ENVOY MEDIA TERMS OF USE AGREEMENT

(Last updated February 12, 2026)

1. Introduction

Envoy Media Co, Inc. and/or its affiliates and subsidiaries (collectively, "Envoy Media" or "we" or "us") are pleased to provide you with certain websites, software, applications, products, and services in any format or media channel, now known or conceived in the future ("Services"), which provide access to programming, including television programs, movies, clips, promotional material, and other content (collectively, the "Content," together with the Services, the "Products"). References to the Products also include any element of the Products.

PLEASE READ THESE TERMS AND ANY SPECIFIC AND/OR SUPPLEMENTARY TERMS (COLLECTIVELY, THE "AGREEMENT") CAREFULLY BEFORE USING THE PRODUCTS. THIS AGREEMENT GOVERNS THE USE OF THE PRODUCTS IN GENERAL. BY USING THE PRODUCTS, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THESE TERMS AND ANY SPECIFIC AND/OR SUPPLEMENTARY TERMS.

THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES AND WAIVES ANY USE OF CLASS ACTIONS AND JURY TRIALS. FOR MORE INFORMATION, SEE SECTION 18 ON DISPUTE RESOLUTION.

2. Binding Contract between You and Us

This Agreement is a binding contract between you and Envoy Media Co, Inc., located at 2410 Gateway Dr., Irving, Texas 75063, effective as of the date of the last update (the "Effective Date") indicated above or as detailed below in Section 2(b). You represent to Envoy Media that you have read, understood, and expressly agree to be bound by this Agreement and the terms, conditions, and notices contained or referenced herein, whether you have created an account (and agree to this Agreement at the time of creating such account) or are merely browsing, using, or accessing a Product offered directly by Envoy Media or through a third party.

This Agreement incorporates any additional terms and conditions posted by Envoy Media through the Products or otherwise made available to you by Envoy Media. Envoy Media employees and representatives are not authorized to modify this Agreement, either verbally or in writing, and any alleged modifications will be deemed null and void. If you do not agree to the terms of this Agreement, your sole recourse is to refrain from using our Products, and we reserve the right to terminate your account.

a) By using the Products, you affirm that you are at least 13 years old. If you are between 13 and 17 years of age (or under the age of majority in your territory), you represent that your parent or legal guardian has reviewed and agreed to this Agreement on your behalf and consents to your use of the Products. Your parent or legal guardian is responsible for your use of the Products and agrees to be bound by this Agreement with respect to such use. If you are at least 18 years old (or the age of majority in your territory), you affirm that you have the legal capacity to enter into this Agreement. The Products are not intended for, and may not be used by, children under 13 years of age. If Envoy Media learns that a child under 13 is using the Products, Envoy Media will terminate that child's access and delete any associated account and personal information.

b) We may change this Agreement from time to time and will notify you of changes by any reasonable means, including posting a revised Agreement through the Products, by email, or by regular mail. Changes to this Agreement will be effective immediately or, if required by law or regulation applicable to Envoy Media, 30 days after we notify you. Please note that the latest version of the Agreement will supersede all previously published versions of the Agreement, which will be available on the applicable websites/applications for your review. The "Last Updated" date indicates when this Agreement was last modified. Your use of the Products after any changes to this Agreement will constitute your acceptance of those changes.

c) Subject to the regulations or laws applicable to Envoy Media, we may assign, transfer, and license all or any of our rights under this Agreement to any affiliated company or any entity that succeeds to all or substantially all of our businesses or assets related to the applicable Product.

d) We may, at any time and without liability, modify or discontinue all or part of the Products (including access to the Products through third-party platforms and/or Compatible Devices), without prior notice or liability to you. We may also charge, modify, or waive any fees required to use the Products, including for specific features and/or functionalities.

e) If you access or download the Products through any third-party app store, platform, or access point where our Products are available (each, a "Third-Party Platform Provider"), including, for example, Apple, Inc. and Google, Inc., such Third-Party Platform Providers are third-party beneficiaries of this Agreement. However, these third-party beneficiaries are not parties to this Agreement. Your access to the Products through any Third-Party Platform Provider's app store or platform is subject to the Terms of Use set forth in that Third-Party Platform Provider's terms of service.

f) You understand and agree that standard carrier charges may apply if you access the Products on a mobile device and that, depending on your phone service plan, your mobile carrier may impose data charges and/or other charges that will be your sole responsibility.

3. Granting of Rights

Envoy Media grants you a personal, non-exclusive, limited, non-transferable, non-commercial, and non-assignable right to use the Products and access the Services. Except as expressly stated herein, Envoy Media owns and retains all rights to the Products at all times, and its partners, licensors, and/or any related third parties do not grant or transfer to you any right or title in or to the Products. Any unauthorized use of the rights described above is strictly prohibited. Envoy Media reserves the right to block access to or refrain from providing the Products to the user at any time, as well as to take any legal action that Envoy Media deems necessary to safeguard its interests.

4. Restrictions on Rights

You must not, either directly or indirectly (for example, by using any device, software, website, web-based service or app, or other means):

a) Use the Products in violation of any applicable law or regulation or in any manner that harms Envoy Media or other users, including impacting the confidentiality, integrity or availability of any Envoy Media Product or information.

b) Remove, alter, circumvent, avoid, interfere with, or bypass any (i) copyright, trademark, or other proprietary notices included in the Products, (ii) content protection or access control measures, including digital rights management mechanisms or geofiltering mechanisms, (iii) advertising within the Products, or (iv) any other Content, feature, or functionality available or included in the Product.

c) Copy, record, download (unless expressly permitted by any Product functionality we make available to you), capture sequences, scrape, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell or exhibit, transmit, or retransmit the Content.

d) Unless otherwise permitted herein, incorporating the Content into, or transmitting or retransmitting the Content through, any hardware or software application, or making the Content available via online frames or links, or creating, recreating, distributing, or advertising an index of any portion of the Content.

e) Creating any derivative or based material from the Content, including montages, mash-ups and similar videos, wallpapers, desktop themes, greeting cards or merchandise, whether for profit or not. For clarity, the above restrictions apply to all Content, including text, graphics, designs, interfaces, logos, photographs, audio and video materials, and still images.

f) To publish, transmit, or make available through or in connection with the Products any material that is or may be (i) threatening, harassing, degrading, hateful, or intimidating, or otherwise disrespectful of the rights and dignity of others; (ii) defamatory, libelous, fraudulent, or otherwise aggravating; (iii) obscene, indecent, pornographic, or otherwise objectionable; (iv) protected by copyright, trademark, trade secret, right of publicity or privacy, or any other proprietary right, without the prior express written consent of the relevant owner; or (v) a virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is potentially harmful or invasive or intended to damage or hijack the operation of any hardware, software, or equipment, or to control its use (each, a "Virus").

g) Use the Products for any commercial purpose, including transmitting Content in a commercial establishment or using the Products to advertise or promote any product or service.

h) Use the Products for fraudulent or otherwise unlawful or illegal purposes, or that encourage any fraudulent activity, including identity theft, or encourage conduct that constitutes a crime or gives rise to civil liability.

i) Collect or gather information in violation of the Envoy Media Privacy Policy or otherwise collect or gather information about users of the Products.

j) Interfering with or disrupting the operation of the Products or the servers or networks used to make the Products available, including by hacking or defacing any part of the Products; or violating any requirements, procedures, or policies of such servers or networks.

k) Reverse engineer, decompile or disassemble any part of the Products, except where such restriction is expressly prohibited by applicable law.

l) Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, scrape, data mine, or otherwise gather or access the Products, (or any subtitles, descriptions or data associated with the Content) or reproduce or circumvent the navigational structure or presentation of the Products, without the prior express written consent of Envoy Media.

m) Use the Products (including subtitles, descriptions, or data associated with the Content) to build, contribute to, or train any machine learning or artificial intelligence model or system, or provide access to or otherwise make available any dataset containing or derived from the Products (or from subtitles, descriptions, or data associated with the Content) to any other person or entity.

n) To the extent the Service includes public forums, such as comment sections, community chat rooms, forums, and message boards, you may post content or comments ("Public Forums"), provided that you accept the following restrictions and acknowledgments:

(i) Your use of any Public Forum, including the content you post, is subject to this Agreement and the applicable Public Forum code of conduct, if any.

(ii) You have no expectation of privacy or confidentiality with respect to any user content or comments you post, even if you subsequently delete them. Envoy Media reserves the right to store, retain, or disclose such content in accordance with applicable laws and policies.

(iii) You are solely responsible for any information you disclose about yourself or others in a Public Forum. Envoy Media does not endorse, verify, or assume any responsibility for user-generated content. You agree that Envoy Media will not be liable, and you waive any claim against Envoy Media arising from the use or misuse of such information by other users.

(iv) The Public Forums are provided "as is" and "as available," without warranties of any kind, either express or implied. Envoy Media does not guarantee the accuracy, reliability, availability, or integrity of the content or comments posted by other users, nor the operation of the Public Forums.

(v) Envoy Media may employ automated systems, AI-based moderation, and human review to monitor the Public Forums and ensure compliance with this Agreement and any applicable code of conduct. Moderation actions, including the removal of posts or the restriction of access, may be taken without prior notice, and all enforcement measures are at the sole discretion of Envoy Media.

(vi) Envoy Media may restrict or withdraw your access to the Public Forums if you violate any applicable code of conduct. Access may be limited in the event of a violation of the applicable code of conduct, which provides detailed information about the types of violations that may affect your participation in the Public Forums, as well as the appeals process if you believe a sanction was applied in error.

(vii) Envoy Media may modify, suspend or discontinue any of the Public Forums in whole or in part at any time and without prior notice, and will not be liable for any modification, suspension or discontinuation of the Public Forums.

o) If the Services allow you to vote on certain Content ("Voting Feature"), you agree to the following restrictions and acknowledgments:

(i) You must not interfere with or manipulate any voting process, including the use of automated tools, coordinated vote manipulation, or other fraudulent behavior. Envoy Media may suspend or terminate your access to the Voting Feature if it suspects misuse.

(ii) The availability and functionality of the Voting Feature may vary depending on the Service level, geographic region, device, or other criteria determined by Envoy Media. The Voting Feature may be subject to additional rules, which will be disclosed at the time of voting and/or as set forth in this Agreement. These rules may include eligibility requirements, voting periods, vote limits, evaluation criteria, and prize conditions (if applicable). By participating in any voting activity, you agree to comply with these rules.

(iii) Envoy Media may modify, suspend, or discontinue the Voting Feature at any time without prior notice. The availability of the Voting Feature does not constitute a guarantee of its continuous operation.

5. Your Data

We describe how we collect and use your information in the Envoy Media Privacy Policy, located at https://www.envoytv.com/privacy-policy/. Users between 13 and 17 years of age (or under the age of majority in their territory) may register for an account only with the verifiable consent of a parent or legal guardian. Such parent or legal guardian must agree to this Agreement and the Envoy Media Privacy Policy on the minor's behalf and is responsible for the minor's use of the Products. Users under 13 years of age are not permitted to register for an account or use the Products. You represent and warrant that any information you provide in connection with the Products is and will remain accurate and complete, and that you will maintain and update such information as necessary. If you are a parent or guardian consenting on behalf of a minor, you further represent and warrant that you have the legal authority to bind the minor to this Agreement.

6. Additional Terms for Minor Users (Ages 13–17)

The following additional terms apply to users between 13 and 17 years of age (each, a "Minor User"):

(a) Parental Consent Required. A Minor User may only create an account and use the Products with the verifiable consent of a parent or legal guardian ("Authorizing Parent"). Envoy Media may require verification of parental consent through reasonable methods, which may include email confirmation, a signed consent form, payment card verification, knowledge-based authentication, photo ID verification, text-plus verification, or other mechanisms as determined by Envoy Media from time to time. The Authorizing Parent agrees to supervise the Minor User's use of the Products and accepts full responsibility for the Minor User's compliance with this Agreement. In addition, Envoy Media will obtain separate verifiable parental consent before disclosing Minor Users' personal information to third parties

(b) Parental Rights. The Authorizing Parent may at any time: (i) review the Minor User's account information and personal data collected by Envoy Media; (ii) request deletion of the Minor User's personal information; (iii) revoke consent and request that Envoy Media cease collecting, using, or disclosing the Minor User's personal information; and (iv) terminate the Minor User's account. To exercise any of these rights, the Authorizing Parent may contact Envoy Media at the address or email provided in Section 20. Revocation of consent will result in the termination of the Minor User's account and access to the Products.

(c) Restricted Features. Envoy Media may, in its sole discretion, restrict or limit certain features, Content, or functionalities of the Products for Minor Users, including but not limited to: access to certain Content rated for mature audiences; participation in Public Forums or interactive features; the ability to make purchases or enter into transactions; and access to certain Third-Party Materials or advertising. Envoy Media reserves the right to modify such restrictions at any time without prior notice.

(d) Privacy Protections. The collection, use, and disclosure of personal information from Minor Users is subject to additional data security protections as described in the Envoy Media Privacy Policy. Envoy Media will collect only such personal information from Minor Users as is reasonably necessary for the Minor User's participation in the Products and will not condition a Minor User's participation on the disclosure of more personal information than is reasonably necessary.

(e) Dispute Resolution for Minor Users. Notwithstanding anything in Section 18, if a Minor User or the Authorizing Parent has a dispute arising out of the Minor User's use of the Products, the Authorizing Parent must initiate and participate in any dispute resolution proceedings on behalf of the Minor User. The arbitration agreement and class action waiver in Section 18 apply to the Authorizing Parent with respect to disputes relating to a Minor User's use of the Products, to the maximum extent permitted by applicable law.

(f) Indemnification by Authorizing Parent. The Authorizing Parent agrees to indemnify, defend, and hold harmless Envoy Media and its Affiliated Entities from and against any and all claims, damages, losses, costs, and expenses (including attorneys' fees) arising out of or relating to the Minor User's use of the Products or any breach of this Agreement by the Minor User.

7. Promotions

Envoy Media may from time to time implement different types of marketing actions or promotions (collectively, "Promotions") for the benefit of users, which will be subject to this Agreement or the specific terms and conditions of each Promotion. If you participate in any Promotion, please review the applicable rules, as well as this Agreement and our Privacy Policy or the applicable privacy notice. In the event that the rules of a Promotion conflict with this Agreement with respect to the Promotion, and only in that event, the rules of the Promotion will govern. If we offer you a Promotion, the specific terms of the Promotion will be disclosed during your registration or in other materials provided to you. Promotions are offered at our sole discretion, and we reserve the right to discontinue a Promotion at any time.

8. Content

a) You acknowledge that Content is inherently subjective, and that Products may include Content that you consider offensive, indecent, explicit, or objectionable. Content types, ratings, reviews, genres, categories, and descriptions, if any, are suggestions only to facilitate navigation. We do not guarantee that you will agree with these suggestions.

b) If you suffer from photosensitive epilepsy or other photosensitivities, please note that some Content may contain flashing lights or pattern sequences.

c) The Products are for informational, educational, and entertainment purposes only and are not intended to advise, instruct, or make recommendations regarding any particular topic, issue, material, problem, situation, or individual. Please note that no Content (e.g., legal, financial, or medical) should be considered advice. You acknowledge and agree that viewing the Content is at your own risk and release Envoy Media from all liability in this regard.

d) By using the Products, you acknowledge that you may be interacting with systems that operate wholly or partially using artificial intelligence technologies. These artificial intelligence systems may be used to optimize, personalize, or support your experience, and may include automated responses, recommendations, or other forms of system-generated content.

9. Third-Party Material; Third-Party Advertising

a) Certain Product features may facilitate access to, or enable the routing or transmission of third-party materials, such as information, links, pointers, advertisements, content, products, services, and other materials made available by third parties ("Third-Party Materials"). By using such features, you are instructing us to access, route, and transmit the applicable Third-Party Materials to you. When you follow a link to any Third-Party Material within the Products, you acknowledge and agree that (i) Envoy Media is not responsible for the acts, content, and/or products of third parties, or the operation of applications or devices, and that (ii) you have left the Products and are subject to the separate and independent terms and conditions (including separate privacy policies) of any other third-party website or destination. This Agreement does not govern your use of any other third-party website or destination.

b) Envoy Media makes no warranties with respect to such Third-Party Materials or advertising. Envoy Media does not guarantee the accuracy, validity, timeliness, completeness, quality, legality, usefulness, or safety of the Third-Party Materials, nor does it make any representations regarding intellectual property rights related to the product or service provided by advertisers through such Third-Party Materials. Furthermore, the availability of any Third-Party Material through the Products does not imply our endorsement of, or affiliation with, any provider of such Third-Party Materials.

c) Any dealings you have with third parties, such as advertisers, when using the Products, including participation in interactive advertisements, are between you and the third party.

d) Your use of Third-Party Materials is at your own risk and may be subject to additional terms, conditions, and policies applicable to such Third-Party Materials (such as the terms of service or privacy policies of the providers of such Third-Party Materials). Any claim or dispute arising from your use of any Third-Party Materials will be solely between you and the applicable third-party provider. You acknowledge and agree that Envoy Media will not be liable in any event for any act or omission of any third-party provider, or for any injury, loss, or damage you may incur as a result of your use of Third-Party Materials.

10. Envoy Media Property Rights

We and our suppliers/service providers own the Products, which are protected by intellectual property rights and laws. The Products, the Product logo(s), and any other trade names, trademarks, service marks, graphics, logos, scripts, and sounds of Envoy Media are registered trademarks and copyrighted works and may only be used with the prior written permission of Envoy Media. The user interfaces, including, but not limited to, their graphics, logos, titles, button icons, scripts, and service names, are registered trademarks of Envoy Media and/or their respective owners, and Envoy Media is duly licensed to use them. Other trademarks displayed in the user interfaces are the property of their respective owners, who may or may not be affiliated with Envoy Media. The user agrees to use the Content and Products solely and exclusively in accordance with this Agreement and to comply with applicable intellectual property laws. All Content, Products, and/or other materials provided by Envoy Media to access the Content are the exclusive property of Envoy Media and/or its respective licensors and are protected by applicable copyright and/or other applicable laws or international treaties. The user is expressly prohibited from reproducing and/or using, in whole or in part, by any means or in any way, the Content, Products, and/or information for purposes other than those expressly authorized in this Agreement, and their use for commercial or illegal purposes is expressly prohibited.

11. Comments

a) Envoy Media may use any comments, information, ideas, concepts, reviews, techniques, or other materials that you submit or otherwise make available to us in connection with the Products, including user ratings, reviews, or responses to questionnaires or through posted messages (collectively, "Comments"), worldwide and in perpetuity, without compensation or acknowledgment, for any purpose. Such use may include, without limitation, creating aggregate rankings, customizing interfaces and appearances, and developing, improving, marketing, and offering the Products and/or other products and services. You agree not to assert any "moral rights" in the Comments, to the extent permitted by applicable law.

b) Any opinions, advice, statements, services, offers, or other information contained in content expressed or provided by third parties through the Products are those of their respective authors or producers and do not reflect the opinions, advice, statements, services, offers, or other information of Envoy Media or its shareholders, directors, officers, employees, or licensors. In no event shall Envoy Media and its shareholders, directors, officers, employees, or licensors be liable for any loss or damage arising from reliance on information obtained through the Products. It is the user's responsibility to evaluate the information, opinions, advice, or other content available through the Products.

12. Unsolicited Material

Envoy Media does not accept unsolicited materials or ideas and is not responsible for the similarity of any of your content or programming to any material or idea transmitted to Envoy Media. If you submit any unsolicited materials or ideas, you do so with the understanding that you will not receive any remuneration or other form of payment. Furthermore, you waive any claim against Envoy Media and its affiliates in connection with the use of such materials and ideas, even if Envoy Media or its affiliates use any material or idea that closely resembles the material or idea you submitted. Envoy Media does not accept unsolicited materials or ideas and is not responsible for the similarity of any of your content or programming to any material or idea transmitted to Envoy Media.

13. Exclusion of Warranties

a) To the maximum extent permitted by applicable law: (i) the Products and any Third-Party Materials are provided to you "As Is," "Where Is," and "Where Available," without warranties of any kind, whether express, implied, or statutory; and (ii) Envoy Media disclaims all warranties with respect to the Products and any Third-Party Materials, including warranties of merchantability, fitness for a particular purpose, non-infringement, and title. All disclaimers of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of Envoy Media and its affiliates and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers, and service providers (collectively, the "Affiliated Entities"), and their respective successors and assigns.

b) Although we strive to maintain the timeliness, integrity, and security of the Products, we do not guarantee, represent, or warrant that the Products are or will be up-to-date, complete, accurate, or secure, or that access to the Products will be uninterrupted or error-free. The Products may contain inaccuracies or errors, and unauthorized alterations to the Products may be made by third parties.

14. Limitation of Legal Liability

To the maximum extent permitted by applicable law: (i) Envoy Media will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind, under any contract, tort (including negligence), strict liability, or other theory, including damages for loss of profits, use of data, loss of other intangibles, loss of security of Comments (including unauthorized interception by third parties of any Comment), even if advised in advance of the possibility of such damages or losses; (ii) without limiting the foregoing, Envoy Media will not be liable for damages of any kind resulting from your use of, or inability to use, the Services or any Third-Party Materials, including any Viruses that may be transmitted in connection therewith; (iii) Envoy Media shall not be subject to any injunctive or other judicial protection that restricts the availability of, or any person's ability to access, any part of the Products, and you acknowledge and agree that any harm you incur in connection with the Products or any act or omission by Envoy Media or any of the Affiliated Entities is not irreparable and is insufficient to entitle you to an injunctive or other judicial protection; (iv) your sole and exclusive remedy for dissatisfaction with the Products or any Third-Party Material is to cease using the Products; and (v) Envoy Media's maximum total liability for all damages, losses, and causes of action, whether in contract, tort (including negligence), or otherwise, shall be the equivalent of US$100.00, or the total amount, if any, paid by you to Envoy Media in the preceding twelve (12) months for the right to use the Products, whichever is less. All limitations of liability of any kind (including in this section and elsewhere in this Agreement) are made for the benefit of both Envoy Media and the Affiliated Entities, and their respective successors and assigns.

15. Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Envoy Media and its Affiliates (including our respective parent companies, subsidiaries, shareholders, directors, officers, employees, licensors, successors, and assigns (individually or collectively)) from and against all claims, causes of action, demands, suits, proceedings, judgments, orders, damages, liabilities, losses, costs, expenses, and fees (including attorneys' fees) arising out of or related to (a) your use (including any misuse) of, or activities related to, the Products (including all Comments); (b) any breach or alleged breach by you of this Agreement or any applicable law or regulation; and (c) any interaction or dispute between you and any other user (if any). Envoy Media reserves the right to assume the exclusive defense and control of any claim that may be subject to indemnification, and in such cases, you agree to cooperate with us in defending such claim.

16. Termination

This Agreement will remain in effect until terminated. Envoy Media may terminate or suspend your use of the Products at any time without notice, for any reason or no reason, including if Envoy Media believes that you have violated or acted inconsistently with this Agreement. Upon any termination or suspension, your right to use the Products will cease immediately, and Envoy Media may, without liability to you or any third party, immediately deactivate or delete your account, if any, and all associated materials, without any obligation to provide any further access to such materials. Sections 2, 5, 6, 10, 13-19, 21-26 will survive the expiration or termination of this Agreement.

17. Jurisdictional Issues

The Products are controlled and/or operated from the United States and are not intended to subject Envoy Media to any non-U.S. jurisdiction or law. The Products may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Products is at your own risk, and you must comply with all applicable laws, rules, and regulations when doing so. We may limit the availability of the Products at any time, in whole or in part, to any person, geographic area, or jurisdiction we choose (whether based on rights restrictions or otherwise).

18. Dispute Resolution

The terms of this dispute resolution section (the "Dispute Resolution Terms") apply to any and all disputes arising out of your use of the Products or any aspect of the relationship between you and Envoy Media (the "Parties"), including, without limitation, any and all claims based on contract, tort, statute, fraud, misrepresentation, or any other legal or equitable theory, as well as any dispute arising out of or relating to the interpretation or enforcement of this Agreement ("Claim(s)"), even if the actions or relationship giving rise to such disputes occurred before this version of the Agreement. These Dispute Resolution Terms do not apply to (i) any Claim relating to litigation or arbitration that you personally initiated prior to the Effective Date of this Agreement; (ii) individual claims filed in small claims court, provided that the Claim remains in such court and is brought solely in your individual capacity; and (iii) any dispute relating to the ownership or enforcement of intellectual property rights, including applications for injunctive or other equitable measures before a court of competent jurisdiction to prevent the infringement, misappropriation or violation, actual or imminent, of a Party's intellectual property rights.

a) Mandatory Pre-Trial Dispute Resolution Process. The Parties agree that, before initiating legal proceedings against each other, they will make a good faith effort to resolve any Claim, except Claims that can be resolved in a small claims court, by following the process set out below (the "Pre-Trial Dispute Resolution Process").

(i) The Claiming Party must notify the other party of the Claim by sending a written notice, including (a) the full name of the Claiming Party, (b) the Claiming Party's address, email address and telephone number, (c) a clear description of the Claim, and (d) a clear description of the specific remedy requested.

(ii) Notices to Envoy Media should be sent to: legal@envoytv.com. We will send notices to the contact information we have available for you.

(iii) Upon receipt of such notification, the Parties shall meet, in person or by telephone or videoconference, to attempt to resolve the Claim informally. If you are represented by counsel, your counsel may also participate in the conference, but you agree to participate fully. Similarly, if we are represented by counsel, our counsel may participate in the conference, but we agree that a company representative will participate fully. The statute of limitations shall be suspended while the Parties participate in the Pre-Dispute Resolution Process.

b) Commencement of Claims. If the Parties fail to resolve a Claim within sixty (60) days of receiving written notice pursuant to this provision, the claimant Party may proceed with the Claim as provided in this Agreement. The Parties agree that the Pre-Dispute Resolution Provision is a condition precedent that must be met before any Claim may be filed against the other Party. Failure to comply with the Pre-Dispute Resolution Provision will result in the dismissal of the Claim, and any Party filing a Claim without following the Pre-Dispute Resolution Provision shall pay the other Party's reasonable costs and fees.

c) To the extent permitted by law, any Claim must be filed within one (1) year after the events giving rise to the Claim occurred. If the Claim is not filed within one (1) year, the Party asserting the Claim will be permanently barred from pursuing such Claim.

d) Arbitration Agreement. The parties agree that all claims will be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") and conducted in accordance with the applicable AAA rules ("AAA Rules"), including the AAA Consumer Arbitration Rules, as modified by this Agreement. The AAA Rules are available online at www.adr.org. The arbitrator will conduct any hearings by teleconference or videoconference, rather than appearing in person, unless the arbitrator determines, at your or our request, that an in-person hearing is appropriate. Any in-person appearances will be held at a location reasonably convenient to both Parties, taking due consideration of their ability to travel and other relevant circumstances. If the Parties cannot agree on a location, that determination will be made by AAA or the arbitrator. The arbitrator's decision will conform to the terms of this Agreement and will be final and binding. The arbitrator will have the authority to grant temporary, provisional, or permanent injunctive relief or measures to provide for specific performance of this Agreement, but only to the extent necessary to provide the relief warranted by the individual Claim before the arbitrator. The award rendered by the arbitrator may be affirmed and enforced in any court of competent jurisdiction. The payment of filing, administration, and arbitration fees will be governed by the AAA Rules. If the arbitrator determines that any Claim brought by one party (including damages or other relief sought) was frivolous or brought in bad faith, the other party may seek reimbursement of all arbitration fees, attorneys' fees, and costs incurred in connection with the arbitration. Nothing in this Agreement shall prevent you from bringing the problems to the attention of federal, state, or local agencies, and, if permitted by law, they may seek redress against us on your behalf.

e) WAIVER OF CLASS ACTION. THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, MASS ACTION, REPRESENTATIVE LITIGATION, OR OTHER COLLECTIVE ACTION. NOTHING IN THIS AGREEMENT SHALL PREVENT THE PARTIES FROM SETTLING OR DISPOSING CLAIMS ON A COLLECTIVE, REPRESENTATIVE, OR CLASS BASIS.

f) JURY WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND ENVOY MEDIA WAIVE THE RIGHT TO A JURY TRIAL.

g) Each provision of this Section 18 applies to the maximum extent permitted by law.

19. Jurisdiction, Venue and Applicable Law

For any Claim permitted to be brought in court, or to enforce the terms of this Agreement, the Parties agree to the exclusive personal jurisdiction and venue of the federal or state courts located in Dallas, Texas, and the Parties irrevocably consent to the personal jurisdiction of such courts and agree that it is a convenient forum and that they will not seek to transfer such Claim to any other forum or jurisdiction under the doctrine of forum non conveniens or otherwise. The terms of this Agreement and the use of the Services are governed by the laws of the State of Texas, without regard to its conflict of law principles, and regardless of your location. However, any question as to whether a Claim is subject to the Arbitration Agreement shall be interpreted and enforced in accordance with the Federal Arbitration Act (FAA) set forth in Title 9 of the U.S.C. to the fullest extent permitted by law, without prejudice to any state law to the contrary.

20. Information or Complaints

If you have any questions or complaints about the Products, please email the appropriate Envoy Media customer service contact listed on the Product's website and/or app. Please note that email communications are not necessarily secure, so you should not include your credit card details or other sensitive information in your electronic correspondence with us. California residents may contact the California Department of Consumer Affairs' Division of Consumer Services Claims Assistance Unit by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by phone at (916) 445-1254 or (800) 952-5210.

21. Claim for Copyright Infringement

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides remedies for copyright holders who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Services infringe your copyright, you (or your agent) may send Envoy Media a written notification by mail or email, requesting that Envoy Media remove such material or block access to it. If you believe in good faith that someone has erroneously filed a copyright infringement notice against you, the DMCA permits you to send Envoy Media a counter-notification. Notices and counter-notifications must comply with the applicable statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notifications must be submitted in writing as follows:

By mail to:
Envoy Media Co, Inc.
2410 Gateway Dr.
Irving, Texas 75063
Attention: Legal Department

By email to:
legal@envoytv.com

We suggest you consult with your legal counsel before filing a DMCA notice or counter-notice.

22. International Trade Controls

You are responsible for compliance with all applicable U.S. export controls and any sanctions laws, including U.S. embargoes and restrictions on transactions with certain countries, governments, entities, and individuals. You represent, warrant, and agree that (a) you are not located in, nor a resident or national of, any country or region subject to a comprehensive U.S. government embargo or other applicable trade restrictions; (b) you have not been designated by the U.S. government as a "terrorist" and do not act on behalf of, or provide material support to, any person or organization so designated; and (c) is not listed on, controlled by, or owned by any party listed on any United States government restricted or denied party list, including lists administered by the United States Departments of the Treasury, Commerce, or State, or any other governmental entity with relevant jurisdiction. You agree not to export, re-export, or transfer, directly or indirectly, any of the Products or related software or services in violation of U.S. international trade control or sanctions laws or regulations.

23. Relationship of the Parties

This Agreement does not create, and shall not be construed as creating, any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Envoy Media.

24. Divisibility

If any provision of this Agreement is deemed illegal, void, or for any reason unenforceable, such provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of the remaining provisions. TO THE EXTENT APPLICABLE, NO PROVISION OF THIS AGREEMENT IS INTENDED TO LIMIT YOUR RIGHTS UNDER THE LAWS OF YOUR COUNTRY OF RESIDENCE OR DOMICILE. TO THE EXTENT THAT THERE IS ANY IRRECONCILABLE CONFLICT BETWEEN SUCH RIGHTS AND THE TERMS OF THIS AGREEMENT, SUCH RIGHTS SHALL PREVAIL IN ACCORDANCE WITH APPLICABLE LOCAL LAW.

25. Waiver

No waiver by either party of a breach or default under this Agreement shall be deemed a waiver of any prior or subsequent breach or default.

26. Interpretation

The headings, legends, or section titles contained herein are for informational purposes only and do not define or explain any section or provision. All terms defined in the singular shall have the same meaning when used in the plural, where applicable, unless otherwise specified. Any use of the term "including" or variations thereof in this Agreement shall be construed as if followed by the phrase "without limitation."