Philo Terms of Service

Terms of Service for Philo Users

Last Updated: 11/04/2019

PLEASE READ THESE TERMS OF SERVICE (AS AMENDED FROM TIME TO TIME) CAREFULLY BEFORE CREATING AN ACCOUNT (DEFINED BELOW) WITH OR USING THE SERVICES (DEFINED BELOW) FROM PHILO, INC.

BY USING, REGISTERING FOR, PURCHASING FROM OR SUBMITTING CONTENT TO THE SERVICES, OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THESE TERMS OF SERVICE, YOU AFFIRM THAT YOU ARE 18 OR OVER AND AGREE TO THESE TERMS OF SERVICE. IF YOU DO NOT WISH TO AGREE TO THESE TERMS OF SERVICE, YOU WILL NOT BE ABLE TO CREATE AN ACCOUNT OR USE THE SERVICES. IF YOU OBJECT TO ANYTHING IN THESE TERMS OF SERVICE, INCLUDING THE PRIVACY POLICY, OR ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. IF YOU ARE UNDER THE AGE OF 18, YOU ARE NOT PERMITTED TO REGISTER WITH PHILO OR PROVIDE YOUR PERSONAL INFORMATION TO PHILO. THESE TERMS OF SERVICE INCLUDE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY THAT SHOULD BE CAREFULLY REVIEWED AND CONSIDERED PRIOR TO ANY USE OF THE SERVICES.

  1. General
  2. These Terms of Service ("Terms of Service") are between Philo Inc. ("Philo", "we", "us", "our") and you. These Terms of Service apply to the philo.com website and all corresponding domains, subdomains, web pages and websites associated therewith (collectively, the "Website") and our video streaming service that provides live and time-shifted television programming (the "Video Content") delivered over the Internet and the applications on consumer devices on which the service is delivered, including desktop computers, mobile phones, tablets and connected television devices, that link to or references these Terms (collectively, with the Website, the "Services"). The Services do not include websites, applications or other services or products that link to other terms of service, including without limitation, the Philo Edu service that provides video streaming over private networks to college campuses, which is subject to the Philo Edu Terms of Service. These Terms set forth the legally binding terms for your use of the Services and will remain in full force and effect while you use the Services. You are authorized to use the Services only if you agree to abide by all applicable laws, rules and regulations and these Terms.

  3. Modifications
  4. Philo reserves the right change, modify or amend these Terms at any time, or to impose new conditions on the Services (collectively, the "Changes"). All Changes will be effective (i) immediately upon notice thereof, which may be given by any means including, without limitation, posting on the Services, or by electronic or conventional mail, or by any other means or (ii) where required by law, 30 days after their publication through the Services. Any use of the Services by you after such notice shall be deemed to be your acceptance of the Changes. If any modification to these Terms is unacceptable to you, you may immediately terminate your use of the Services.

  5. Privacy Policy
  6. The personally identifiable information that you provide us when using the features of the Services is subject to our Privacy Policy located at https://www.philo.com/privacy, which is incorporated by reference into and is a part of these Terms. Please take the time to review the important information contained in our Privacy Policy regarding our collection and use of this information. By using any of the Services, you are agreeing to the terms of Philo’s Privacy Policy and the collection, use and sharing of information, including without limitation your personal information, described therein.

  7. Your Use of the Services
  8. Except as stated in these Terms, all content and software provided through the Services are licensed non-exclusively and revocably to you for your private, non-transferable, non-commercial, limited use in the United States of America as set forth in these Terms. All rights in the Services, including all software, data, and content, including the Video Content, in or used in connection with the Services, (collectively defined as "Philo Property"), belong to Philo, Inc. and its licensors and all intellectual property rights and goodwill associated there with shall remain with and accrue to Philo or its licensors. This license and all use or access to Philo Property is expressly conditioned on your compliance with these Terms, other applicable agreements, if any, and all applicable copyright and intellectual property rights laws. While you may access, view, use and display the Services for your private use, you may not modify, adapt, arrange, translate, reverse engineer, decompile, disassemble, reproduce, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works, or in any way exploit, any portion of the Philo Property, in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, leasing, loaning, sublicensing, retransmission, publication or commercial exploitation of any portion of the Philo Property will be permitted without the express written permission of Philo and any relevant third party copyrights owners. For the avoidance of doubt, you shall not exhibit any Video Content in any public viewing area or location for which an admission fee is charged expressly for the viewing of such Video Content. You may not bypass, disable, or circumvent any encryption, security, digital rights management or authentication mechanism in connection with the Services, or any of the Philo Property or services offered through the Services. The Services and content or services provided through the Services may contain security or technical features that will prevent use of content or services in violation of these Terms, and you will not circumvent these features without a legal right to do so.

    In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made and no ownership rights shall be transferred. The foregoing provisions of Section 4 are for the benefit of Philo and its third party providers, contractors, licensees, and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. Any unauthorized use, reproduction or distribution of any copyrighted materials, trade dress, marks, or any other intellectual property belonging to Philo or any third party is strictly prohibited, and may be prosecuted to the fullest extent of the law.

    Except as these Terms expressly grant, we and our licensors reserve all rights, interests, and remedies in connection with the Services and the Philo Property. Upon termination of these Terms, your Account, or license to any Philo Property, you will immediately cease use of the Philo Property.

    Use of the terms "own," "ownership", "purchase," "sale," "sold," "sell," "rent" or "buy" on or in connection with the Services does not mean or imply any transfer of ownership of any content, data or software or any intellectual property rights from us or our licensors to any user or third party.

  9. Registration
  10. The Services require you to register by creating an account in order to enable certain features or receive certain information ("Account"). Philo will use the information you provide in accordance with Philo’s Privacy Policy. If you choose to register with the Services, your Account is private to you. The registration process requires you to create and use log-in credentials such as an email address or mobile phone number, and you acknowledge and agree that Philo may rely on the subsequent use of your log-in credentials to provide access to your Account and the information you have provided. You have the right to share your Account information and log-in credentials only with members of your household living at the same address who are at least 13 years old ("Household Members"). You should safeguard your log-in credentials. Do not share your log-in credentials other than with Household Members and take steps to prevent access to your Account by other persons. If you have any reason to believe that your Account information has been compromised or that your Account has been accessed by a third party, you agree to immediately notify Philo by e-mail to help@philo.com. You are solely responsible for all use of your Account and log-in credentials, including use by Household Members, regardless of whether you authorized such access or use, and for ensuring that all use of your Account complies fully with these Terms. You are solely responsible for your own losses and losses incurred by Philo and others (including other users) due to any unauthorized use of your Account or log-in credentials. We reserve the right to deny the creation of any Account in our discretion.

    If you chose to use your mobile phone number in connection with the Services, you agree that we may contact you via phone or text message for administrative purposes. Even for Services for which Philo does not charge, standard message and rates may apply from your mobile or wireless device carrier. Your carrier may charge you for each text message sent and received. Contact your carrier for text messaging rates and terms applicable to your plan. You are solely responsible for any fees or charges incurred from participating in the Services. Under no circumstances will Philo, its third party service providers or agents be responsible or liable for any text messaging or wireless service charges incurred by you, any person responsible for charges related to the registered mobile or wireless device, or any person having access to the registered mobile phone or wireless device, or for any overcharge or billing error by or any billing dispute with any mobile or wireless device carrier.

  11. Children and Parental Controls
  12. The Services are not intended to be used by children without involvement and approval of a parent or guardian. As the parent or legal guardian, you are responsible for monitoring your child’s access to or use of Services, as well as any communications made or received by your child on or through Services. You are also responsible for the use of your Account by your children or others. Some Video Content may be objectionable or age-inappropriate for some users. Please consider what is appropriate for your child and check any Video Content ratings and descriptions where available, before you access any items or permit your child to do so. However, not all content is rated and parental controls may not apply to content that is not rated. In some cases, third parties provide the content ratings or descriptions for items, and we cannot guarantee the accuracy or completeness of that information. Some content that you access on your system or device may be accessible by all users of that system or device, and parental controls on those systems or devices may not apply to certain types of content.

  13. Eligibility; Authorization
  14. Use of any part of the Services is void where prohibited. By using the Services, you represent and warrant that (a) all information you submit is current, complete, truthful and accurate; (b) you will maintain and promptly update such information as necessary, so that it remains current, complete, truthful and accurate; (c) you are 18 years of age or older; (d) you have the authority to enter into these Terms; and (e) your use of the Services does not and will not violate any applicable law, regulation or agreement. We reserve the right to cancel any Account that uses, or that was created using, untruthful or inaccurate information or that was created for a primary purpose that violates these Terms. Termination of your Account may result in the termination of data or purchases associated with the Account.

  15. Restrictions on Use
  16. You specifically agree not to do any of the following: (a) conduct any activities that violate any local, state or federal laws, including copyright or trademark infringement, defamation, invasion of privacy, violation of rights of publicity, identity theft, hacking, stalking, fraud, stealing or using without purchasing, where payment is required, any content or service and distributing counterfeit software or Accounts.; (b) intercept or attempt to intercept electronic mail not intended for you; (c) misrepresent an affiliation with any person or organization; (d) restrict or inhibit use of the Services by others; (e) upload, post, stream, or otherwise transmit content that contains a virus, corrupted data, a worm, spyware, a time bomb, or other computer program that may damage, interfere with, or disrupt the Services; (f) collect information about others (including online IDs, and e-mail addresses) without their consent; (g) download a file or software or include in a message any software, files or links that you know, or have reason to believe, cannot be distributed legally over the Services, or that you have a contractual obligation to keep confidential (notwithstanding its availability on the Services); (h) post or transmit through the Services any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violate any law; (i) post or transmit through the Services any material which contains advertising or any solicitation with respect to products or services; (j) use the Services to advertise or perform any commercial solicitation, including, without limitation, the solicitation of users to become subscribers of other services competitive with the Services; (k) engage in any other conduct that in Philo’s discretion restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by Philo, may harm Philo or users of the Services or expose them to liability; (l) engage in deceptive or misleading practices; (m) attempt to hack or reverse engineer any code used in connection with the Services; or (n) sell, buy, trade, or transfer your log-in credentials, Account or any personal access to the Services through any means or method, including by use of websites.

    Further, you agree that you will not (i) use any robot, spider or other automatic device, process or means to access the Services, (ii) use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without the prior written consent of Philo, (iii) use any device, software or routine that interferes with the proper working of the Services, (iv) attempt to interfere with the proper working of the Services, (v) take any action that imposes an unreasonable or disproportionately large load on Philo’s infrastructure, (vi) access, reload or "refresh" transactional pages, or make any other request to transactional servers, more than once during any three (3) second interval, or (vii) incorporate the Video Content into, or stream or retransmit the Video Content via, any hardware or software application or make it available via frames or in-line links unless expressly permitted by Philo in writing.

  17. Transactions
  18. By completing a transaction through your Account, you are (i) agreeing to pay for all transactions made through your Account, including recurring charges for subscriptions that are not cancelled; (ii) authorizing Philo, Inc. to charge your payment card all fees due and payable for all your transactions; and (iii) agreeing to any applicable terms associated with use of the particular Service. UNLESS WE ARE REQUIRED BY LAW, WE WILL NOT PROVIDE A REFUND OR CREDIT FOR ANY REASON, INCLUDING WITHOUT LIMITATION, FOR ANY PERIOD REMAINING IN YOUR SUBSCRIPTION AFTER YOU CANCEL YOUR SUBSCRIPTION. THE PRICE APPLICABLE TO YOUR TRANSACTION WILL BE THE PRICE THAT WAS IN EFFECT AT THE TIME OF THE TRANSACTION. Special product, prices and promotions are no longer valid once they are changed or removed. Prices listed do not include sales tax. Applicable sales tax will be calculated and added at the time you complete a transaction.

  19. Video Content and Video Streams
  20. Video Content is connected to the single Account used to order that content and cannot be transferred to another account. Each Account can activate up to a maximum of three video streams concurrently. Certain variables not within our control may impact the delivery of and access to Video Content, including without limitation, availability of Video Content from our third party licensors, the speed and availability of your broadband or network connection, compatibility between the format of the Video Content and the device you use to access that Video Content, and any applicable restrictions that may be imposed on the Video Content from our third party licensors. These variables may cause delays, technical difficulties or an inability to view the Video Content. Digital versions of some Video Content be different from the original formatted content or previously released versions of the same titled content.

    Video Content may be made available to you as a live or near-live stream ("Live Stream Content") or as a licensed stream supported by advertising or promotional materials that may be for a limited duration ("Ad Supported Content"). Video Content is subject to digital rights management rules, and are subject to other restrictions and limitations depending on the type of Video Content or the device you use to access Video Content. Some of these restrictions are described below.

    Live Stream Content. Live Stream Content comprises live or near-live transmissions of Live Events and may be viewed at the time of, and simultaneously with the occurrence of the Live Events themselves, and may also be available for an extended period past the occurrence of the applicable Live Event. When you access Live Stream Content, you may not be able to view any part of the Live Stream Content that occurred prior to the start of your viewing. We have no control over the start and finish time of a Live Event; the duration of a Live Event; the content of a Live Event (including the availability, quality or suitability of the content or that it complies with applicable law); or that the Live Stream Content be delivered uninterrupted, error-free and without fault or delay.

    Ad Supported Content. Ad Supported Content is Video Content that contains or is displayed with advertising, marketing or other promotional materials (together, the "Promotional Materials"). Promotional Materials may be displayed in or around Ad Supported Content by any means selected by us or our Ad Supported Content Partners (defined below). By accessing, you acknowledge that Ad Supported Content may include, comprise or be displayed with Promotional Materials that may delay or interrupt its playback. We may prevent you from skipping or manipulating the display of Promotional Materials, and, if so, you may not to attempt to access Ad Supported Content in any manner not prescribed by us. We do not endorse any third party advertisement or promotional material (including the Promotional Materials) associated with Ad Supported Content in any manner and give no warranty or other assurance in relation to any products or services featured in these advertisements and promotional materials.

    Certain Ad Supported Content may be hosted or delivered to you by or through third party licensors, providers or partners ("Ad Supported Content Partners"). We have no control over the content hosted or delivered by the Ad Supported Content Partners (including all associated Promotional Materials, corresponding meta-data, artwork and other peripheral materials). We cannot guarantee that their content will be complete and accurate, comply with applicable laws, correspond to its description, be suitable or appropriate for a particular age group, or be delivered uninterrupted, error-free and without fault or delay.

  21. Free Trials
  22. When you sign up for an Account, it may begin with a free trial period, which you will begin by providing your mobile phone number or email address (depending on how you access the offer). During the trial period, you will be prompted to provide your name, email address and/or mobile phone number, billing zip code, and payment card information. At the end of the trial period, if you have not cancelled your subscription, your payment card will be charged for the Service. To avoid being charged for each subsequent renewal of the subscription, you must cancel your subscription prior to expiration of the then current subscription free trial period as set forth in Section 12. There is a limit of one free trial per household. Please click here for complete Offer Terms and Conditions.

  23. Promotional Offers & Discounts
  24. From time to time, promotional offers may be presented to you by Philo. These promotional offers may vary. They may be offered only to select subscribers or subscriptions, may be limited in time and/or geographic scope, or may require you to make a minimum purchase or to purchase a particular subscription, or may exclude particular products. For example, we may offer a discount coupon in a stated amount (i.e. $5 off your first month’s subscription), or we may provide a promotional code (which must be redeemed as part of the offer), or a discount for a limited time (i.e. receive your first 2 months for $10.99 per month). We may provide promotional offers to you directly or through our affiliates or other third parties; if from a third party, you are also subject to any additional terms and conditions prescribed by those third parties, including their right to modify or cancel that particular Offer. Generally speaking and unless otherwise stated, promotional offers cannot be combined; however, certain offers may be redeemed in addition to any Free Trial period or as part of our Referral Program, if applicable. Although additional or alternative terms and conditions may apply to a particular promotional offer (and will be stated in conjunction with that offer as applicable), please see these general offer Terms and Conditions which commonly apply to our promotional offers.

  25. Subscriptions, Auto-Renewal and Cancellation
  26. We may offer you the opportunity to purchase subscriptions that provide access to particular products or services for a month at a time. Please review each product description, the cost, applicable taxes, fees, and surcharges, and subscription term carefully before ordering or paying. At the beginning of each subscription term without further notice to you, the cost of each subscription plus applicable taxes, fees, and surcharges will automatically be charged to the payment card on file in your Account. The price of your subscription may change, and we will notify you of any changes. You may request that we email you a receipt of each month’s charges by emailing us at help@philo.com or calling 855-CSPHILO (855-277-4456) during operating hours as posted on philo.com/contact.

    Subscriptions are month to month and renew automatically unless you cancel the subscription by signing into Philo, going to your Account page, and following the cancellation instructions. For certain third party billers, e.g. Amazon or Apple, you will be directed to the third party’s website to manage your subscription and cancellation. Cancellation will take effect at the end of the then current subscription term. You can view your subscription renewal dates in your Account settings. If you have the option to upgrade or downgrade you subscription and you choose to do so, the upgrade or downgrade will take effect at the end of your then current subscription term and you will be billed at the new rate for the subscription. If you no longer wish to receive your subscription, you must cancel your subscription. If you have cancelled your subscription, your Account will show that it has been cancelled. For certain third party billers, e.g. Amazon or Apple, the cancellation will not be reflected in your account until you reach the end of your billing cycle.

    After you complete your subscription order, you will receive a confirmation of the transaction and auto-renewal. You hereby consent to receiving the confirmation via email to the email address connected to your Account. As with all transactions, please print and retain a copy of your confirmation email for your reference. You have the right to withdraw your consent to receiving the confirmation via email and receive a hard copy of the confirmation via regular mail. You can exercise this right by emailing us at help@philo.com or calling 855-CSPHILO (855-277-4456), and you will need to provide your contact information necessary for delivery of the hard copy of the confirmation.

    After the effective date of termination or cancellation, you will not be able to access content or services provided in your subscription. Further information about managing your subscriptions is available at help.philo.com.

  27. Maintenance and Upgrades
  28. From time to time, it may become necessary to provide certain content to you to ensure that the Services and content offered through the Services or your devices are functioning properly. Some content may be provided automatically without notice when you sign in. This content may include automatic updates or upgrades that may change your current operating system, cause a loss of data or content or cause a loss of functionalities or utilities. You authorize us to provide this content, updates and upgrades, and you acknowledge that we are not liable for any damages, loss of data or loss of functionalities arising from our delivery of these content, updates, upgrades and maintenance services.

  29. Termination / Suspension
  30. We reserve the right at any time to change or discontinue any of the Services or any aspect or feature of the Services, including, without limitation, the Video Content, hours of availability, specifications, prices, and equipment needed for access or use of the Services, without notice to you. We reserve the right to terminate your Account for failure to complete transaction payments. For any Service that uses online servers, we make no commitment to continue to make those servers available. In addition, we reserve the right to delete your Account data that we determine to have been dormant. If we determine that you have violated any of these Terms or any other terms connected with the Services or have injured or damaged the Services community, we may take actions to protect our interests, including termination or suspension of your Account, automatic removal or blockage of Philo Property, implementation of upgrades or devices intended to discontinue unauthorized use, permanent or temporary disablement of any system or device through which you receive the Services or reliance on any other remedial efforts as necessary to remedy the violation. If the violation is in connection with Philo Property that was accessed, use of that content must immediately cease. You agree that Philo will have no liability to you if the Services are changed or discontinued or your ability to access the Services is terminated. After your Account is terminated, you will not be able to access the Services.

  31. Trademarks
  32. Philo™ and all other Philo slogans, logos, and product and service names used on the Services are trademarks owned by Philo. You agree not to display or use such trademarks, in any manner, without the written permission of Philo. Names, brands and marks of third parties may be the trademarks or registered trademarks of their respective owners and are used by Philo subject to license, or used for identification purposes only. You are expressly forbidden to misuse, reproduce or remove the marks.

  33. Copyright
  34. Copyright Philo, Inc. All rights reserved.

    All copyrightable text, audio, video, recordings, graphics, charts, photographs, icons, and the design, selection, and arrangement of content on the Services are the proprietary materials of Philo or its third-party licensors or suppliers, unless otherwise noted. The distinctive and original layout and presentation of the Services constitute protectable trade dress under applicable federal law.

    Philo also uses proprietary algorithms to run certain software tools made available on the Services. These algorithms and all related software and technology are the sole and exclusive property of Philo and/or its licensors.

  35. Content Submitted or Posted
  36. You will not email, post, upload, input, provide, send or submit any communications or content of any type protected by copyright, trademark, or other proprietary rights without the express permission of the owner of the copyright, trademark, or other proprietary rights in the material, and the burden of determining whether any material is protected by such rights rests with you. You shall be solely liable for any damage resulting from any infringement of copyright, trademark, or other proprietary rights, or any other harm resulting from such a submission. Philo may limit, remove or delete any content or other information stored, submitted or used in connection with the Services that Philo in its sole discretion deems to be in violation of these Terms or any applicable federal, state or local law, regulation or ordinance.

    Subject to Philo’s policies regarding privacy, any e-mails, notes, message/billboard/forum postings, animation, images, videos, ideas, suggestions, concepts or other material submitted by you ("Submissions") will be treated as non-confidential and non-proprietary. If you provide any Submissions to us, we will be entitled to use the Submissions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Submissions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Submissions.

  37. Links
  38. Through the Services, you may be able to access links to other websites that are not controlled by us. These links are provided solely as a convenience to you and not as an endorsement by Philo of the contents on such third party websites. If you decide to access linked third party websites, you do so at your own risk. Philo is not responsible for the content on those other websites.

  39. Equipment
  40. You shall be responsible for obtaining and maintaining all devices, wired or wireless communications means, telephone, computer software, computer hardware and other equipment needed for access to and use of the Services and all charges related thereto.

  41. Disclaimers; NO WARRANTY
    1. You expressly acknowledge and agree that:

    2. YOUR USE AND INSTALLATION OF THE SERVICES IS AT YOUR OWN RISK, AND THE SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PHILO AND ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS (COLLECTIVELY, "COVERED PARTIES") EXPRESSLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OBTAINED FROM THE USE OF THE SERVICES, OR FROM THE INFORMATION CONTAINED THEREIN, OR AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR SERVICE PROVIDED THROUGH THE SERVICES. Because the Services are provided to you "AS IS," you agree that Philo shall not be liable to you or to any third party for any delay in delivery of, or failure to deliver, any of your communications, or other information you submit using the Services. Because the Services are provided to you "AS AVAILABLE," you agree that Philo shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or of your ability to access them. THE COVERED PARTIES ALSO DISCLAIM ANY WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES’ OPERATIONS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND (III) ANY INFORMATION OR COMMUNICATION THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE (AND THE COVERED PARTIES DISCLAIM ANY LIABILITY FOR DAMAGES THAT MAY ARISE FROM YOUR RELIANCE ON ANY SUCH INFORMATION OR COMMUNICATION). Some states do not allow the disclaimer of implied warranties, so this provision may not apply to you.
    3. YOU ASSUME THE FULL RESPONSIBILITY AND RISK FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER CONSEQUENCES THAT RESULT FROM YOUR DOWNLOADING ANY INFORMATION, SOFTWARE, OR OTHER MATERIALS THROUGH THE SERVICES. THE COVERED PARTIES SHALL HAVE NO LIABILITY FOR ANY DAMAGE TO YOUR COMPUTER, INCLUDING LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOADING ANY SUCH MATERIALS.
    4. THE SERVICES ARE NOT INTENDED FOR ANY USE IN WHICH THE FAILURE THEREOF COULD LEAD TO DEATH, PERSONAL INJURY OR ENVIRONMENTAL DAMAGE. YOU REPRESENT AND WARRANT TO PHILO THAT USE OF THE SERVICES SHALL NOT RESULT IN THE SERVICES BECOMING SUBJECT TO THE TERMS OF AN OPEN SOURCE LICENSE UNDER WHICH DOWNSTREAM RECIPIENTS OR OTHER THIRD PARTIES MAY CLAIM THE RIGHT TO (I) COPY, CREATE DERIVATIVE WORKS OF, OR REDISTRIBUTE THE SERVICES, OR (II) RECEIVE SOURCE CODE TO THE SERVICES.
    5. Limitation of Liability

      YOU AGREE THAT IN NO EVENT WILL COVERED PARTIES OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SERVICES BE LIABLE FOR ANY DAMAGES, CLAIMS, OR INJURY WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATIONS, DAMAGES FOR LOST PROFITS OR LOSS OF GOODWILL, USE, OR DATA (EVEN IF PHILO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), OR PERSONAL OR BODILY INJURY, ARISING OUT OF (A) YOUR USE OF OR INABILITY TO USE THE SERVICES; (b) ACCESS TO OR ALTERATION OF YOUR PERSONALLY IDENTIFIABLE INFORMATION OR OTHER INFORMATION IN AN UNAUTHORIZED MATTER; (c) REPRESENTATIONS OR CONDUCT OF ANY THIRD PARTY RELATED TO THE SERVICES; OR (d) ANY OTHER MATTER RELATING TO THE SERVICES.

      THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INACCURACY, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE SERVICES, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY), NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, TO THE FULLEST EXTENT PERMISSIBLE BY LAW. THIS DOES NOT AFFECT ANY STATUTORY RIGHTS WHICH MAY NOT BE DISCLAIMED. YOU SPECIFICALLY ACKNOWLEDGE THAT PHILO IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES OVER WHICH IT HAS NO CONTROL

      Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above limitations may not apply to you.

      TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL PHILO’S LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY), WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO PHILO FOR THE SERVICE, INFORMATION OR PRODUCT ON WHICH SUCH CAUSE OF ACTION IS BASED. THIS DOES NOT AFFECT ANY STATUTORY RIGHTS THAT MAY NOT BE DISCLAIMED.

    6. Indemnification

      You agree to defend, indemnify and hold harmless Philo and its, third party information providers, suppliers, service providers, licensors, contractors, and others involved in the Services or the delivery of services or information over the Services, and their respective directors, officers, agents, contractors, partners and employees, from and against any and all claims, actions, demands, damages, costs, liabilities, losses and expenses (including reasonable attorneys’ fees and costs) arising out of, relating to, or in connection with (a) your use of the Services, (b) any content or materials that you submit or upload to or through the Services, (c) your unauthorized use of the Services or content or material obtained through the Services, (d) any violation of any law or regulation by you, and (e) your breach of these Terms. Some jurisdictions restrict the use of indemnification clauses. Accordingly, some or all of this paragraph may not apply to you.

    7. Third Party Content.

      The Services are owned and operated by Philo, but may include elements licensed from or provided by third parties. Philo is not a publisher of content supplied by third parties and users of the Services. Accordingly, Philo has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers and users, are those of the respective author(s) or distributor(s) and not of Philo. In many instances, the content available through the Services represents the opinions and judgments of the respective information provider or user. Philo neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on the Services by anyone other than authorized Philo employee spokespersons while acting in their official capacities.

    8. Viruses.

      Philo also assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Services or your downloading of any materials, data, text, images, video, or audio from the Services.

    9. Export Control.

      SOFTWARE AND OTHER MATERIALS FROM THE SERVICES MAY ALSO BE SUBJECT TO UNITED STATES EXPORT CONTROL. THE UNITED STATES EXPORT CONTROL LAWS, REGULATIONS, ORDERS OR OTHER RESTRICTIONS PROHIBIT THE EXPORT OF CERTAIN TECHNICAL DATA AND SOFTWARE TO CERTAIN TERRITORIES. NO SOFTWARE OR TECHNICAL DATA FROM THE SERVICES MAY BE DOWNLOADED OR EXPORTED (1) INTO (OR TO A NATIONAL OR RESIDENT OF) CUBA, NORTH KOREA, IRAN, SYRIA, SUDAN OR ANY OTHER COUNTRY TO WHICH THE UNITED STATES HAS EMBARGOED GOODS; OR (2) ANYONE ON THE UNITED STATES TREASURY DEPARTMENT’S LIST OF SPECIALLY DESIGNATED NATIONALS OR THE U.S. COMMERCE DEPARTMENT’S TABLE OF DENY ORDERS. YOU AGREE THAT YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR COMPLIANCE WITH ALL SUCH LAWS, REGULATIONS, ORDERS OR OTHER RESTRICTIONS.

    10. Business Associates.

      The business associates of Philo identified on the Services are independent contractors of Philo. The business associates are not joint venturers or partners of Philo. No employee or representative of the business associates is under the control of Philo.

    11. Copyright Claims and Copyright Agent

      If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement, please provide Philo’s Copyright Agent the following information in writing, as required by the Digital Millennium Copyright Act, 17 U.S.C. 512 ("DMCA"):

      1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
      2. Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
      3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
      4. Information reasonably sufficient to permit us to contact you;
      5. A statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
      6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

      Our agent for notice of claims of copyright infringement on the Services can be reached as follows:

      Copyright Agent

      225 Green Street

      San Francisco, CA 94111

      Phone: 1 (415) 936-1515

      Email: dmca-agent@philo.com

      Philo has adopted and implemented a policy that provides for the termination in appropriate circumstances of account holders who repeatedly infringe the rights of copyright holders.

    12. Nielsen Products in the Services

      The Nielsen Company, LLC ("Nielsen") provides certain products that are contained in the Services (the "Nielsen Products"). The Nielsen Products are provided under and you hereby agree to the Nielsen Product Terms.

    13. Additional Terms for the Services on Apple Devices

      When the Services are used on Apple devices, certain additional terms apply to your use of the Services (the "Additional Terms for the Services on Apple Devices"), and you hereby agree to the Additional Terms for the Services on Apple Devices.

    14. Miscellaneous

      You agree that these Terms describe the entire agreement between us with respect to its subject matter and supersede all previous written or oral agreements between the parties with respect to such subject matter. The Services were created and are operated under the laws of the State of California. Philo makes no representation that materials on the Services are appropriate or available for use in other locations. If you access the Services from other locations, you are responsible for complying with local laws. If any provision of these Terms is found to be invalid or unenforceable, we both agree that the other provisions of these Terms will remain in full force and effect. These Terms shall be governed by the internal substantive laws of the state of California, without respect to its conflict of laws principles. The parties agree to the exclusive personal jurisdiction of the State and Federal courts located in San Francisco County, California for the purposes of resolving all disputes arising in connection with these Terms and each party hereby waives all objections to venue in those courts. YOU AGREE THAT REGARDLESS OF ANY APPLICABLE LAW TO THE CONTRARY, YOU CANNOT FILE A CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS MORE THAN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE. Philo’s failure to insist upon or enforce strict performance of any provision of these Terms will not constitute a waiver of that provision. The section headings used herein are for convenience only and shall not be given any legal import. These Terms inure to the benefit of the parties, including any of our successors in interest. We have the right to assign or transfer our rights and obligations under these Terms, and you have no right to assign or transfer your rights or obligations under these Terms.

      Contact information:

      Philo, Inc.

      225 Green Street

      San Francisco, CA 94111

      help@philo.com

      855-CSPHILO (855-277-4456)

Additional Terms for the Services on Apple Devices

Effective Date: November 14, 2017

These Additional Terms for the Services on Apple Devices ("Apple Terms") are between Philo Inc. ("Philo", "we", "us", "our") and you and apply to your use of the Philo application you obtained from the Apple App Store ("Philo App") in addition to Philo’s Terms of Service and Privacy Policy. The Philo App is a Service, as that term is defined in Philo’s Terms of Service.

  1. Acknowledgement: Philo, not Apple, is solely responsible for the Philo App and the content thereof.
  2. Scope of License: The license granted to you for the Philo App is a non-transferable license to use the Philo App on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service, except that the Philo App may be accessed, acquired, and used by other accounts associated with the purchaser via Family Sharing or volume purchasing.
  3. Maintenance and Support: Philo and you acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Philo App.
  4. Warranty: Apple is not responsible for any product warranties for the Philo App, whether express or implied by law. In the event of any failure of the Philo App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Philo App to you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Philo App.
  5. Product Claims: Apple is not responsible for addressing any claims of you or any third party relating to the Philo App or your possession and/or use of the Philo App, including, but not limited to: (i) product liability claims; (ii) any claim that the Philo App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  6. Intellectual Property Rights: In the event of any third party claim that the Philo App or your possession and use of the Philo App infringes that third party’s intellectual property rights, Apple will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
  7. Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
  8. Third Party Beneficiary: Philo and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the Terms of Service and the Apple Terms, and that, upon your acceptance of the Terms of Service and the Apple Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms of Service and the Apple Terms against you as a third party beneficiary thereof.
Nielsen Product Terms

Effective Date: November 14, 2017

These Nielsen Product Terms ("Nielsen Product Terms") are between Philo Inc. ("Philo", "we", "us", "our") and you.

The Nielsen Company, LLC ("Nielsen") provides certain products that are contained in the Services, as that term is defined in the Terms of Service (the "Nielsen Products"). For more information about Nielsen Products and your choices regarding the use of your information by Nielsen, visit https://sites.nielsen.com/priv/browser/us/en/optout.html.

Nielsen Products are licensed and not sold, and ownership thereof and all intellectual property rights and goodwill associated there with shall remain with and accrue to Nielsen alone. The Nielsen Products contain material that is protected by United States copyright laws, patent laws, trade secret laws, and by international treaty provisions. All intellectual property rights and licenses not expressly granted herein are reserved by Nielsen. You shall maintain on, and may not remove, alter or modify any identifying mark, copyright, trademark or other proprietary notice of Nielsen, its affiliates, or its licensors from any copy of Nielsen Product.

You shall not and shall not allow a third party to: (a) rent, lease, loan, license, sublicense, distribute, transfer, publish, display, disclose, or permit access to any Nielsen Product, except to the extent that you are explicitly authorized to do so under these Nielsen Product Terms or the Terms of Service; (b) copy, reproduce, modify, change, alter or update any Nielsen Product or any part thereof, except to the extent that you are explicitly authorized to do so under these Nielsen Product Terms or the Terms of Service; (c) access, reverse engineer, decompile, translate, adapt, disassemble, decrypt or otherwise use any process to discover the source code of any Nielsen Product or of any output from a Nielsen Product; (d) use a proxy server or any other technology to intercept, store or divert any output form a Nielsen Product contrary to the purpose of integrating the Nielsen Product with the Services to enable the collection of output from the Nielsen Product by Nielsen; (e) remove, alter, or modify any identifying mark, copyright, or other proprietary notice of Nielsen, its affiliates, or its licensors from any copy of the Nielsen Product; (f) attempt to obtain the name, location of, or contact any Nielsen panelist, household member or other person(s) furnishing data to Nielsen ("Respondent"); and (g) use or disclose any Respondent’s data (in the event that such data or information comes to its attention); and will keep all information it learns about any Respondent in confidence and will promptly notify Nielsen that such information has come to its attention.

These Nielsen Product Terms shall be governed by the laws of the State of New York, United States of America, without regard to its choice of law provisions. The parties agree to the exclusive personal jurisdiction of the State and Federal courts located in New York County, New York for the purposes of resolving all disputes arising in connection with this Agreement and each party hereby waives all objections to venue in those courts.

Philo Free Trial Offer Terms and Conditions

From time to time we may offer a free trial of a Philo® subscription package for a stated period of time ("Trial Period"), redeemable at www.philo.com ("Trial Offer" or "Offer"). Philo reserves the absolute right to withdraw, cancel, early terminate, or modify any and all Trial Offer(s), or any element thereof, at any time and for any reason. After termination, Philo shall not be obligated to redeem such Trial Offer(s).

A Trial Offer is offered to new Philo subscribers only in the 50 United States (and its territories) ("U.S.") who are U.S. residents 18 or older. You may only use this Trial Offer once per household. If you have subscribed to Philo or have taken a free Trial Offer previously, you are not eligible. Current paying Philo subscribers are not eligible.

Free Trial Offers may differ. Generally, you will be asked to provide your mobile number or email address and payment information in order to activate a Philo account and start the initial free Trial. If payment information was not provided at sign-up, after you have enjoyed Philo for free for a time, you will be asked to provide payment information either at the end of the free Trial Period (when you will be charged), or in order to continue the remaining days of the free Trial Period (you will not be charged at that time). Philo and/or Philo affiliates may advertise an Offer via URL in various media to certain customers, or may send a URL link directly to customers; customers may start their free Trial by going to the stated URL, or by clicking the link, entering their mobile number or email address, and at that time will be asked to provide payment information immediately (again, you will not be charged until the end of the free Trial Period). IMPORTANT NOTICE: At the conclusion of the applicable Trial Period, the free Trial Offer immediately expires and your account automatically converts to a paid subscription for the Philo services (plus taxes) on a recurring monthly basis. If you do not cancel during the free Trial Period, you will be charged. To cancel your subscription, visit your Account page and select cancel subscription at the bottom of the page. If you are using a third-party billing platform, you must cancel through the third party. Subscriptions automatically renew each month until cancelled. Cancellation takes effect on the next monthly billing date. There are no refunds or credits for partial monthly subscriptions.

A free Trial Offer is not transferrable or assignable. Offer may not be combined with other promotions, discounts or offers unless expressly permitted and stated by Philo in conjunction therewith. If for any reason an Offer, or any element thereof, is compromised or not capable of running as planned, due to virus, bugs, tampering, unauthorized intervention, fraud, cheating, technical failures, any force majeure event, artifice or any other causes similar or dissimilar, Philo reserves the right to cancel, terminate, or modify the Offer or any element thereof at any time. Void where taxed, restricted or otherwise prohibited, and to employees of Philo. Philo’s decisions are final and binding.

By submitting your mobile phone number, payment details, and/or by your use of Philo subscription products and services, you agree to be bound to these Offer Terms, and Philo’s Terms of Use and Privacy Policy and understand and agree that additional limitations may apply.

Promotional Offers Terms and Conditions

These Promotional Offers Terms and Conditions apply only to the general Philo video streaming service that provides live and time-shifted television programming, and do not apply to the Philo Edu service that provides video streaming over private networks to college campuses. Philo reserves the absolute right to withdraw, cancel, early terminate, or modify any Offer, or any element thereof, at any time and for any reason. After such time of termination, Philo shall not be obligated to redeem that Offer.

Eligibility: Each Offer is available in the 50 United States (and its territories) ("U.S."), and open only to U.S. residents 18 or older.

Offer Conditions and Limitations: unless expressly stated to the contrary by Philo (or its affiliate or third party if applicable) in conjunction therewith, the following apply to each Offer:

Limited time only, and only while supplies last.

Limited to one-time use per customer/account/household.

Instructions for submission of information and Offer redemption must be strictly adhered to.

Limited to the dollar amount or discount specified.

Applicable only to the customer, subscription, and/or qualifying item, good or service specified.

Cannot be transferred, assigned, redirected, or resold.

Cannot be combined with other promotions, discounts or offers.

Cannot be applied to previous purchases, or towards any gift card/certificate (if applicable, and provided a gift card is not the stated benefit of the Offer).

Excludes taxes and any other fees. If a minimum purchase is specified, taxes and any other fees are excluded from that amount.

General Offer Terms: If for any reason an Offer, or any element thereof, is compromised or not capable of running as planned, due to virus, bugs, tampering, unauthorized intervention, fraud, cheating, technical failures, any force majeure event, artifice or any other causes similar or dissimilar, Philo (or its affiliate or third party if applicable) reserves the right to cancel, terminate, or modify such Offer or any element thereof at any time. A waiver of any provision herein by Sponsor does not constitute a future waiver of that, or any other provision. Any invalid, illegal or unenforceable provision shall be deemed severed (to the extent of its invalidity) and these Terms shall be construed and enforced without it. If you violate any Offer Terms, such Offer will be invalid. Void where taxed, restricted or otherwise prohibited, and to employees of Philo. Philo’s decisions are final and binding.

By redeeming any Offer and/or by your use of Philo subscription products and services, you agree to be bound to both these general Offer Terms and any specific Offer Terms, and Philo’s Terms of Use and Privacy Policy and understand and agree that additional limitations may apply.

Philo's Get to Know You Survey Sweepstakes

SWEEPSTAKES OFFICIAL RULES

NO PURCHASE OR PAYMENT OF ANY KIND NECESSARY TO ENTER OR WIN. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING. Internet access is required to enter.

DISPUTE RESOLUTION NOTICE: BY ENTERING, YOU AGREE THAT DISPUTES BETWEEN YOU AND ANY PROMOTION ENTITY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A JURY TRIAL, CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. See Disputes/Arbitration provision.

All Entries and participation in this Promotion shall be governed by these Official Rules available at about.philo.com/terms/ (the “Website”). The Promotion may be shortened or extended by Sponsor in its sole and absolute discretion (by posting notice on the Website), or may be cancelled, modified or terminated based on the exigencies of the circumstances.

ELIGIBILITY: The Promotion is offered only to existing Philo subscribers in the fifty (50) United States (including D.C., and U.S. Territories) who are 18 or older at time of entry and who receive directly from Sponsor an email invitation to participate in the promotional survey (eligible “Entrant(s)”). All others, including employees, officers and directors of Sponsor and its respective affiliated companies, advertising and promotion agencies and any other individuals/entities involved in the implementation and/or execution of the Promotion (collectively “Promotion Entities”) and the immediate family members (spouses and parents, partners, children and siblings and their spouses, including foster and step-relations regardless of where they live) or members of the same households (whether related or not) of such individuals are not eligible to enter or win. Void where prohibited or restricted by law. Entrants with existing premium accounts or who are inside a free trial period are not eligible to enter or win.

AGREEMENT BY ENTRANT: By entering by completing and submitting survey, each entrant fully and unconditionally agrees to and accepts these Official Rules, the Terms and Conditions of the Free-1 Year of Philo (both provided on the Website), the information provided by Promotion Entities in connection with the Promotion, the Sponsor’s Privacy Policy and the decisions of the Sponsor which are final and binding with respect to all matters pertaining to this Promotion. Without limitation, Sponsor reserves the absolute right to modify these Official Rules, in whole or in part, at any time by posting revised Rules via the Website and/or Social Media Platform used to facilitate the Promotion (as described below).

PROMOTION PERIOD: The Promotion starts on or about 9:00 am Pacific Time (“PT”) on or about 8/12/2022 and ends 11:59 pm PT on _10/12/2022, or until the requisite number of eligible survey responses has been received, whichever is sooner (“Promotion Period”). It is anticipated that Sponsor will accept up to approx. 700 eligible survey responses, at which time the Promotion will close and winners will be selected from eligible entries received up to that time. Individuals may complete the survey thereafter, but will not be eligible to enter or win in this Promotion. Entrants are solely responsible for determining the correct time zone in their respective jurisdictions; Promotion Entities disclaim all liability or responsibility relating thereto. Sponsor’s server/computer is the official timekeeping device for the Promotion.

HOW TO ENTER: During the Promotion Period, existing Philo subscribers in good standing may directly receive from Sponsor an email invitation to take a short (approx. 20 minute) survey (“survey"). To enter, during the Promotion Period, click on the survey link in the email, fully and accurately complete the short survey, and submit survey responses (“Entry”). By submitting a survey, entrants are agreeing to these Official Rules. Limit one (1) Entry per person/household. Survey must be completed and submitted in good-faith by the direct recipient of the email, and is void if (suspected of being) reproduced, copied, forwarded, transferred or otherwise non-compliant.

By submitting an Entry, Entrants represent, warrant and covenant (and agree to release and indemnify Sponsor and Promotion Entities from same) that their Entry submitted and all content therein: (i) is the original creation of the Entrant and has not been copied in whole or in part from any other work, and is the sole and exclusive property of the Entrant (or Entrant has all ownership or licensed rights thereto and in any and all content); (ii) does not contain, depict, condone, encourage or promote the use of any inappropriate content as determined by Sponsor; (iii) does not violate or infringe any laws including but not limited to copyright or trademark laws, or other proprietary, publicity, privacy or any other rights of any person, entity, or venue; (iv) does not refer to or contain in any respect information about an individual under the age of 18; and (v) owners of any depicted venues, or any individuals mentioned, featured in, or who have worked on the Entry, in whole or in part, in any manner have given Entrant their express written consent to submission to this Promotion and the use contemplated. If requested by Sponsor, Entrant shall provide evidence of the above in writing. Nothing herein shall be deemed an obligation of confidentiality.

CONDITIONS OF ENTRY: All information provided must be accurate and complete to receive an Entry. Entries must be complete, compliant, submitted only via the method communicated, and received by Sponsor within the Promotion Period. Once submitted, Entries cannot be modified, deleted or cancelled. Entries become the property of Sponsor and will not be returned. Any Entry that appears to be noncompliant or inappropriate will not be eligible and will be disqualified. Promotion may be advertised via more than one Social Media Platform; however, Entries will only be accepted via the email link to the survey specified herein. Entries may only be submitted by a single registered Philo base account user; submissions (suspected of being) received from, facilitated by or through ineligible individuals/entities, third party couponing/free-sample or similar third-party websites (whether or not paid), or group or commercial submissions are invalid and will not be eligible for participation in the Promotion. Multiple Entrants are not permitted to share the same device, account, IP or email address. By entering, you agree to be contacted by Sponsor (and its authorized representatives) with communications and reminders relating to the Promotion. Promotion Entities have the right to verify Entries and/or Entrants’ eligibility and compliance with these Official Rules, and on the basis of the investigation, to disqualify any Entry/Entrant at any time during or after the Promotion Period. Without limitation, Sponsor reserves the unfettered right NOT to provide Entry, or prize award, in whole or in part, if doing so may result in public disrepute, scandal, or may have a detrimental impact on Sponsor, Promotion Partner, this Promotion, or any of Sponsor’s and/or Promotion Partner’s brands, products or services (as determined by Promotion Entities in their absolute discretion). Without limiting the foregoing, Sponsor shall have the right at any time, where necessary, to undertake all action including, but not limited to, voiding/canceling the Promotion, subject a winner to disqualification, prize forfeiture and/or immediate prize return (from a previously confirmed winner, if applicable) and/or require further information as is reasonable to protect any one of the Promotion Entities against fraudulent or invalid claims, potential public scandal, ridicule, or disrepute in awarding the prize to any Entry, Entrant or winner. Incomplete, invalid, illegal, unsuitable, unauthorized, or otherwise non-compliant Entries (as determined in Sponsor’s absolute discretion) will not be eligible. Proof that you uploaded a survey (Entry) does not constitute proof or evidence that it was received within the Promotion Period or eligible for the Promotion.

Any Entrant who is suspected of cheating, using fraudulent means, unauthorized Entry methods, attempting to participate multiple times with multiple e-mail, accounts, and/or addresses under multiple or false identities, or engaging in or benefitting, directly or indirectly, from artifice of any other kind, as determined in Sponsor’s sole and absolute discretion, will void all such Entries, and disqualify any Entrant suspected of using/benefitting from such methods. In the event of a dispute as to the identity of an online Entrant, the authorized account holder of the Philo account used in connection with the Entry will be deemed to be the Entrant. Potential winner(s) may be required to show proof of being the authorized Philo account holder, or otherwise eligible.

Promotion Entities assume no responsibility for: lost, late, delayed, incomplete, inaccurate, stolen, misdirected (including into spam/junk folders), ineligible or illegible Entries or other Promotion related communications (in whole or in part); Website, app, platform or social media platform, computer/server, telephone, network, electronic, digital, wireless or Internet, hardware or software malfunctions, failures, connection problems, or unavailability; garbled, corrupt, or jumbled transmissions; browser incompatibility; service provider, Internet, Website, user, net inaccessibility or unavailability; congestion; technical errors; unauthorized human intervention; human errors; or the delayed, incorrect or inaccurate capture of Entry or other information, or failure to capture any such information. Entrants and the Entry and all elements thereof must comply with the requirements and all other terms in these Official Rules or will be disqualified.

YOUR USE OF SOCIAL MEDIA: While you may tag, forward or share information about the Promotion with family, friends and direct known contacts, please do not engage in phishing or spamming. Entrants’ use of the respective social media platform used to facilitate or advertise this Promotion, as applicable, must comply with and be in accordance with its respective Terms of Use, Terms of Service, Guidelines and Policies. This Promotion is in no way sponsored, endorsed or administered by any Social Media Platform used to facilitate or advertise this Promotion.

YOUR USE OF A MOBILE DEVICE: If an Entrant is participating in the Promotion via a mobile device, message and data rates may apply. Entrant should consult his/her wireless service provider regarding its pricing plans. Participation may not be available on all mobile devices, as not all mobile devices or cellular telephone providers have the capabilities or carry the service necessary to participate in the stated methods of Entry. Consent is not a condition of purchase.

RANDOM DRAWING/ODDS/PRIZE NOTIFICATION: At the end of the Promotion Period a random drawing will be conducted by Sponsor (or its authorized representative) on or within approx. fifteen working days to select ten (10) potential Grand Prize winners from all eligible Entries received during the Promotion Period. Odds of winning depend on number of eligible Entries received during the Promotion Period. Potential winners will be notified via email address approximately ten (10) working days from the drawing. Potential winners must respond within the time and in the manner specified in the notification, or they will forfeit the prize and an alternate potential Grand Prize winner may be randomly selected in Sponsor’s sole discretion. If a potential winner is unable for any reason to accept the prize in its entirety, refuses the prize, fails to timely respond, fails to (timely) provide or satisfy required documentation or follow instructions within the time specified by Sponsor, or is otherwise non-compliant, or found to be ineligible, they will forfeit the prize and an alternate potential winner may be randomly selected in Sponsor’s sole discretion. One additional attempt to notify an alternate potential winner will be made; thereafter, the prize will be forfeited. Promotion Entities shall have no liability for any prize or prize notification that is returned, intercepted, not received, not delivered, misdirected (i.e. into spam/junk folders), not timely acted upon, or otherwise not responded to by a potential winner for any reason whatsoever, and prize will be forfeited. Returned prizes will not be re-awarded. There will not be a second chance drawing.

PRIZE CLAIM REQUIREMENTS: Potential Grand Prize winners may be required to sign, have witnessed and return a Declaration of Eligibility, Liability and Publicity Release within the time specified by Sponsor, or else prize will be forfeited. Sponsor reserves the absolute right to require additional documentation with respect to prize award as necessary in its sole discretion. Prize notification does not confer winner status; prize award is subject to verification of eligibility and compliance with the requirements in these Rules. Promotion Entities are not responsible for any undelivered calls, messages, e-mails, or any other communications, including but not limited to those that are not received because of any privacy, junk or spam filter settings that may divert any notification, prize or other Promotion related e-mail to a spam or junk folder.

PRIZES/APPROXIMATE RETAIL VALUE (“ARV”): Prize awards are subject to verification of eligibility and compliance with these Official Rules.

Grand Prizes (10): One-year free Philo base subscription (ARV: $300 each). Total ARV of all prizes: $3,000.

Limit one (1) prize per person/household. Subject to verification and eligibility, winners will continue to receive their monthly bill for 12 months with a reflected charge of $0 for the base Plan; thereafter, their paid monthly subscription will continue, unless canceled in accordance with the cancellation policies provided at https://about.philo.com/terms/. Prizes are non-assignable, non-transferable and no prize substitution or exchange in whole or in part will be allowed, except by Sponsor who reserves the right to substitute a prize or any part thereof with a prize or part thereof of equal or greater value. Prizes are not redeemable for cash; any difference between the actual value and ARV of the prize will not be awarded as cash, or otherwise. E-card, gift card, or coupon used as prize(s) if any, are for promotional purposes only, will not be returned or refunded in whole or in part, by Sponsor if lost, stolen, misplaced, damaged, destroyed or illegible and are subject to the terms and conditions of issuer, including expiry dates and exclusions unless prohibited by applicable law. Winners are solely responsible for use/misuse of prize and all costs and expenses not expressly set forth as being included herein. Prize(s) will be awarded only provided sufficient eligible Entries are received. Prize must be accepted in its entirety or will be forfeited. Only the description and number of prize(s) stated in these Official Rules is available to be won in the Promotion. In no event will Promotion Entities be responsible to award more than the stated number of prizes herein. If because of technical, typographical, mechanical or other errors or for any other reason, there are more claims for a prize than prizes offered as stated in these Official Rules, a random drawing will be held among all eligible non-suspect claimants in such category to award such prize. Winners agree that prize is personal to them, and may not be assigned, exchanged, transferred, donated or otherwise conveyed.

PRIZES AND ANY AND ALL ELEMENTS THEREOF ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW LIMITATIONS OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES.

TAXES: All applicable local, state, and federal taxes, and reporting obligations (if any) and all expenses not specifically stated herein are solely the responsibility of a U.S. prize winner.

PUBLICITY RIGHTS: By participating in the Promotion and/or accepting a prize, Entrants and confirmed winner(s) as applicable grant (and agree to confirm that grant in writing) a perpetual, worldwide, royalty-free, and non-exclusive license to use, mention, commercially exploit, produce, reproduce, distribute, transmit, publish, publicly perform, publicly display, broadcast, exhibit and create a derivative work from (“use”) any Entry in whole or in part that Entrant submits to this Promotion (and all content therein) in whole and in part, and the right to use their name, biographical information, likeness, image, voice, and statements (any of which may be in altered, combined, composite or condensed format) in any and all media now known or hereinafter developed (including but not limited to the Promotion Entities’ and (unrelated) third parties’ websites, digital and off-line social media, marketing and advertising properties) in support of the marketing, business, commercial and any other purposes of the Sponsor without notice, review or approval and without additional compensation except where prohibited by law.

ASSIGNMENT OF OWNERSHIP IN AND TO SURVEY RESPONSES: In consideration for the opportunity to participate in the Promotion by submitting an Entry (survey), at the time an Entry is submitted and whether or not selected as a winner, Entrants irrevocably transfer and assign in its entirety in perpetuity to Sponsor all right, title and interest (full transfer of ownership) in and to their Entry and all content therein including but not limited to, the right to secure the copyright and the registration, renewal, derivative and moral rights relating thereto and all income, royalties, and payments now or hereafter due or payable with respect thereto (and agree to execute all documents and perform all acts deemed necessary by Sponsor to perfect and record the transfer and assignment) throughout the world, without any restriction or obligation as to use (“Assignment”). Entrants understand and agree by granting this Assignment their Entry may be modified, edited, distorted, used in whole or in part, alone or in combination with other works, used in illusory or composite form, or in any other manner, as solely determined by Sponsor in any media and medium whatsoever now known or hereinafter developed (including without limitation print, broadcast, radio, internet, and posted throughout Sponsor’s and (unrelated) third parties’ digital, on-line, and off-line social media, marketing and advertising properties, and/or any other media/medium through-out the world) without further compensation or review.

PRIVACY: Please refer to Sponsor’s Privacy Policy for information about how your information is collected, used and disclosed by the Sponsor. By entering this Promotion, without limiting any other provision, each Entrant expressly consents to the Sponsor and its authorized representatives collecting, storing, sharing and using the Entry and all information contained or submitted with Entry for the purpose of administering the Promotion, prize award and fulfillment, and in accordance with these Official Rules and the aforementioned Privacy Policy.

GENERAL TERMS: If, for any reason, the Promotion, or any element thereof is not capable of running as planned or by reason of causes which Sponsor deems, in its sole opinion, could corrupt or affect the administration, security, fairness, integrity or proper conduct of the Promotion or any part thereof, Sponsor reserves the right in its discretion to cancel, terminate, modify or suspend the Promotion, or any element thereof and select the winner(s) (for the applicable prize) from eligible Entries received prior to the action or as otherwise may be deemed fair in its absolute discretion. Persons suspected of tampering with or abusing any aspect of this Promotion or any Website, app or platform, as solely determined by the Sponsor, will be disqualified. ANY ATTEMPT BY ANY PERSON TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROMOTION IS IN VIOLATION OF CRIMINAL AND CIVIL LAWS, AND SHOULD SUCH AN ATTEMPT BE MADE, PROMOTION ENTITIES RESERVE THE RIGHT TO SEEK REMEDIES AND DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING CRIMINAL PROSECUTION. Promotion Entities are not responsible for injury or damage to Entrants’ or to any other person's computer or mobile device related to or resulting from participating in the Promotion or downloading materials from or use of any Website, app or platform.

FORCE MAJEURE: Promotion Entities shall not be liable to any winner(s) or any other person or entity for failure to execute the Promotion or any part thereof, or supply a prize in whole or in part, by reason of any act of God, any action(s), regulation(s) order(s) or request(s) by any governmental or quasi-governmental entity (whether or not the action(s), regulation(s), order(s) or request(s) prove(s) to be invalid), equipment failure, terrorist acts, earthquake, war, fire, flood, explosion, unusually severe weather, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, cancellation or interruption of service, epidemic or pandemic, or any similar or dissimilar event beyond their reasonable control.

INDEMNIFICATION AND RELEASE: TO THE MAXIMUM EXTENT PERMITTED BY LAW, ENTRANTS AND WINNER(S) AGREE TO WAIVE, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS (“RELEASE”) SPONSOR AND ALL OTHER PROMOTION ENTITIES, THEIR PARENTS, AFFILIATES, AND SUBSIDIARIES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, AND AY APPLICABLE SOCIAL MEDIA PLATFORM (“RELEASED PARTIES”) FROM AND AGAINST ANY AND ALL THREATENED OR ACTUAL ACTIONS, LIABILITIES, CLAIMS, DEMANDS, LOSSES, LAWSUITS, JUDGMENTS, SETTLEMENTS, FINES, DAMAGES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEY FEES) WHETHER OR NOT LITIGATION IS COMMENCED (“DISPUTES”) ARISING AT ANY TIME FROM THE PROMOTION AND ANY ELEMENT THEREOF; THE ENTRY (IN WHOLE OR IN PART); PARTICIPATION IN ANY PROMOTION AND/OR PRIZE-RELATED ACTIVITY, OR INABILITY TO RECEIVE OR PARTICIPATE IN THE PROMOTION, OR ANY PART THEREOF; THE DELIVERY, ACCEPTANCE, USE, MIS-USE OF A PRIZE OR ANY ELEMENT THEREOF, OR ANY FAILURE WITH RESPECT THERETO BY ANY PERSON OR ENTITY; PERSONAL INJURIES INCLUDING DEATH OR DISABILITY, DAMAGE TO OR DESTRUCTION OF PROPERTY, VIOLATION OF ANY RIGHTS OF PUBLICITY OR PRIVACY, DEFAMATION OR PORTRAYAL IN A FALSE LIGHT (WHETHER INTENTIONAL OR UNINTENTIONAL) WHETHER UNDER A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR OTHER THEORY ARISING FROM OR RELATING DIRECTLY OR INDIRECTLY TO THE PROMOTION OR A PRIZE AND ANY ELEMENT THEREOF; ANY ACT, DEFAULT, OMISSION, NON-COMPLIANCE, AND/OR A VIOLATION OR BREACH OF ANY LAW OR AGREEMENT, REPRESENTATION, WARRANTY OR COVENANT MADE HEREIN, OR ANY OTHER AGREEMENTS BY/WITH ENTRANT, THE SPONSOR AND/OR ANY OTHER PROMOTION ENTITY OR RELEASED PARTY, OR ANY OTHER THIRD-PERSON OR ENTITY WHO MAY NOT BE A PARTY TO THESE RULES. To the maximum extent permitted by law, Entrants and winner(s) covenant not to sue any Released Party or cause them to be sued regarding any matter released above; and further covenant not to disaffirm, limit or rescind this release. A waiver by one or more of the Promotion Entities of any term in these Official Rules does not constitute a waiver of any other provision. Any invalid, illegal or unenforceable provision shall be deemed severed from these Official Rules only to the extent of its invalidity, illegality or unenforceability, and these Official Rules shall be construed and enforced as if they did not contain the stricken provision.

In no event will the Promotion Entities be responsible or liable for any damages or losses of any kind, including INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES arising out of participation (or inability to participate) in the Promotion or any Promotion or prize-related activities, or any element thereof.

DISPUTES/ARBITRATION: THIS PROMOTION AND ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THESE OFFICIAL RULES, OR THE RIGHTS AND OBLIGATIONS OF ENTRANT OR SPONSOR IN CONNECTION WITH THE PROMOTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE UNITED STATES AND THE STATE OF CALIFORNIA WITHOUT RESPECT TO CONFLICT OF LAW DOCTRINES. As a condition of participating in this Promotion and/or receiving a prize, to the fullest extent permitted by law, Entrants, and winners agree that any and all disputes that cannot be resolved between the parties and causes of action arising out of or connected with this Promotion shall be resolved individually, without resort to any form of class action or a jury trial, exclusively before a neutral, binding one person arbitration panel located in San Francisco, CA having jurisdiction. Under no circumstances will Entrant be permitted to obtain awards for, and Entrant hereby waives all rights to claim punitive, incidental, consequential, and any other damages (other than for actual out-of-pocket expenses) and any and all rights to have damages multiplied or otherwise increased.

Winner List: The name of the prize winner(s) will be provided on the Website after winner verification until approx. two weeks following the end of the Promotion.

SPONSOR: Philo, Inc. 225 Green Street, San Francisco, CA 94111.

Philo Edu Terms of Service Agreement

Last Updated: November 13, 2017

Welcome to Philo Edu, which is operated by Philo, Inc. ("Philo", "we", "us" or "our"). Please read this Edu Terms of Service Agreement ("Agreement") carefully, as it constitutes a legally binding agreement and applies to your use of Philo’s on-campus, private network video streaming service for colleges, universities and other higher learning institutions, including without limitation (a) any such service provided via www.philo.com, www.tivli.com, backend.tv, and all corresponding Philo Edu-related domains, subdomains, web pages and websites associated therewith (collectively, "Site"), (b) the Philo Edu app/channel on mobile, console and other IP-enabled devices and platforms, including without limitation Apple iOS, Apple TV, Android, Chromecast and Roku, and (c) all other features, functionality, content applications and services offered by us as a part of our on-campus, private network video streaming service for colleges, universities and other higher learning institutions, including without limitation all associated application/device-based features and related technology (e.g., apps, APIs, widgets, etc.) (subsection (a), (b) and (c) above shall collectively be referred to as the "Edu Services"). The Edu Services do not include any other Philo websites, applications or other services or products, including without limitation the general Philo video streaming service that provides live and time-shifted television programming, which is subject to the Terms of Service.

THIS AGREEMENT INCLUDES WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY THAT SHOULD BE CAREFULLY REVIEWED AND CONSIDERED PRIOR TO ANY USE OF THE SERVICES.

This Agreement does not cover other services, websites or any corresponding content, features or activities made available by any other third party, unless specifically stated.

This Agreement applies to all users of the Edu Services ("User", "you" or "your"), whether you are accessing them via a personal computer, a wireless or mobile device or any other IP-enabled technology (each, a "Device"). By using the Edu Services, you acknowledge and agree that you shall comply with this Agreement and any additional terms and conditions that we provide to you in connection with the Edu Services (e.g., ecommerce terms, software licenses, social media terms, etc.) ("Additional Terms"). The Edu Services’ Privacy Policy ("Edu Privacy Policy") and the Additional Terms are hereby incorporated into this Agreement by reference as though fully set forth herein.

1. Term. This Agreement shall remain in effect while you use The Edu Services. You may terminate your use of or registration for The Edu Services at any time, for any reason, and Philo may terminate your use of or registration to the Edu Services in the event you breach this Agreement and/or in the event you are no longer eligible to receive the Edu Services.

2. Modifications. We may modify this Agreement from time to time without notice to you for any reason. We will post or display notices of material changes on the Edu Services and/or e-mail you or notify you upon login about these changes–the form of such notice is at our discretion. Once we post or make them available on the Edu Services, these changes become effective immediately and if you use the Edu Services after they become effective it will signify your agreement to be bound by the changes. We recommend that you check back frequently and review this Agreement regularly so you are aware of the most current rights and obligations that apply to you.

3. The Services. Philo makes available to Users real-time streams of video programming content (e.g., national and local television programming, including news, sports, movies, dramas, sitcoms, live events, etc.) ("Video Content") via its proprietary, IP-based content delivery platform, and provides a suite of related features and functionality, including digital video recording (DVR) capabilities, program guides, video-on-demand features, social networking functionality, notification services and other content and resources ("Philo Platform"). By using the Edu Services, you authorize and instruct Philo to record Video Content on the Philo Platform based on your preferences and history receiving the Edu Services and using the Philo Platform.

4. Compliance. By using the Edu Services, you represent and warrant that (a) you are 13 years of age or older, (b) your use of the Edu Services does not violate any applicable law, rule or regulation and (c) you shall comply with all applicable cable subscriber terms, Video Content provider/programmer terms, terms, requirements and codes of conduct and other dwelling/facility (e.g., residential facility, multiple dwelling unit, etc.) ("Facility") or any owner or operator of any Facility and any other terms and conditions instituted by third parties applicable to your use of any Video Content made available in connection with the Edu Services.

5. Access. In order to access and use the Edu Services, you are required to input a username, password and/or other authentication combination (whether associated with a Facility (or any owner or operator thereof), a social networking platform (e.g., Facebook, etc.) and/or otherwise) ("User Credentials") and provide certain additional information, which may include your email address, legal name and age (collectively, "User Information"). You represent and warrant that all User Information is truthful and accurate. You agree to maintain the strict confidentiality of your User Credentials and to not share your User Credentials with any other person. You are responsible for any use of the Edu Services by anyone using your User Credentials, so it is critical that you do not share your User Credentials with anyone and promptly notify Philo of any unauthorized use thereof. We reserve the right to deny access and use to any User if we believe there is a question about the identity of the person trying to access any account or element of the Edu Services.

6. Network Requirements. Use of the Edu Services (including access to Video Content) may require that each User be located on the premises of the Facility and connected to a local authorized network (e.g., a wired or Wi-Fi-based connection to the data network of a Facility (or any owner or operator of a Facility), etc.). Philo reserves the right to authenticate and verify your location and corresponding network using your IP address, geo-location and any other information that you, your Facility or computer system provide to us, as well as any publicly available information. Our collection, use and storage of such information will be in compliance with the Edu Privacy Policy. Please see our FAQsfor additional information regarding network requirements and Philo’s authentication and verification processes.

7. Device Requirements. In order to access and use the Edu Services, you may be required to use Device(s) and other technology meeting certain system, configuration and other requirements established by Philo, its content partners, licensors and other third parties, such as platform, storefront and network operators (e.g., Roku, Apple, etc.) (collectively, "Operators"), and you are responsible for ensuring that your Device(s) and other technology meet all such requirements. You agree that certain Devices or operating systems thereon may not support all features available in the Philo application (for example, closed caption display and/or configuration), and that you understand that to access such features via the Edu Services you may need to upgrade your Device (or its operating system) and/or other technology. A list of currently supported devices can be found here. In addition, you are responsible for any data access, network and/or other service rates and charges you may incur in connection with your Device and use of the Edu Services.

8. Personal Information. We respect your privacy and the use and protection of your personally identifiable information. In the course of your use of the Edu Services, you may be asked to provide certain personal information to us (such information referred to hereinafter as "Personal Information"). Our information collection and use policies with respect to the privacy of such Personal Information as set forth in the Edu Privacy Policy. We encourage you to read the Edu Privacy Policy, and to use it to help make informed decisions. You acknowledge and agree that you are solely responsible for the accuracy and content of Personal Information.

9. Proprietary Rights. As between you and Philo, Philo exclusively owns all right, title and interest in and to the Philo Platform and all material and information contained and/or made available on, through or in connection therewith (excluding Video Content owned by third parties) (collectively, "Philo Content"). The term "Philo Content" includes all graphics, computer code, software, interfaces, information, logos, copy, text and all copyrightable or otherwise legally protectable elements of the Edu Services, including the design, selection, sequence, look and feel and arrangement of the Edu Services, and any intellectual property and/or proprietary rights therein. Unless the context clearly requires otherwise or we explicitly set forth in writing, the term "Services" includes "Philo Content" as well.

10. Limited, Non-commercial Use. The Edu Services are to be used solely for your non-exclusive, non-transferable, non-commercial and personal use and for no other purposes. You must not alter, delete or conceal any copyright, trademark, service mark or other notices contained on the Edu Services. Except as expressly authorized by Philo, you shall not directly or indirectly reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast, sell, license or circulate to any third party (including on or via a third party website or platform), or otherwise use, the Edu Services any Video Content without the express authorization of Philo and the owner or duly licensed distributor. Any unauthorized or prohibited use of the Edu Services or any Video Content may subject you to civil liability, criminal prosecution, or both, under applicable law.

11. Third Party Services.

11.1 Social Media Services. Philo may enable you to log in to the Edu Services via third party online services, such as Facebook ("Social Media Services"). By logging into the Edu Services using account information from a Social Media Service, you agree that we may transmit your User Information to the providers of the applicable Social Media Services, but only to the extent such User Information is needed to enable such log in.

11.2 Other Third Party Services. We do not verify, endorse, or have any responsibility, obligation or liability for (a) URLs or hyperlinks referenced or included anywhere in connection with the Edu Services or any other form of link or re-direction of your connection to, with or through the Edu Services or (b) any third party websites, content, data, information, applications, goods, services or materials, including Social Media Services (collectively, "Third Party Services"). We encourage you to be aware when you leave the Edu Services and to read the terms and conditions and privacy policy of each Third Party Service you use.

11.3 Advertisements. From time to time, you may choose to communicate with, interact with, or obtain Third Party Services from our advertisers, sponsors, or other promotional partners (collectively, "Advertisers") found on or through the Edu Services or via a hyperlinked website or platform. All such communication, interaction and participation is strictly and solely between you and such Advertisers and we shall not be responsible or liable to you in any way in connection with these activities or transactions.

12. Video Content/Service Availability. Some or all of the Video Content made available in connection with the Edu Services is provided from third parties and such Video Content may be added, deleted or disabled from the Edu Services from time to time and Philo made add, delete, disable or modify some or all of the Edu Services at any time. Accordingly, you acknowledge and agree that (a) you may no longer be able to receive Video Content and/or use the Edu Services to the same extent, or at all, as prior to such change or discontinuation and (b) Philo shall have no obligation or liability to you in such case. Philo may also impose limits on the use of or access to certain features or portions of the Video Content or the Edu Services, in any case and without notice or liability to you. By way of example, and not limitation, not all Users of the Edu Services, depending upon the User’s geographic location, equipment, Device, and other factors, will have access to all aspects of the Edu Services.

13. Objectionable Material. You understand that by using the Edu Services, you may encounter Video Content that may be deemed offensive, indecent or objectionable, which Video Content may or may not be identified as such, and Philo shall have no liability to you for Video Content that is offensive, indecent, or objectionable.

14. User Conduct. You are solely responsible for your conduct in connection with the Edu Services and agree that, while using the Edu Services, you shall not:

(1) engage in or encourage conduct that would violate any applicable law or violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity or other rights of ours or of any other third party; (2) use the Edu Services for commercial or business purposes, including content redistribution, advertising, marketing or offering goods or services or exploitation of information or material obtained on or in connection with the Edu Services; (3) disrupt, impair, or interfere with the use, features, function, operation or maintenance of the Edu Services or the rights or use or enjoyment of the Edu Services by any other user; (4) modify, reverse engineer, decompile or disassemble any part of the Edu Services, whether in whole or in part, or create any derivative works from any part of the Edu Services, or encourage, assist or authorize any other person to do so; or (5) engage in spamming, flooding, harvesting of email addresses or other personal information, "spidering", "screen scraping", "phishing", "database scraping", or any other activity with the purposes of obtaining lists of users or other information.

Philo reserves the right to investigate and take appropriate legal action against anyone who violates, or is suspected of violating, this Section 14, including reporting you to law enforcement authorities. Further, you agree that Philo may access, preserve and disclose your User Information and if required to do so by law or if based on a good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with the legal process; (ii) enforce this Agreement; (iii) respond to claims that any content or information violates the rights of any third party; (iv) respond to your requests for customer or technical service; or (v) protect the rights, property or personal safety of Philo, users or any third parties.

15. Digital Millennium Copyright Act.

15.1 If you are a copyright owner and believe that any content on the Edu Services infringes upon your copyrights, your may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Designated Agent (as set forth below) with the following information in writing (see 17 U.S.C. 512(c)(3) for further details):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Edu Services are covered by a single notification, a representative list of such works on the Edu Services;

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;

• Information reasonably sufficient to permit us to contact the you, such as an address, telephone number, and, if applicable, e-mail address;

• A statement that the you have has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and

• A statement that the information in the notification is accurate and, under penalty of perjury, that you are is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Written notification of claimed infringement must be submitted to the following Designated Agent:

Name and Address of Designated Agent:

Philo Copyright Agent c/o Philo, Inc.

225 Green St.

San Francisco, CA 94111

Telephone Number of Designated Agent: 1 (415) 936-1515

Email Address of Designated Agent: dmca-agent@philo.com

We may notify the Facility (or any owner or operator thereof) of any such claimed infringement. For clarity, only DMCA notices should be sent to the Designated Agent and any other feedback, comments, requests for technical support, and other communications should be directed to Philo customer service by sending an email to support@philo.com. If a Claimant fails to comply with all of the requirements of this Section 17, its DMCA notice may not be valid.

15.2 If a copyright owner or its agent believes that its content (which was removed or to which access was disabled) is non-infringing, or that it has the authorization from the copyright owner or its agent, or pursuant to applicable law, to make such content available to Philo for use on the Edu Services, the Claimant may send a counter-notice containing the following information to our Copyright Agent:

• The copyright owner’s or its agent’s physical or electronic signature;

• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

• A statement that the copyright owner or its agent has a good faith belief that the content was removed or disabled as a result of a mistake or a misidentification of the content; and

• The copyright owner’s or its agent’s name, address, telephone number, and, if applicable, e-mail address, and a statement that the copyright owner or its agent shall accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by our Copyright Agent, Philo may send a copy of the counter-notice to (i) the Claimant informing it that it may replace the removed content or cease disabling it in 10 business days, and (ii) the Facility (or any owner or operator thereof). Unless the copyright owner or its agent files an action seeking a court order against Philo or the User, the removed content may be replaced, or access to it restored, in 10 business days or more after receipt of the counter-notice, at Philo’s sole discretion.

16. Customer Support. For assistance with technical issues, please refer to our online support page at http://philo.com/support or contact support@philo.com.

17. DISCLAIMER AND LIMITATIONS OF LIABILITY. THE SERVICES AND ALL VIDEO CONTENT MADE AVAILABLE ON, THROUGH OR IN CONNECTION THEREWITH, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SERVICES OR THE VIDEO CONTENT WILL BE AVAILABLE FOR USE, OR THAT ANY FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. ALL IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS RELATING TO THE SERVICES OR ANY VIDEO CONTENT ARE HEREBY DISCLAIMED. Without limiting any agreement or code of conduct between you and the Facility (or any owner or operator thereof), this Agreement contains the entire understanding and agreement between you and Philo concerning the Services provided or performed and supersedes any and all prior or inconsistent understandings relating to such Services and your use thereof. This Agreement cannot be changed or terminated orally. If any provision of this Agreement is held to be illegal, invalid or unenforceable, this shall not affect any other provisions and this Agreement shall be deemed amended to the extent necessary to make it legal, valid and enforceable. The terms "include," "includes," and "including," whether or not capitalized, mean "include, but are not limited to," "includes, but is not limited to," and "including, but not limited to," respectively and are to be construed as inclusive, not exclusive. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement. The failure of Company to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision.

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, PHILO, THE FACILITY (AND ALL OWNERS AND OPERATORS THEREOF) AND THEIR RESPECTIVE AFFILIATES, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, AND OPERATORS SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING OUT OF ANY USE OF THE SERVICES OR THIS AGREEMENT.

You further understand and acknowledge the capacity of the Edu Services, in the aggregate and for each user, is limited. Consequently, some features or functions may be restricted or delayed or become completely inoperable.

WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, PHILO DISCLAIMS ALL LIABILITY RELATED TO USER NOTIFICATIONS DELIVERED VIA THE SERVICES. PHILO CANNOT GUARANTEE THAT YOU WILL RECEIVE MESSAGES VIA SUCH NOTIFICATION SYSTEM OR THAT SUCH MESSAGES WILL BE DELIVERED IN A TIMELY OR UNINTERRUPTED MANNER, AND PHILO SHALL HAVE NO LIABILITY (FOR NEGLIGENCE OR OTHERWISE) TO YOU OR ANY OTHER THIRD PARTY (INCLUDING WITHOUT LIMITATION LIABILITY FOR BODILY INJURY OR DEATH) FOR ANY FAILURE OR DEFICIENCY OF SUCH SYSTEM NOR FOR ANY DELAY OR FAILURE RELATED TO THE TRANSMISSION OR RECEIPT OF ANY MESSAGES VIA SUCH SYSTEM.

Some jurisdictions do not allow for the exclusion of certain warranties or certain limitations on damages and remedies; accordingly some of the exclusions and limitations described in this Agreement may not apply to you.

18. Governing Law; Miscellaneous.

18.1 Without limiting any agreement or code of conduct between you and the Facility (or any owner or operator thereof), this Agreement contains the entire understanding and agreement between you and Philo concerning the Edu Services provided or performed and supersedes any and all prior or inconsistent understandings relating to such Services and your use thereof. This Agreement cannot be changed or terminated orally. If any provision of this Agreement is held to be illegal, invalid or unenforceable, this shall not affect any other provisions and this Agreement shall be deemed amended to the extent necessary to make it legal, valid and enforceable. The terms "include," "includes," and "including," whether or not capitalized, mean "include, but are not limited to," "includes, but is not limited to," and "including, but not limited to," respectively and are to be construed as inclusive, not exclusive. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement. The failure of Company to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision.

18.2 This Agreement and your use of the Edu Services is governed by, construed and enforced in accordance with the internal substantive laws of the State of Massachusetts (notwithstanding the State’s conflict of laws provisions) applicable to contracts made, executed and wholly performed in Massachusetts , and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State of Massachusetts and agree you shall not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, REGARDING YOUR USE OF THE SERVICES OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.

18.3 This Agreement, and any rights, licenses and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by Philo without restriction, notice or other obligation to you.

The Edu Services are controlled and operated by Philo from its offices in the U.S. Philo makes no representation or warranty that the Edu Services are legal, appropriate or available for use in other locations. Those who choose to access the Edu Services from other locations do so at their own risk and are responsible for compliance with any and all local laws, rules and regulation, if and to the extent local laws, rules and regulations are applicable. No software made available in connection with the Edu Services may be downloaded, exported or re-exported into (or to a national or resident of) any countries that are subject to U.S. export restrictions.

This Agreement was last modified on the date indicated above and is effective immediately.

Copyright © Philo, Inc.