Last Updated and Effective: December 9, 2024

Hello and welcome to Philo! We are glad to have you join us on our journey to create a better way to watch television.

PLEASE READ THIS AGREEMENT CAREFULLY BECAUSE IT GOVERNS THE RELATIONSHIP BETWEEN YOU AND PHILO (REFERRED TO IN THIS AGREEMENT AS "PHILO," "WE," "US," AND "OUR") AND YOUR USE OF OUR SERVICES.

THIS AGREEMENT INCLUDES AN EXPLANATION OF HOW DISPUTES BETWEEN YOU AND US ARE TO BE RESOLVED, INCLUDING THAT ANY DISPUTES MUST BE SUBMITTED TO BINDING AND FINAL ARBITRATION AND THAT YOU MAY ONLY BRING CLAIMS AGAINST US ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY CLASS ACTION (see Section 14, Dispute Resolution and Arbitration).

THIS AGREEMENT ALSO INCLUDES DISCLAIMERS OF CERTAIN ASSURANCES ABOUT OUR SERVICES (see Section 15, Disclaimers; No Warranty), LIMITATIONS ON OUR POTENTIAL LIABILITY FOR THE AMOUNT AND TYPES OF DAMAGES (see Section 16, Limitation of Liability), AND A LIMITATION ON THE PERIOD OF TIME YOU HAVE TO START A LEGAL ACTION AGAINST US (see Section 14(p)), Dispute Resolution and Arbitration).

By using our Services, you agree to be legally bound by this Agreement. We may amend this Agreement from time to time, and it may be necessary for you to agree to additional terms and conditions to continue use of our Services. Your use of our Services after it is amended means you agree to the amendments. Amendments will be effective immediately or, if required by law, 30 days after notice to you, which may be given by posting the amendments on our Services, by text message or by electronic or conventional mail. If you do not agree to any amendment, you may not use our Services, and you may receive a pro-rated refund for any of your pre-paid fees for our Services you do not use by contacting us through philo.com/contact within 30 days of the effective date of the amendment.

1. General

   This Agreement covers these Services: (a) the philo.com website and all corresponding domains, subdomains, and web pages associated with it (collectively, the "Website"), and (b) 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 to which the Video Content is delivered, including desktop computers, mobile phones, tablets, and connected television devices. The Services also include our proprietary, IP-based content delivery platform that 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.

   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. You are authorized to use our Services only if and for so long as you agree to abide by all applicable laws, rules and regulations and this Agreement.

2. Registration

   You must be at least 18¹ to register for an account with us ("Account"). Philo will use the information you provide when creating your Account and using our Services in accordance with Philo's Privacy Policy (https://www.philo.com/privacy). Other members of your household living at the same address that are at least 16 years old may create profiles connected to your Account. If you believe that your Account information has been compromised or that your Account has been accessed by a third party, you should immediately notify us through philo.com/contact.

   You are solely responsible for all uses of your Account, regardless of whether you authorized such use, and for ensuring that all use of your Account complies fully with this Agreement. You agree that you will maintain and promptly update your information so that it remains current, complete, truthful, and accurate. You are solely responsible for your own losses and losses incurred by Philo and others due to any unauthorized use of your Account. In our discretion, we reserve the right to deny the creation of any Account, and the right to deny use of our Services for any reason. Cancellation of your Account for violation of this Agreement may result in the loss of data or purchases associated with your Account.

   If you use your mobile phone number in connection with our Services, you agree that we may contact you via phone or text message for administrative purposes, including telling you about changes to features or terms of our Services and providing you with updates about your subscription. Your mobile or wireless device carrier's message and data rates may apply to any messages sent to you from us and to us from you, even for Services for which Philo does not charge a fee. You are solely responsible for any carrier fees or charges incurred in connection with our Services. Your consent to providing your mobile number and receiving text messages is not a condition of purchase. If you provide a mobile phone number and opt into Philo's text-messaging program, certain additional terms apply to that program (see Philo Text Message Program Terms).

   _{1. You must be at least 19 in Alabama and Nebraska, and 21 in Mississippi.}

3. Subscriptions, Auto-Renewal and Cancellation

   Please review each product description, the cost, applicable taxes, fees, and surcharges, and subscription term carefully before ordering or paying. We may offer multiple subscription types/tiers, some of which may be offered only to certain current or potential subscribers in our sole discretion. At the beginning of each new subscription term, the cost of each subscription plus applicable taxes, fees, and surcharges will automatically be charged to your Account without further notice. The price of your subscription may change, and we will notify you of any changes. You may contact us through philo.com/contact to request that we email you a receipt of each month's charges.

   After completing your subscription order, you will receive a confirmation of the transaction and auto-renewal. You consent to receiving the confirmation via email to the email address, or if you have not provided an email address, the mobile number, connected to your Account. As with all transactions, you may print and retain a copy of your confirmation for your reference. You may request instead to receive a hard copy via regular mail.

   By creating your Account, you are agreeing to pay for all transactions made through your Account, including recurring charges for subscriptions that are not cancelled prior to their automatically renewing, and authorizing us to charge your payment method for these transactions. Unless we are required by law or you do not agree to this Agreement, 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 products, prices and promotions are no longer valid once they expire or are changed.

   Prices listed do not include sales tax. Applicable sales tax will be calculated and added at the time you complete a transaction.

   Subscriptions are for the term described at the time you subscribe and renew automatically unless you cancel by contacting us through philo.com/contact to request a cancellation or by signing in to your Account page, and following the cancellation instructions. For certain third-party billers, e.g., Amazon, Roku, or Apple, you will be directed to their application or website to manage your subscription and cancellation. Cancellation will take effect at the end of the then current subscription term. To avoid being charged for the next renewed subscription term, you must cancel at least 24 hours before the next renewal billing date. You can view your subscription renewal dates in your Account settings. For certain third-party billers, the cancellation will not be reflected in your Account until you reach the end of your billing cycle.

   Further information about managing your subscriptions is available at help.philo.com.

4. Equipment

   Your use of our Services requires compatible devices, a high-speed internet connection and certain software that may require periodic updates, and our Services may be affected by the performance of these devices, connection, and software. You are responsible for obtaining, maintaining, and paying for all devices, connectivity, and software needed to use our Services.

5. Free Trials

   When you sign up for an Account, our Services may begin with a free trial period. During the trial period, you will be asked to provide additional information, which may include your name, email address and/or mobile phone number, billing zip code, and payment method information. At the end of the trial period and each subsequent billing period, if you have not cancelled your subscription, you will be charged for the Service. To avoid any charges, you must cancel your subscription prior to expiration of the free trial period. There is a limit of one free trial per household. See complete Philo Free Trial Offer Terms and Conditions here.

6. Promotional Offers & Discounts

   From time to time, we may make promotional offers. These offers may be available only to select subscribers or subscriptions, may be limited in time and/or geographic area, 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 (e.g., a discount 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 (e.g., a lower rate for the first 2 months of your subscription). We may provide promotional offers to you directly or through third parties; if from a third party, you will be subject to any additional terms and conditions prescribed by the third party, including their right to modify or cancel that offer. Typically, promotional offers cannot be combined; however, certain offers may be redeemed in addition to any free trial period. 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 Promotions Offers Terms and Conditions which apply to all of our promotional offers.

7. Children and Parental Controls

   Some Video Content may be objectionable or age-inappropriate for some viewers. The Services are not intended to be used by children under 16 without approval of a parent or guardian. As the parent or legal guardian, you are responsible for the use of your Account and our Services by your children.

8. Video Content and Video Streams

   Video Content on our Services may be viewed only through your Account and cannot be transferred outside of your Account. Each Account can view up to a maximum of three video streams concurrently. Certain variables are out of our control, including, among others, availability of Video Content from our third party providers, the speed of your broadband or network connection, compatibility between the Video Content's format and the device you use to access it, and any restrictions that may be imposed on the Video Content by our third party providers, and these variables may cause delays, technical difficulties, or an inability to view the Video Content. Digital versions of some Video Content may be different from the original formatted content or previously released versions of the same titled content.

   Video Content may be available 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 may be 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 comprises live or near-live transmissions of live events and may be viewed at the time of, and simultaneously with, the occurrence of the events themselves and may also be available for an extended period past the occurrence of the event. When you access Live Stream Content, you may be unable to view any part of it that occurred prior to the start of your viewing. We have no control over the start, duration or end of the event or its content (including, among other things, its quality or suitability).

   Ad Supported Content is Video Content that contains advertising, marketing, or other promotional materials (together, the "Promotional Materials"). Ad Supported Content may include Promotional Materials that may delay or interrupt its playback. You may not be able to skip or fast forward through Promotional Materials. We do not endorse any third-party Promotional Materials in any manner and give no warranty or other assurance in relation to any products or services featured in Promotional Materials.

9. Your Use of our Services

   The Services are licensed to you solely for your private, non-exclusive, non-transferable, non-commercial, limited, and revocable use solely in the United States of America and its territories and commonwealths. All rights in our Services, including all software, data, and content, in or used in connection with our Services, belong to us or third parties and all rights and goodwill associated with our Services remain with us or those third parties. Any unauthorized use, reproduction or distribution of any copyrighted materials, trade dress, marks, or any other intellectual property belonging to us, or any third party, is strictly prohibited. This is not an agreement for sale or assignment of any rights in our Services. The purchase of a license to stream or temporarily download any Video Content does not create an ownership interest in the Video Content. All rights, interests, and remedies in connection with our Services are reserved except as otherwise expressly stated in this Agreement.

10. Restrictions on Use

    You agree that, in connection with our Services, you will not: modify, adapt, arrange, translate, reverse engineer, decompile, disassemble, reproduce, publish, transmit, publicly display, publicly perform, participate in the transfer or sale of, create derivative works from, or in any way exploit, any portion of our Services; damage, interfere with, or disrupt our Services; engage in any conduct that, in Philo's discretion, restricts or inhibits anyone's use or enjoyment of our Services, or may harm Philo or users of our Services or expose us or them to liability; use any automatic means to access our Services; or circumvent any security, encryption, authentication, digital rights management, or technical features intended to prevent unauthorized use of our Services.

11. Maintenance and Changes to our Services

    From time to time, it may be necessary for us to provide automatic updates or upgrades to our Services, with or without notice, that may, cause a loss of data or content, or cause a loss of functionalities or utilities. You authorize us to provide these updates and upgrades, and you agree that we are not liable for any damages, loss of data, or loss of functionalities arising from those updates, upgrades, or maintenance services. We reserve the right at any time to change or discontinue any of our Services or any element or feature of our Services without notice or liability to you.

12. Termination / Suspension

    We reserve the right to suspend your Account for failure to make timely payments. In addition, we reserve the right to delete data for an Account that we determine is dormant. If we determine that you have violated this Agreement, we may take actions to protect our interests, including suspending your Account, automatically removing or blocking our Services, implementing upgrades or devices intended to discontinue unauthorized use, permanently or temporarily disabling any system or device through which you receive our Services, or relying on any other remedial efforts as necessary to remedy the violation. You agree that Philo will have no liability to you if your access to our Services is terminated.

13. Links

    Through our 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; we are not responsible for, and our linking to any other website should not be construed as an endorsement of, any of those websites or their content. If you decide to access linked third-party websites, you do it at your own risk.

14. Dispute Resolution and Arbitration: Binding Arbitration; Class Action Waiver; Time Limit for Claims

    1. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND HOW CLAIMS THAT YOU AND PHILO HAVE AGAINST EACH OTHER ARE RESOLVED.
    2. We believe that arbitration is a faster, more convenient, and less expensive way to resolve any disputes or disagreements we may have with each other. Therefore, YOU AND PHILO AGREE THAT ANY AND ALL DISPUTES OR CLAIMS, WHETHER BASED ON PAST, PRESENT, OR FUTURE EVENTS, ARISING OUT OF OR RELATING IN ANY WAY TO (I) THE PHILO PRODUCTS OR SERVICES OR ANY ADVERTISING OR MARKETING FOR THOSE PRODUCTS OR SERVICES, (II) ANY PURCHASES, INTERACTIONS OR OTHER TRANSACTIONS OR RELATIONSHIPS WITH PHILO, (III) ANY DATA OR INFORMATION YOU MAY PROVIDE TO PHILO OR THAT PHILO MAY GATHER IN CONNECTION WITH SUCH USES, INTERACTIONS, TRANSACTIONS OR RELATIONSHIPS, AND (IV) ANY ISSUES RELATED TO THIS AGREEMENT, INCLUDING AMONG OTHERS, QUESTIONS REGARDING ITS BREACH, VALIDITY, AND INTERPRETATION (ALL, "POTENTIAL DISPUTES"), WILL BE RESOLVED BY BINDING ARBITRATION BEFORE A SOLE ARBITRATOR (RATHER THAN IN COURT BEFORE A JURY). THIS ALSO INCLUDES ANY DISPUTES OR CLAIMS THAT AROSE BEFORE YOU ACCEPTED THIS AGREEMENT, REGARDLESS OF WHETHER PRIOR VERSIONS OF THIS AGREEMENT REQUIRED ARBITRATION.
    3. Arbitration uses a neutral arbitrator instead of a judge and jury. An arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms and conditions in this Agreement as a court would. The arbitrator, and not any federal, state, or local court or agency, will have the exclusive authority to resolve any Potential Disputes.
    4. Notwithstanding the provisions this Section 14, at your option, you may bring any claim you have against us in your local small claims court within the U.S., if your claim is within such court's jurisdictional limit; provided that such court does not have the authority to entertain any claims on a class or representative basis, or to consolidate or join the claims of other persons or parties who may be similarly situated in such proceeding.
    5. You may download or copy a form to initiate arbitration at https://www.jamsadr.com/. If you are required to pay a filing fee, after Philo receives notice at the Notice Address (see Subsection 14(l), below) that you have commenced arbitration, we will reimburse you for your payment of the filing fee. If the arbitrator finds that your claim is frivolous, you must reimburse Philo for the filing fee.
    6. YOU ARE GIVING UP THE RIGHT TO LITIGATE POTENTIAL DISPUTES IN COURT BEFORE A JUDGE OR JURY. The arbitration will be governed by the JAMS' then current Comprehensive Arbitration Rules and in accordance with the Expedited Procedures in those Rules, all as modified by the terms and conditions of this Agreement, and will be administered by JAMS. The JAMS rules and forms are available online at https://www.jamsadr.com/. In the event of any conflict between this Agreement and the JAMS Comprehensive Arbitration Rules, this Agreement will apply. If JAMS is unavailable or unwilling to administer an arbitration consistent with this Section 14, Philo and you will select an alternative arbitration provider that will administer the arbitration consistent with this Section 14 as written. If Philo and you cannot agree on an alternative arbitration provider, Philo and you will mutually petition a court of appropriate jurisdiction to appoint an arbitration provider that will administer an arbitration consistent with this Section 14.
    7. Philo will pay for all administrative and arbitration fees, including the arbitrator's compensation, and will reimburse you for any administrative and arbitration fees that you incur. If the arbitrator finds that your claim is frivolous, you must reimburse Philo for all administrative and arbitration fees, including the arbitrator's compensation. Philo and you will each bear the expense of its own counsel, experts, witnesses, and preparation and presentation of evidence at any arbitration hearing, except as may otherwise be required by applicable law.
    8. YOU AND WE AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, REPRESENTATIVE, CONSOLIDATED OR MASS ACTION. THIS ALSO INCLUDES ANY POTENTIAL DISPUTES THAT AROSE BEFORE YOU ACCEPTED THIS AGREEMENT, REGARDLESS OF WHETHER PRIOR VERSIONS OF THIS AGREEMENT REQUIRED THAT THE PROCEEDINGS BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither you nor Philo may join or consolidate claims by or against a third party or arbitrate or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity. The arbitration can resolve only your and/or Philo's individual claims, and the arbitrator will have no authority to entertain or arbitrate any claims on a class or representative basis, or to consolidate or join the claims of other persons or parties who may be similarly situated. If this Subsection 14(h) is held to be unenforceable, then the terms of this Section 14 related to arbitration will be null and void, and neither you nor Philo will be entitled to arbitrate the dispute; it must instead be brought in the state or federal courts in New York, located in New York City.
    9. Any arbitration will be confidential. Neither you, we, JAMS, nor the arbitrator may disclose the existence, content (including any oral or written submissions), or results of any arbitration, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award (see Subsection 14(p), below) or its enforcement, or unless otherwise required by law or judicial decision.
    10. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION OR SMALL CLAIMS COURT, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT ANY SUCH PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, REPRESENTATIVE, CONSOLIDATED OR MASS ACTION. Under such circumstances, except for an action within the exclusive jurisdiction of the federal courts, you and Philo agree that the courts of the State of New York located in New York City have exclusive jurisdiction to hear and determine any such claim, consent to the personal jurisdiction of any state court in New York City, News York and acknowledge that venue is proper in the State of New York. If any part of this Subsection 14(j) is found to be unenforceable, the remainder of Section 14 and this Subsection 14(j) will still be given full force and effect.
    11. Regardless of anything in this Section 14, you agree that the Federal Arbitration Act, applicable federal law, and laws of the State of New York, without regard to its conflict or choice of laws rules, will govern these Terms, as well as any dispute of any sort that might arise between you and Philo, whether in Arbitration or in a court of law, if legal proceedings in a court of law are permitted by these Terms. In any arbitration arising out of or related to this Agreement, the arbitrator will (1) apply internal laws of the State of New York consistent with the Federal Arbitration Act and applicable statutes of limitations, or, to the extent (if any) that federal law prevails, apply the law of the U.S., irrespective of any conflict of law principles; (2) entertain any motion to dismiss, motion to strike, motion for judgment on the pleadings, motion for complete or partial summary judgment, motion for summary adjudication, or any other dispositive motion consistent with New York or federal rules of procedure, as applicable; (3) honor claims of privilege recognized at law; and (4) have authority to award any form of legal or equitable relief, provided that, the arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, or any incidental, indirect or consequential damages, including without limitation, damages for lost profits, and the parties waive any right to recover any such damages.
    12. If you have a dispute and elect to seek arbitration or file a claim in small claims court, you must first send to Philo, by certified mail, a written notice of your claim that (1) describes the nature and basis of the claim or dispute, (2) sets forth the specific relief sought, and (3) includes a physical address and email address where you may be reached ("Notice"). The Notice must be addressed to: Philo, Inc., 225 Green Street, San Francisco, CA 94111, Attn: Chief Legal Officer ("Notice Address"). Within sixty (60) days beginning from the date the dispute notice is received by Philo, you and we will attempt to resolve any Potential Disputes through informal negotiation that requires an in person, telephonic, or video conference dispute resolution conference that addresses only the Potential Dispute. You may be represented by a lawyer, who may participate in the conference, and you will also need to personally participate. Philo will participate through our representatives, which may include our lawyer. All applicable statutes of limitation and defenses based upon the passage of time will be tolled while the procedures specified in this Subsection 14(l) are pending and for 15 calendar days thereafter.
    13. If Philo and you do not reach an agreement to resolve the claim before the sixty (60) day informal negotiation period expires and the completion of the dispute resolution conference is completed, but not before, you or we may initiate an arbitration proceeding regarding the Potential Disputes.
    14. If an in-person hearing is held for the arbitration, you may choose to have it held either: (I) in the county of your residence in the U.S. or (ii) in San Francisco, California.
    15. To increase the efficiency of administration and resolution of arbitrations, if 100 or more similar arbitration demands presented by or with the assistance or coordination of the same law firm or organization are submitted to JAMS or another arbitration provider (if JAMS is unavailable) against Philo, the arbitration provider will (1) administer the arbitration demands in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); (2) designate a single, different arbitrator for each batch (unless the parties agree otherwise); and (3) provide for a single filing set of fees (for example, if JAMS is the arbitration provider, one filing fee, case management fee, and arbitrator compensation fee) due per side per batch. You agree to cooperate in good faith with Philo and the arbitration provider to implement such a "batch approach" or other similar approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. This "Batch Arbitrations" provision will in no way be interpreted as authorizing class arbitration of any kind. Philo expressly reserves its right to raise unique defenses as to each claimant in connection with this process.
    16. The arbitrator will issue a written award supported by a statement of decision setting forth the arbitrator's complete determination of the dispute and the factual findings and legal conclusions relevant to it (an "Award"). Judgment upon the Award may be entered by any court having jurisdiction.
    17. YOU AGREE THAT REGARDLESS OF ANY LAW TO THE CONTRARY, YOU CANNOT FILE A CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO ANY POTENTIAL DISPUTES MORE THAN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE UNLESS ANY LAW PROHIBITS SELECTION OF A SHORTER LIMITATIONS PERIOD.
    18. Regardless of the arbitration provisions in this Section 14, either Philo or you may bring claims on an individual basis only for injunctive or other equitable relief in the state or federal courts in New York City, New York to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. On an individual basis means that neither you nor we can bring such claims as a class, collective, coordinated, consolidated, mass and/or representative action. 
    19. Philo may modify this Section 14 at any time, but such modifications (1) will not apply retroactively to Potential Disputes of which Philo had actual notice on or before the date of the modifications, and (2) will only become effective thirty (30) days after Philo has given notice of the modifications. Your use of our Services after the effective date of such modifications means you accepted the modifications. Any termination of the arbitration program will not be effective until 10 days after reasonable notice of termination of the arbitration program is given to you or as to Potential Disputes that arose prior to the date of termination.
    20. This Section 14 is intended to be a "written agreement to arbitrate" pursuant to the Federal Arbitration Act. You and Philo agree that this Section satisfies the "writing" requirement of the Federal Arbitration Act.

15. Disclaimers; No Warranty

    YOU AGREE THAT YOUR USE AND INSTALLATION OF OUR SERVICES IS AT YOUR OWN RISK, AND OUR SERVICES ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PHILO AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS, AND 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. THE COVERED PARTIES ALSO DISCLAIM ANY WARRANTY THAT (A) OUR SERVICES WILL MEET YOUR REQUIREMENTS, (B) OUR SERVICES' OPERATIONS WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE OR ERROR-FREE, AND (C) ANY INFORMATION OBTAINED FROM THE USE OF OUR SERVICES WILL BE COMPLETE, ACCURATE OR RELIABLE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THESE EXCLUSIONS MAY NOT APPLY TO YOU.

16. Limitation Of Liability

    YOU AGREE THAT IN NO EVENT WILL THE COVERED PARTIES OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING OUR 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 LIMITATION, DAMAGES FOR LOST PROFITS OR LOSS OF GOODWILL, USE, OR DATA (EVEN IF THEY 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 OUR SERVICES; (B) ACCESS TO OR ALTERATION OF YOUR PERSONAL INFORMATION OR OTHER INFORMATION IN AN UNAUTHORIZED MATTER; (C) REPRESENTATIONS OR CONDUCT OF ANY THIRD PARTY RELATED TO OUR SERVICES; OR (D) ANY OTHER MATTER RELATING TO OUR 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 OUR 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 THAT MAY NOT BE DISCLAIMED. YOU SPECIFICALLY ACKNOWLEDGE THAT THE COVERED PARTIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF OUR SERVICES OR THIRD PARTIES.

    SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.

    TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE COVERED PARTIES' AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, OUR 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 OUR SERVICES. THIS DOES NOT AFFECT ANY STATUTORY RIGHTS THAT MAY NOT BE DISCLAIMED.

17. Indemnification

    You agree to defend, indemnify, and hold harmless the Covered Parties, 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 our Services, (b) any content or materials that you submit or upload to or through our Services, (c) your unauthorized use of our Services or content or material obtained through our Services, (d) any violation of any law or regulation by you, and (e) your breach of this Agreement. Some jurisdictions restrict the use of indemnification clauses, so some of this section may not apply to you.

18. Third Party Content.

    The Services are owned and operated by Philo but include elements licensed from or provided by third parties. Philo is not a publisher of content supplied by third parties and users of our 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 our 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 our Services by anyone other than authorized Philo employee spokespersons while acting in their official capacities.

19. Trademarks

    Philo™ and all other Philo slogans, logos, layouts and presentations, and product and service names used on our Services are trademarks owned by us and protected by law. You agree not to display or use our trademarks, in any manner, without our prior written permission. Names, slogans, logos, and product and service names of third parties are the property of their respective owners. You are expressly forbidden to misuse, reproduce, or remove any of our or the third parties' trademarks.

20. Copyright

    All literary, artistic, and other elements of our Services, including, among other things, text, audio, video, recordings, graphics, charts, photographs, icons, computer code, software, interfaces, information, and the design, selection, and arrangement of content on our Services are the property of Philo or third parties.

    We also use proprietary algorithms to run certain software tools made available on our Services. These algorithms and all related software and technology are the sole and exclusive property of Philo and/or third parties and may not be used in any way by you except in connection with our Services as expressly authorized by this Agreement.

21. Content Submitted or Posted

    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 applicable rights, and the burden of determining whether any material is protected by such rights rests with you. You are solely liable for any damage resulting from any infringement of copyright, trademark, or other proprietary rights, or any other harm resulting from your misuse of a third party's proprietary rights. We may limit, remove, or delete any content or other information stored, submitted, or used in connection with our Services that we, in our sole discretion, deem to be in violation of this Agreement or any applicable federal, state, or local law, regulation, or ordinance, provided that our failure to do so does not relieve you of your liability in connection with your actions.

    Subject to our policies regarding privacy, any e-mails, notes, comments, 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 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.

22. Copyright Claims and Copyright Agent

    If you believe that your work has been used in our Services 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"):

    • 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 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;
    • 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 you;
    • 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
    • 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 our Services can be reached at:

    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.

23. Nielsen Products in our Services

    The Services may include certain products that are provided by the Nielsen Company, LLC under, and you agree to, the Nielsen Product Terms.

24. Additional Terms for our Services on Apple Devices

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

25. Export Control.

    Software and other technical data may be subject to United States export control laws, regulations, orders, or other restrictions that prohibit its export to certain territories. You agree that you will be solely responsible for your compliance with all such laws, regulations, orders, or other restrictions.

26. Miscellaneous

    You agree that this Agreement describes the entire understanding between you and us with respect to our Services and supersedes all previous written or oral agreements between you and us with respect to our Services. If any provision of this Agreement is found to be invalid or unenforceable, you and we agree that the Agreement's other provisions will remain in full force and effect. Philo's failure to insist upon or enforce strict performance of any provision of this Agreement will not constitute a waiver of that provision. The provisions of this Agreement that by their nature should survive the termination of this Agreement will survive such termination. Section headings are for convenience only. We have the right to assign or transfer our rights and obligations under this Agreement; you have no right to assign or transfer your rights or obligations under this Agreement and your attempt to do will be null and void. This Agreement is for our benefit and for our third-party affiliates each of which has the right to assert and enforce this Agreement on its own behalf.

    Contact information: Philo, Inc., 225 Green Street, San Francisco, CA 94111; help@philo.com; 855-CSPHILO (855-277-4456)

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.

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.

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). Your subscription will renew automatically on a recurring basis for the subscription term described at the time you signed-up for the Trial Offer (e.g., monthly). 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 billing period until cancelled. Cancellation takes effect on the next billing date. There are no refunds or credits for subscriptions when you cancel automatic renewal part way through a subscription period.

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.

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.

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.

• When you opt into Philo's text message program, we will send you text messages to confirm your signup, set up or provide information about your Account, text you a verification code, and send text messages about your subscription.
• You can stop receiving texts from Philo at any time. Just text "STOP" to the short code or to any number from which you've received a text from us. After you send the message "STOP" to us, we will send you a reply message to confirm that you have been unsubscribed. After this, you will no longer receive messages from us, but if you still have an active Account and have not provided Philo with your email address, you won't be able to receive the verification codes needed to log into your Account and Philo will be unable to send you important information about your Account, such as renewal notices. We encourage you to also provide us with an email address if you sign up with a mobile number. If you want to rejoin the text-messaging program, just sign up as you did the first time, and we will start sending messages to you again.
• We may send you texts from both short code and ten-digit telephone numbers, and may transition to new numbers. Messages may be sent in SMS, MMS, or RCS format.
• If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at help@philo.com.
• As always, your mobile or wireless device carrier's message and data rates may apply to any messages sent to you from us and to us from you, even for Services for which Philo does not charge a fee. You are solely responsible for any carrier fees or charges incurred in connection with the Services. Message frequency may vary. Contact your carrier for text messaging rates if you have any questions about your text plan or data plan.
• Carriers are not liable for delayed or undelivered messages. If you have any questions regarding your privacy and the text messaging program, see Philo's Privacy Policy.

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 help@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 help@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.