Terms & Conditions

Description of Service

These Terms of Services are applicable to all users of an online media services and content distribution Services and community providing Services through its website video streaming Services located underhttp://www.phyx.tv and related domains,subdomains, and mobile and desktop applications & TV (individually and collectively the “Services”). These Terms govern youruseofthe PHYX Productions,LLC Services,

including all functionalities, features, Streaming Services, audio, visual, written media,

PDF, Website linksand user interfaces,andall contentand software associated withtheServices as provided by PHYX Productions, LLC (the “Company”).

Acceptance of Terms

The Company shall have the right, at its sole discretion, to modify, add, or remove any terms or conditions of these Terms of Service without notice or liability to you. Any changes to these Terms of Service shall be effective immediately following the posting of such changes. You agree to review these Terms of Service from time to time and agree thatany subsequentusebyyouofthe Services following changesto these Termsof Service shall constitute your acceptance of all such changes.

Changes to Terms

Access and Use of Service

Users accessing the Services must be at least thirteen (13) years of age. Users registering for the Services and uploading User Generated Content must be at least eighteen (18) years of age. The Company makes no claims that the Services may be lawfully accessed in any specific location. Access to the Services may not be legal by certain persons or in certain states or certain countries, or may require government

authorization or registration. When you access the Services you are solely responsible for compliance with the laws and regulations of your jurisdiction.

Your Conduct

The Services may be used only for lawful purposes relating to streaming and related materials. The Company specifically prohibits any use of the Services, and all users agreenottousethe Services,forany purposes other than designatedbytheCompany.

Youare prohibited from violatingor attemptingto violatethe securityofthe Services,including, without limitation, (a) accessing data not intended for such user or logginginto a server or account which the user is not authorized to access, (b) attempting toprobe, scan or test the vulnerability of a system or network or to breach security orauthentication measures without proper authorization, (c) attempting to interfere with servicetoany user, hostor network, including, without limitation,via means of

submitting a virus to this Services, overloading, "flooding", "spamming", "mailbombing"or "crashing", (d) forging any TCP/IP packet header or any part of the header

information in any e-mail or newsgroup posting, (e) scraping or harvesting data or (f) the use of robots to skew payouts..

Violations of system or network security or inappropriate conduct may result in civil or criminal liability. The Company will investigate occurrences that may involve such violations and may involve, and cooperate with law enforcement entities in prosecuting users who are involved in such violations.

User Information

You are solely responsible for the information you input or upload to the Services, and warrant and represent you have the right and authorization to register for the Services and post User Generated Content. The Company reserves the right in its sole discretion to decide whether the information you input or upload is appropriate and complies with the Termsof Service, other Company policies,and applicable lawsand regulations.

If you register for the Services, you will be asked to provide certain information including a valid email address.You warrantand represent thatall such informationis currentandaccurate, and will be kept up-to-date.

Your privacy rightsareset forthinour Privacy Policy locatedathttp://www.phyx.tv/pages/privacy-policy.

Company reservesthe rightto offer Companyor third party servicesand productstoyou based on the preferences that you identify in your registration and at any time thereafter, unlessyou opt-out of receiving thirdparty services and products.

Username/Password/Security

Youare responsiblefor maintainingthe confidentialityof your informationasit relatestothe Services, including your username and password, and are responsible for all uses

of your username and password whether or not authorized by you. If you wish to have someone else use your device, it is important you always log out so no other individual will have access to your content.

You agreeto immediately notifythe Companyofany unauthorizeduseof yourusername and password.

Use of Services

The Servicesare offered onlyfor video streamingand related materialsandis onlyaconduit for video streaming and related materials.

Each useris solely responsiblefor deciding whetherthe Services offeredare suitablefor your own purposes and whether the Services match your needs.

The Company grants you a limited, non-exclusive license to access and use the

Services for your own personal and non-commercial purposes. This includes rights to view content on the Company's website and applications.

Ifyou electto accessany componentofthe Servicesfor which thereisa fee,you agreeto pay all fees and charges associated with your account on a timely basis. All suchfees and charges (including any taxes and late fees, as applicable) will be charged onyour credit card. Each user agrees to maintain valid credit card information as part ofyour account information when applicable.

Access to Services – Subscriptions & Purchases

The Services may allow you to access digital content on a pay per view basis, subscription basis, rent, or purchases. The basis on which digital content is available on the Services will be indicated on the product detail page for which you may purchase the digital content. Subject to your payment of any applicable fees, purchases, subscriptions,rent or pay per view,the Company grants youa non-exclusive,

non-transferrable, personal, non-sub licensable, limited right and license to view the video stream based upon the applicable fees, purchases, subscriptions, rent or pay per view selected by you.

The Company makes no guarantees as to the resolution and quality of your digital content when streaming. The quality and speed of your stream of digital content has many different variables, including your connection speed, location, download speeds, devices, playerand bandwidth.The Company will offer many different live streamsandmakes no guarantee they will all be available at all times.

Payments & Billing

The digital content available under specific payment plans, including pay per view, subscription, membership, or rent will change from time to time at the sole discretion of the Company. The Company makes no guarantee as to the availability of a specific payment plan.

By purchasing a payment plan, you expressly agree that we are authorized to charge your selected payment planonthe Payment Methodyou designate.Youcan update thisinformation at any time by logging into your video library, and clicking the settings tabunder the username.

Receipts are sent once the charge is successful to the registered email account. Your subscription will continue in effect unless and until you cancel your subscription or we terminateit.You must cancel your payment plan accordingtothe termsof that specificplan prior to the next charge in order to avoid billing.

User Comments and Suggestions

While the Company values user feedback, please be specific in your comments and do not submit creative ideas, inventions, or suggestions.

If, despite our request, users send creative ideas, inventions, or suggestions, all such submission shall be the property of the Company in whole or in part. The Company shall own exclusively all now known or later discovered rights to the submissions and shall be entitled to unrestricted use of the submissions for any purpose whatsoever, commercialor otherwise, without compensationto usersorany other thirdparty.

No part of the submissions shall be subject to any obligation of confidence and the Company shall not be liable for any use or disclosure.

Intellectual Property

PHYX Productions, LLC and any other Company trademarks and trade names, and any variations thereof, are and shall remain the trademarks and trade names and exclusive property of the Company, and any unauthorized use of such trademarks and trade names is prohibited.

The Services (including without limitation all programs, compiled binaries, interface

layout, interface text, documentation, resources and graphics) is the sole and exclusive property of the Company and is protected by copyright, trademark, and other intellectual property common and statutory laws of the United States and other countries.

You agree that PHYX Productions,LLC ownsand retainsall rightstothe Servicesandthat is content is solely owned and controlled by the content provider and all such

material are protected and copyrighted, trademarked and protected by copyright, trademark, and other intellectual property common and statutory laws of the United States and other countries.

Youmaynot sellor modifythe Services contentorthe Services,or reproduce, display,publicly perform, distribute, or otherwise use the Services in any way for any purpose.

Social Networking

Users may have the option to Twitter, Facebook or other social networking Services through the Services to share links and content. Users undertake this option as their sole responsibility, including but not limited to complying with all of the terms and conditions of the social networking Services.

Use of Software

If the Services require or include downloadable software such as an app, or use of software provided by the Company for Publishers, the Company grants a personal, limited, non-exclusive and nontransferable license to use the Software, all portions

thereof, all documentation, and all updates (individually and collectively the “Software”)only for the purposes relating to video streaming and related activities throughhttp://www.phyx.tv

Users shall not modify, alter, create derivative works, decompile, reverse engineer, disassemble, include in other software, translate the Software, or use the Software for any other purpose.

Users shallnot copy, reproduce, transmit, rent, lease, resell, sublicense, assign,distribute or otherwise transfer the Software or this license.

This License does not allow users to use the Software on any device that the user does not own or control, and user may not distribute or make the Software available over a network where the Software could be used by multiple devices at the same time.

Users agree that the Software, including the specific design and structure, constitute proprietary and confidential information, trade secrets and/or intellectual property of the Company. You agree not to disclose, provide, or otherwise make available such proprietary and confidential information, trade secrets or copyrighted material in any formtoany third party,orusethe proprietaryand confidential information, trade secretsor copyrightedmaterial for yourown benefit or for the benefitof any thirdparty.

Users acknowledge and agree that use of the Software may require the Company to acquire the user's mobile phone number and perhaps additional such information in order to obtain access to Software.

Users agree that the Company may collect and use technical data and related

information that is gathered periodically to facilitate the provision of updates, product support and other services. The Company may use this information, as long as it is in a formthat does not personally identify a user.

The Company shall have the right, and you agree, that in its sole discretion and with reasonable posted notice and/or sent to your email address, to revise, automatically update, or otherwise modify the Software, at any time. Users continued use of the

Software constitutes acceptance of and agreement to such changes.

This License is effective until terminated by the user or the Company at its sole discretion. User’s rights under thislicense will terminate automatically without notice ifthe user fails to comply with any terms of this License. Upon termination, the user shallcease all use of the Software and delete all versions of the Software possessed by theuser.

The warranty and limitation of liability provisions set forth below apply also to the use of the Software.

If you believe that any copyrighted work is accessible through the Services in a way that constitutes copyright infringement, please notify the Company by providing our designated copyright agent with the following information:

The physical or electronic signature of either the copyright owner or of a person authorized to act on the owner's behalf;

A description of the copyrighted work you claim has been infringed, and a description of the activity that you claim to be infringing;

Identification of the URL or other specific location on the Services where the material or activity you claim to be infringing is located or is occurring; You must include enough

information to allow us to locate the material or the activity; Your name, address, telephone, number and e-mail address

A statement by you, made under penalty of perjury, that (i) the information you have providedis accurateand thatyouarethe copyright ownerorare authorizedtoacton

behalf of the owner of an exclusive right that is allegedly infringed; and (ii) you have a good faith belief that use of the copyrighted materials is not authorized by the copyright owner,anyagent of the copyright owner,orthe law.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against, you can send the Company a counter-notice that includes the following:

Your nameand address,and telephone number;
The source address of the removed content;

A statement under penalty of perjury that you have a good faith belief that the content was removed in error; and

A statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United

States,forany judicial districtin whichthe Websitemaybe found,and thatyou willaccept service of process from the person who provided the original complaint.

Please note that the United States Copyright Act prohibits the submission of a false or materially misleading Notice or Counter-Notice, and any such submission may result in liabilities,including perjury.

The Company has designated Lance Kozic as our agent to receive notices of claims of copyright infringement.Youcan contact[email protected]

Warranty Disclaimers

THE SERVICESARE PROVIDED "AS IS"AND “AS AVAILABLE”, WITHALL FAULTSAND WITHOUT WARRANTYOFANY KIND,AND COMPANY HEREBY DISCLAIMS

ALL WARRANTIESAND CONDITIONS WITH RESPECTTOTHE SERVICES, EITHEREXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONSOF MERCHANTABILITY,OF

SATISFACTORY QUALITY,OF FITNESSFORA PARTICULAR PURPOSE,OF

ACCURACY,OF QUIET ENJOYMENT,AND NON-INFRINGEMENTOF THIRD PARTYRIGHTS.

THE COMPANY DOESNOT WARRANT THATTHE SERVICES WILL MEETUSER

REQUIREMENTSORBEOF BENEFIT, THATTHE OPERATIONOF SERVICES WILLBE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES ARE FREE OFCOMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. SHOULD THE LICENSED APPLICATIONOR SERVICES PROVE DEFECTIVE,THE COMPANYIS

NOT RESPONSIBLEFOR THOSE COSTS ASSOCIATED WITHTHE NEEDFOR SERVICINGOR REPLACING EQUIPMENTORDATA.

THE COMPANY MAKESNO WARRANTIES ABOUTTHE ACCURACY, RELIABILITY, COMPLETENESSOR TIMELINESSOFTHE SERVICESOR USER GENERATED

CONTENT OFFERED OR ANY OTHER CONTENT ACCESSED THROUGH THE SERVICES.

THE TRANSMISSIONOF DATAOR INFORMATION INCLUDING COMMUNICATIONSBY E-MAIL OVERTHE INTERNETOR OTHER PUBLICLY ACCESSIBLE NETWORKSISNOT SECURE, AND IS SUBJECT TO POSSIBLELOSS, INTERCEPTION OR

ALTERATION WHILEIN TRANSIT. ACCORDINGLY,THE COMPANY DOESNOT ASSUMEANY LIABILITYFORANY DAMAGE USERSMAY EXPERIENCEOR

COSTS USERSMAY INCURASA RESULTOFANY TRANSMISSIONS OVERTHEINTERNET OR OTHER PUBLICLY ACCESSIBLE NETWORKS, SUCH AS TRANSMISSIONS INVOLVINGTHE EXCHANGEOF E-MAIL.INNO EVENTWILL

SUCH DATAOR INFORMATIONBE DEEMEDTOBE CONFIDENTIAL, CREATEANYFIDUCIARY OBLIGATIONS ON THE COMPANY’S PART, OR RESULT IN ANY LIABILITYTOYOUINTHE EVENT THAT SUCH INFORMATIONIS INADVERTENTLY RELEASEDOR ACCESSEDBY THIRD PARTIES WITHOUTCONSENT.

THE COMPANY TAKES NO RESPONSIBILITY WHATSOEVER FOR THEINFORMATION YOU HAVE UPLOADED TO THE SERVICES AND SHALL NOT BERESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION,DAMAGE, OR LOSS OF SUCH INFORMATION, OR FAILURE TO STORE ANY OFSUCH INFORMATION. NOR IS THE COMPANY RESPONSIBLE FOR LOSS OF INFORMATION THROUGHTHE ACTIONOFANY THIRD PARTYOR BECAUSEOF CIRCUMSTANCES BEYONDTHE COMPANY’S CONTROL.ALL USERSARE

EXPECTEDTO HAVE THEIROWN BACKUPOFALLOF THEIR INFORMATION.

TOTHE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW,USER

UNDERSTANDS AND AGREES THAT NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, REPRESENTATIVES, CONTRACTORS OR AGENTS SHALLBE LIABLEFORANY DIRECT, INDIRECT, INCIDENTAL,SPECIAL,

CONSEQUENTIAL, PUNITIVE, EXEMPLARYORANY OTHER DAMAGES RELATINGTO OR RESULTING FROM USE OF THE SERVICES OR FROM ANY ACTIONS THECOMPANY TAKES OR FAILS TO TAKE. THESE INCLUDE BUT ARE NOT LIMITEDTO DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS,COMPUTER VIRUSES, LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, UNAUTHORIZED ACCESSTOAND ALTERATIONOF

TRANSMISSIONSAND DATA, BODILY INJURY, EMOTIONAL DISTRESSAND OTHER TANGIBLEAND INTANGIBLE LOSSES. THIS LIMITATIONAPPLIES

REGARDLESS OF WHETHER THE DAMAGES ARE CLAIMED UNDER THE TERMS OF A CONTRACT,ASTHE RESULTOF NEGLIGENCEOR OTHERWISE,AND EVENIF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S MAXIMUMLIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS SERVICES OR USEOFTHE SERVICES, REGARDLESS OF THE CAUSEOF ACTION (WHETHER IN

CONTRACT, TORT, BREACHOF WARRANTYOR OTHERWISE), WILLNOT EXCEEDTHE AMOUNT,IF ANY, PAIDFORTHE SERVICES.

THE COMPANY IS NOT RESPONSIBLE FOR DELETION OR LOSS OF FILES OR INFORMATION UPLOADEDTOTHE SERVICES.ALL USERSARE EXPECTEDTOHAVE THEIR OWN BACKUP OF ALL FILES AND INFORMATION UPLOADED TOTHE SERVICES.

Limitation of Libraries

IN ADDITIONTOANY LIMITATIONOF LIABILITYSET FORTH HEREIN,TOTHE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW,USER

CONSEQUENTIAL, PUNITIVE, EXEMPLARYORANY OTHER DAMAGES RELATINGTO OR RESULTING FROM YOUR USE OR INABILITY TO USE THE SERVICES OR FROMANY ACTIONSTHE COMPANY TAKESOR FAILSTO TAKE. THESE INCLUDE DAMAGESFOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS,DELAYS,

COMPUTER VIRUSES, LOSS OF PROFITS, LOSS OF DATA, UNAUTHORIZED ACCESSTOAND ALTERATIONOF TRANSMISSIONSAND DATA, EMOTIONAL DISTRESSAND OTHER TANGIBLEAND INTANGIBLELOSSES.

THIS LIMITATION APPLIES REGARDLESSOF WHETHERTHE DAMAGESARE

CLAIMED UNDER WARRANTY, CONTRACT, NEGLIGENCE, TORT,ORANY OTHER LEGAL THEORY,AND EVENIFTHE COMPANYORITS REPRESENTATIVES HAVEBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'SMAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OFTHE SERVICES, REGARDLESS OF THE CAUSE OF ACTION, WILL NOT EXCEEDTHE AMOUNT,IF ANY, PAIDFORTHE SERVICES.

Indemnification

USERS AGREETO DEFEND, INDEMNIFY,AND HOLD HARMLESSTHE COMPANYANDITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES,

AGENTS, REPRESENTATIVES,AND PARTNERS, HARMLESS FROMAND AGAINSTANY LOSS, LIABILITY, CLAIM, ACTION, OR DEMAND, INCLUDING WITHOUT LIMITATION REASONABLE LEGALAND ACCOUNTING FEES, ALLEGINGOR

RESULTING FROM (I) YOUR USE OF THE SERVICES; (II) ANY USER GENERATED CONTENT OR COMMUNICATIONS, OR (III) YOUR BREACH OF THE TERMS OF THIS AGREEMENT. THE COMPANY SHALL PROVIDE NOTICE TO YOU PROMPTLY OF ANY SUCH CLAIM, SUIT,OR PROCEEDINGAND SHALL ASSIST YOU,AT YOUREXPENSE, IN DEFENDING ANY SUCH CLAIM, SUIT OR PROCEEDING. THE

COMPANY RESERVESTHE RIGHTTO ASSUMETHE EXCLUSIVE DEFENSEAND CONTROLOFANY MATTER SUBJECTTO IMMEDIATE INDEMNIFICATION.

Communications

By using the Services you consent to receive electronic communications from the

Company. These communications will include, emails about account, password, access,marketing, transactional and other information related to the Services and to youraccount.

Additional Terms and Conditions

Nothing in this Agreement is intended to create or will be construed as creating a joint ventures, partnership, employer/employee or principal and agent relationship between usersand the Company.

These Termsof Service shallbe governedbyand construedin accordance withthe

laws of the State of Wisconsin applicable therein, without regard to conflict of laws and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).You irrevocably consenttothe exclusive jurisdictionofthe courts locatedin the in the State of Wisconsin in connection with any action arising out of or related to these Term of Service and waive any objection based on lack of personal jurisdiction, place of residence, improper venue forum non-convenience in any such action.

Ifany court having competent jurisdiction holdsany provisionof this Termsof Serviceinvalid or unenforceable in any respect, such provision shall be enforced to the

maximum extent permittedby law,andthe remaining provisionsof this Termsof Service shallcontinue in full force and effect.

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative. You may not assign these Terms of Service or any of your rights or obligations hereunder. Except as expressly specified herein, this Agreement shall create rights and obligations only between the Company and each individual user and it does not create any rights for any other parties.