.’s satisfaction; or (b) pay the disputed Broadcaster Funds to any court of law until the matter is resolved. You hereby covenant and agree that you shall immediately advise MiiTv Inc. of (i) any error in the processing of any Broadcaster Funds whether positively or negatively impacting MiiTv, you or a Customer, or (ii) the discovery of any illegal or fraudulent transaction by you, or by any of your Customers.

19. Advertising Requirements

When listing an Advertisement, you agree to comply with MiiTv Inc. Advertising Policies, found at mii.tv/privacy-policy and that:

20. Call Recording and Contact Authorization

You agree that MiiTv Inc. may contact you using in-app messaging, autodialed calls, emails and text messages, or any other electronic or telephonic method or media at any telephone number or contact address that you have provided MiiTv, to: (i) provide customer service; (ii) resolve disputes; (iii) collect a debt; (iv) investigate fraud or any other potentially illegal activity; or (v) to enforce any other provision of this User Agreement, MiiTv Inc. Policies, applicable law, or any other agreement MiiTv Inc. may have with you. As described in our Privacy Policy you may change your communications options at any time by going to www.mii.tv/myaccount.

MiiTv Inc. may share your telephone number with its authorized service providers as stated in our Privacy Policy. These service providers may contact you using autodialed or calls, email and text messages or by the means described above, only as authorized by MiiTv Inc. and to carry out the purposes we have identified in this User Agreement.

MiiTv Inc. may, without further notice or warning and in its sole discretion, monitor or record telephone conversations or live stream Broadcasts that you or anyone acting on your behalf has with MiiTv Inc. or its agents for: quality control; security; and training purposes; or for MiiTv Inc.’s own protection and for the protection of others; or to ensure compliance with this User Agreement and applicable law.

21. Indemnity and Release

You hereby covenant and agree to indemnify, defend, release and hold harmless MiiTv Inc. and our affiliates and subsidiaries, and MiiTv Inc.’s and its affiliates and subsidiaries’ respective officers, directors, employees, agents, and shareholders from claims, demands and damages, actual and consequential, and all fines, penalties, losses and expenses (including legal fees on a solicitor and client basis), or other liabilities resulting from or in connection with your use of the MiiTv Inc. Services or that arise from a breach of any of the terms and conditions of this User Agreement. If having a dispute with one or more Users, you release MiiTv Inc. from claims of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In agreeing to this release you expressly waive any protections, whether statutory or otherwise, that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.

22. Legal Disputes

You and MiiTv Inc. agree that any claim or dispute in law or equity that arises from or may arise from this or any previous versions of the MiiTv Inc. User Agreement, or from your use of, or access to the MiiTv Inc. Services, or any products or services sold or purchased through the MiiTv Inc. Services, will be resolved in accordance with the provisions set forth in this Legal Disputes Section.

22.1 Prohibition of Class Action and Representative Action and all Non-Individualized Relief

YOU AND MiiTv Inc. AGREE THAT EITHER PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING WITHOUT THE MUTUAL CONSENT OF BOTH YOU AND MIITV. THE ARBITRATOR OR JUDGE, AS THE CASE MAY BE, MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS ACTION, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR OR JUDGE MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS. The invalidity or unenforceability of any provision of this section “Prohibition of Class Action and Representative Action and all Non-Individualized Relief”, as so determined by a court of competent jurisdiction, shall not affect the other provisions hereof, and in any such occasion this section shall be construed in all respects as if such invalid or unenforceable provision were omitted.

23. Survival of Claims

It is agreed that any claim arising out of or related to this MiiTv Inc. User Agreement will not be brought later than two (2) years after the cause of action became known or should have become known to the complainant.

24. Invalid or Non enforceable Provisions

The invalidity or unenforceability of any provision of this MiiTv Inc. User Agreement, as so determined by a court of competent jurisdiction, shall not affect the other provisions hereof, and in any such occasion, this MiiTv Inc. User Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

25. Choice of Law/Venue

This MiiTv Inc. User Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario, and the laws of Canada applicable therein, and without regard to its conflicts of law rules. You hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario. The venue for any action, dispute or proceeding with respect to this MiiTv Inc. User Agreement shall be Toronto, Ontario, except in the case of any action, dispute, or proceeding relating to an indemnification obligation hereunder, which action, dispute, or proceeding may be brought before any court with competent jurisdiction.

26. Amendments and Modifications

We may amend this MiiTv Inc. User Agreement at any time by posting the amended terms on mii.tv. Our right to amend the MiiTv Inc. User Agreement includes the right to modify, add, or remove terms in the MiiTv Inc. User Agreement. We will provide you 30 days’ notice by posting the amended terms on MiiTv Inc.’s website. Additionally, we may notify you by text message, autodialed call or by email. Your continued access or use of MiiTv Inc. Services constitutes your acceptance of the amended terms as and when posted from time to time. We may, but have no obligation to, also ask you to acknowledge your acceptance of the MiiTv Inc. User Agreement through an electronic click-through. This MiiTv Inc. User Agreement may not otherwise be amended except through mutual agreement by you and a MiiTv Inc. representative who is duly authorized to agree to such an amendment.

The MiiTv Inc. Policies posted on our sites may be changed from time to time. Changes take effect when we post them on the MiiTv Inc. service website, www.mii.tv.

27. Acting on Behalf of a Business

If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this MiiTv Inc. User Agreement. Such account is owned and controlled by the business entity and MiiTv Inc. can rely upon the foregoing sentence in respect of any instructions in respect of the business entity.

28. No Partnership

You and MiiTv Inc. do not intend to create, and have not created, a legal partnership or joint venture by agreeing to perform the activities set forth in this MiiTv Inc. User Agreement. Each of you and MiiTv Inc. shall be an independent contractor with respect to the other. Neither you nor MiiTv Inc. shall have the legal authority to contractually bind the other. Notwithstanding the foregoing, in the event that you and MiiTv Inc. hereto agree to create a legal partnership or joint venture in the future with respect to the provision of the MiiTv Inc. Services as set forth herein, such agreement shall be a separate and distinct agreement in writing. The arrangement between you and MiiTv Inc. hereto is non-exclusive and this MiiTv Inc. User Agreement does not grant to you any exclusive rights relative to all, or any part of, the MiiTv Inc. Service.

29. Survival of Obligations

The rights and obligations of the parties hereunder which by their nature would continue beyond the termination or cancellation of this MiiTv Inc. User Agreement (including, without limitation, those relating to the following sections; Fees, Content, Limitation of Liability, Indemnity and Release, and Legal Disputes) shall survive any termination or cancellation of this MiiTv Inc. User Agreement.

30. MiiTv Inc. Services and Marks

You shall not: (i) attempt to modify MiiTv Inc.’s marks, trademarks, trade names, or any MiiTv Inc. Services in any manner; or (ii) sell, assign, license, sub-license or otherwise transfer, transmit or convey MiiTv Inc. Services, any part thereof, or any copies or modifications thereof, or any interest therein, to any party. All rights in the MiiTv Inc. Platform and MiiTv Inc. Services, including without limitation any patents, trademarks, trade names, copyrights and any other intellectual property rights therein and all improvements thereto howsoever arising, shall remain the exclusive property of MiiTv Inc. and/or MiiTv Inc.’s licensors. You agree that the MiiTv Inc. Services are the proprietary and confidential information of MiiTv Inc. and/or its licensors. The limited license to use the MiiTv Inc. Services in compliance with this User Agreement, or any part thereof as applicable, shall immediately terminate upon the earlier of: (i) termination or expiration of this MiiTv Inc. User Agreement; or (ii) failure by you to comply with any provisions of this User Agreement.

31. No Warranty

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE MiiTv Inc. SERVICE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MiiTv Inc. SERVICE PERFORMED OR PROVIDED BY MiiTv Inc. ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND MiiTv Inc. HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE MiiTv Inc. SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OR SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, OF NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS, AND OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. MiiTv Inc. DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF MiiTv Inc. SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR MiiTv Inc. SERVICES PERFORMED OR PROVIDED BY MiiTv Inc. WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF MiiTv Inc. SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE MiiTv Inc. SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, OR SERVICES FROM MiiTv Inc. SERVICES OR PLATFORM, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MiiTv Inc. OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD MiiTv Inc. SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

32. Limitations of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL MiiTv Inc. BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE MiiTv Inc. SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF MiiTv Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall MiiTv Inc.’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

33. Limitation of Liability for Content

You understand that by using MiiTv Inc. Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language or displays of nudity, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, Users agree to use MiiTv Inc. Services at their sole risk and that MiiTv Inc. shall not have any liability for content that may be found to be offensive, indecent, or objectionable. MiiTv Inc. does not control or endorse the content, messages or information displayed on the MiiTv Inc. Services and, therefore, MiiTv Inc. specifically disclaims any liability with regard to the use of the MiiTv Inc. Services and any actions resulting from your participation in any MiiTv Inc. Service.

Broadcasters and Users, in uploading or live streaming content through MiiTv Inc. Services or Platform, acknowledge they alone are liable for the information or content they upload or live stream on MiiTv Inc. Services or Platform. In no event shall MiiTv Inc. be liable for content or information posted, uploaded, or live streamed on MiiTv Inc. Services by a Broadcaster and/or User. Broadcasters and Users agree to indemnify MiiTv, its affiliates and subsidiaries, and all other parties named in Section 19 “Indemnity and Release” for all claims brought against MiiTv Inc. on account of content posted, uploaded or live streamed that violates laws, whether inside or outside of Canada.

34. Third Party Materials

In accessing and using the MiiTv Inc. Services, Users may be exposed to content, data, information, applications or materials from third parties or provided links to certain third party websites. By using MiiTv Inc. Services, Users acknowledge and agree that MiiTv Inc. is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such third party materials or websites. MiiTv Inc. does not warrant or endorse and does not assume and will not have any liability or responsibility for any third party materials, products or services. MiiTv Inc. is not a party to or responsible for any transactions you may enter into with third parties, even if you learn of such parties or use a link to such parties from the MiiTv Inc. Services or Platform.

35. Headings

The headings, captions and titles used in this MiiTv Inc. User Agreement are for convenience of reference only and shall not have any bearing in interpreting, construing, performing or enforcing this MiiTv Inc. User Agreement.

36. Notices

Any notice, approval, request, authorization, direction or other communication under this MiiTv Inc. User Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date, if delivered personally to the party to whom the same is directed; (b) two business days after deposit with a commercial overnight carrier, with written verification receipt; or (c) five (5) days after the mailing date, whether or not actually received, if sent by registered mail, return requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available to the address of the Party to whom same is directed as set forth at the beginning of this MiiTv Inc. User Agreement. All such communications will be directed to the attention of the Authorized Agent in the case of you and Customer Service in the case of MiiTv.

37. Transfer and Assignment

You may not sell, assign or transfer any of your rights or obligations under this MiiTv Inc. User Agreement without the prior written consent of MiiTv Inc. (which consent may be arbitrarily withheld or conditional).

December 2020 Addendum

Use of Service

Broadcasters soliciting payment from viewers off of the MiiTv platform or promoting competitive services platforms or apps may have their accounts deleted and forfeit up to $500 of their earning to the Company as a penalty.

Viewers wishing to use messaging services in the MiiTv Platform will be required to make a minimum monthly purchase of a minimum of $25.00 USD. The Company reserves the right to change the pricing for the use of its MiiTv Platform from time to time without notice to Users.

Broadcasters wishing to use messaging services in the MiiTv Platform will be required to earn a minimum of a gross amount of $100.00 USD in Tips per month on the MiiTv Platform. The Company reserves the right to change the pricing for the use of its MiiTv Platform from time to time without notice to Users.