End User License Agreement

Effective Date: March 5, 2025

Reelz Terms of Use and End User License Agreement

Welcome to REELZ, a leading independent television network. Our content and other services are provided by ReelzChannel, LLC (“REELZ”). This Terms of Use and End User License Agreement (the “Terms of Use”) governs your access, use, and installation of our Services, which include:

• our website, www.reelz.com (the “Site”);

• our direct to consumer mobile application REELZ+ (“REELZ+”) powered-by REELZ’s supplier, Katapy Inc. (“Katapy”); and

• any other digital products or services on which these Terms of Use appear (together, the “Services”).

Any users located within the European Economic Area (“EEA”) are prohibited from using the Services. For avoidance of doubt, these Services are not intended for users located within the EEA.

BY DOWNLOADING AND/OR USING ANY SERVICES OR CONTENT PROVIDED TO YOU BY OR ON BEHALF OF REELZ AND ITS AFFILIATED ENTITIES AND THEIR VENDORS AND SUPPLIERS IN CONNECTION WITH YOUR USE OF THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE BOUND BY ALL OF THE TERMS, CONDITIONS, POLICIES (INCLUDING PRIVACY POLICY) AND NOTICES CONTAINED OR REFERENCED HEREIN, AND YOU AND WE FURTHER AGREE TO RESOLVE ANY DISPUTE BETWEEN US THROUGH A DISPUTE RESOLUTION PROCEDURE DESCRIBED IN SECTION 13.3 BELOW. YOU, REELZ, AND KATAPY WAIVE THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN CONNECTION WITH SUCH DISPUTES.

PLEASE CAREFULLY REVIEW SECTION 13 TITLED “CHOICE OF LAW; DISPUTE RESOLUTION; ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER” BELOW FOR DETAILS REGARDING THIS DISPUTE RESOLUTION PROCEDURE (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).

YOU SHOULD REVIEW THE TERMS OF USE FROM TIME TO TIME. REELZ MAY CHANGE ANY OF THE TERMS OF USE AT ANY TIME BY POSTING REVISIONS TO THE SERVICES. YOUR CONTINUED USE OF THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF THE REVISED TERMS OF USE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE, YOU MUST EXIT THE SERVICES IMMEDIATELY, AND YOU MUST NOT USE THE SERVICES.

1. ELIGIBILITY; NO USE BY CHILDREN. The Services are for individuals who reside in the United States (including its territories and possessions where applicable). If REELZ has previously prohibited you from accessing or using the Services, you are not permitted to access or use the Services. The Services are not directed to, or intended for use by, children (defined as anyone age twelve or younger). Children should not use the Services or submit any information to Katapy or REELZ (together, “us”).

2. DEVICES AND CHARGES. You are solely responsible for obtaining all devices, internet, network connectivity, and other products or services needed for your access to and use of the Services (a “REELZ ready device”), and you will be solely responsible for all charges related to them. We are not responsible for the performance of devices, products, or services you use to access our Services, including the ongoing compatibility of such devices with our Services, and you agree to solely bring any issues therewith to the entity that provided you the device or service.

3. REGISTRATION AND ACCOUNTS. If we request registration information from you to set up a user account, you must provide us with accurate and complete information and must update the information when it changes. You are responsible for maintaining the confidentiality of your user account login names and passwords, and must not permit use of your account by anyone other than members of your household. You accept responsibility for all activities, charges, and damages that occur under your account, including use of your account by other members of your household, and unauthorized use of your account. If you have reason to believe that someone is using your account without your permission, you should contact us immediately. We are not responsible for any loss or damage resulting from unauthorized use.

4. REELZ+ SUBSCRIPTION TERMS. The following subscription terms apply to subscribers of REELZ+:

4.1. Subscription Fees and Auto-Renewal. ACCESS TO THE SERVICE REQUIRES YOU TO SIGN UP FOR A SUBSCRIPTION, WHICH INVOLVES AUTOMATIC ENROLLMENT INTO A RECURRING PAYMENT PLAN. IF YOU SIGN UP FOR A SUBSCRIPTION TO THE SERVICE, YOU AGREE THAT YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR SUBSEQUENT BILLING PERIODS OF EQUAL LENGTH TO YOUR CURRENT BILLING PERIOD (FOR EXAMPLE, MONTHLY OR ANNUALLY) AT THE END OF THE BILLING PERIOD AT THE THEN-CURRENT SUBSCRIPTION FEE (PLUS APPLICABLE TAXES AND FEES) UNLESS YOU CANCEL IN ACCORDANCE WITH THE INSTRUCTIONS BELOW. PAYMENT WILL BE CHARGED TO YOUR CHOSEN PAYMENT METHOD UPON PURCHASE CONFIRMATION AND AT THE START OF EVERY NEW BILLING PERIOD UNLESS YOU CANCEL.

The monthly subscription billing period is thirty (30) days from the date the payment method you provide (“Payment Method”) is charged. The amount charged to your Payment Method may vary from billing period to billing period due to changes in your subscription plan or applicable taxes or transaction fees. The payment process may vary based on the platform through which you signed-up (e.g. AppleTV or Roku) and may be subject to additional platform terms. We reserve the right to change the subscription fee for REELZ+ at any time following notice to you (either through REELZ+ or by sending an email to the address you register for your account). If you do not wish to accept a change to the subscription fee, you may cancel your subscription as described below. If there are any discrepancies in billing, you hereby waive your right to dispute such discrepancies if you do not notify us within sixty (60) days after they first appear on an account statement. In order to so notify us, please click on “Contact” in the app, then complete and submit the associated contact form.

YOU ARE RESPONSIBLE FOR ALL INTERNET ACCESS CHARGES. PLEASE CHECK WITH YOUR INTERNET PROVIDER FOR INFORMATION ON POSSIBLE INTERNET DATA USAGE CHARGES.

Your subscription to REELZ+ automatically renews until cancelled. Your Payment Method will automatically be charged at the start of your subscription and on an on-going basis the day immediately following the end of prior subscription billing period unless you cancel your subscription, or REELZ+ is suspended or terminated.

4.2 Cancellation and Refund Policy. ALL FEES ARE NON-REFUNDABLE. As described further below, even if you cancel your subscription to REELZ+ before the end of your active subscription period, as applicable, you will not receive a refund for any portion of the fees for the remainder of that subscription period.

You can cancel your subscription to REELZ+ at any time through your account settings at “My Account” and clicking “My Plan” and “Cancel Subscription”. Note, if you obtained your subscription to REELZ+ through a third party distributor you must follow the instructions for cancellation provided by such third party. If you cancel your subscription, the cancellation will go into effect at the end of your current subscription period. You will have continued access to REELZ+ for the remainder of your paid subscription period, but YOU WILL NOT RECEIVE A REFUND OF ANY FEES PAID. You must cancel your subscription before it renews to avoid paying the subscription fees for the next subscription period. FOR ANNUAL SUBSCRIPTIONS, REELZ+ US WILL NOTIFY YOU AT LEAST 30 DAYS IN ADVANCE OF THE DATE THAT YOUR ANNUAL SUBSCRIPTION WILL AUTOMATICALLY RENEW. You acknowledge and agree that, to the extent not prohibited by applicable law, cancellation of your subscription is your sole recourse if you have any dissatisfaction, issue, or concern related to the REELZ+, its content or features, including fees, applicable taxes, or billing methods; the selection of content available to you through REELZ+; the Terms, or any changes thereto; or any other policies or practices that apply REELZ+.

5. LINKS TO THIRD PARTY SITES; AND OTHER THIRD PARTY CONTENT.

5.1 The Services will contain links to web sites operated by third parties. Such links do not constitute or imply an endorsement of the linked site. The linked sites may appear to be integrated into the Services, but are not under REELZ’s control. REELZ is not responsible for the operation or content of any linked site or subsequent links from that site. The policies that govern the use of a linked site will differ from these Terms of Use. You should review the policies of a linked site before making a decision to proceed to use that site.

5.2 Title and intellectual property rights in and to any Content or other content and information displayed by or accessed through the Services belongs to the respective content owner. Such materials are protected by copyright or other intellectual property laws and treaties, and are subject to terms of use of the third party providing such materials. Apart from your right to view the third-party materials, these Terms of Use do not grant you the right to copy, distribute, prepare derivative works, publicly display, or make other use of such materials. You are prohibited from engaging in or facilitating the unauthorized P2P file-sharing of third-party materials, such as the unauthorized posting, making available, uploading, downloading or other distribution of such third-party materials.

6. INTELLECTUAL PROPERTY.

6.1 Ownership. You acknowledge that all content and materials available through the Services, including without limitation, images, videos, text, audio, and information associated with our Service (collectively, the “Content”) and the Services are protected by national and international copyrights, trademarks, service marks, patents, patent registration rights, trade secrets, know-how or other proprietary rights and laws and, as between REELZ and you, are owned exclusively by REELZ. You have no ownership rights in any Content or Services. Rather, you have a limited license to use the Services, subject to these Terms of Use. Ownership of the Services and all intellectual property rights therein shall remain at all times with REELZ and/or its licensors.

Except where otherwise noted, you may download, print or view individual pages at the Site for private, noncommercial use, provided you do not delete, change or otherwise modify any of the Content, including, but not limited to, any copyright or trademark notices.

6.2 Permitted Use and Restrictions. REELZ grants you (which, for purposes of these Terms of Use, shall include members of your immediate household for whom you will be responsible hereunder and users of the REELZ ready device with which you are accessing the Services and for whom you will be responsible hereunder) a non-exclusive, limited, personal and nontransferable license, subject to and conditioned on your compliance with the restrictions set forth in these Terms of Use, to use the Services on no more than two (2) devices simultaneously, and install and use the Site or App, in object code form only, provided to you by or on behalf of REELZ in connection with your use of the Services. The license grant above includes the right to use documentation accompanying the Service’s software for the sole purpose of using the Services.

You may only use the Services and the Content as expressly permitted herein and for no other purpose. The Services are only for your own personal, non-commercial use and not for use in the operation of a business or service bureau, for profit or for the benefit or any other person or entity.

As a condition of the limited license for the Services granted to you in these Terms of Use, except as authorized by REELZ in writing on a case by case basis, and except as and only to the extent expressly permitted in these Terms of Use or by applicable law which cannot be waived by these Terms of Use, you will NOT:

· download to save, any Content shown, displayed or listed on the Services, or otherwise from REELZ;

· sell, license, rent, publish, publicly display, publicly perform, publish, broadcast, disclose, rent, lease, modify, loan, distribute or create derivative works based on the Content, Services, or any part thereof, or offer for sale any Content or other information contained on or obtained from or through the Services, by any means;

· copy, reproduce, decompile, reverse engineer, disassemble, translate, adapt, edit or otherwise reduce the Content or Services to human readable form;

· attempt to create the source code from the object code of the Services;

· transmit or make the Content or Services available over a network where it could be used by multiple computers or REELZ ready devices at the same time;

· frame, inline link, or similarly display the Services or any portion of the Services;

· interfere with any other party’s use and enjoyment of the Services;

· advertise any commercial endeavor or otherwise engage in any commercial activity;

· upload unsolicited bulk communications of any kind;

· systematically retrieve any of the Content to create or compile, directly or indirectly, a collection, compilation, database or directory

· Scrape, access, monitor, index, frame, link, or copy any content or information on the Services by accessing the Services in an automated way, using any robot, spider, scraper, web crawler, or any other method of access other than manually accessing the publicly-available portions of the Services through the Site or App;

· make any third-party software contained in the Services a standalone product;

· take any action that will infringe on the intellectual property or other proprietary rights of REELZ or any third party software provider;

· run any version of the App on a jailbroken device;

· use the Services commercially, for benchmarking, or to compile information for a product or service;

· sublicense or assign the Content or Services;

· view any Content provided by REELZ or its suppliers anywhere other than within the country or location authorized by REELZ ("Territory");

· “stream”, download to save, or instantly watch Content outside of the Territory, or “steam” simultaneously on more than two (2) devices; and REELZ may use technologies to verify your compliance; or

· attempt to do any of the foregoing directly or indirectly.

If you "uninstall" the Services, you will no longer be able to use the Services to view Content on that REELZ ready device.

Unless otherwise indicated, all logos, names, package designs and marks on the Services are trademarks or service marks and may not be used without permission. REELZ’s policy is to terminate the online privileges of individuals who violate the copyrights of others.

6.3 User’s Grant of Limited License. By posting or submitting any content or other materials to the Site (collectively, the “User Content”), you grant REELZ and its designees the right to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the User Content in any form, anywhere and for any purpose. In addition, you represent and warrant that you own or otherwise control all of the rights to the User Content and that the use of the User Content by REELZ and/or its designees as set forth in the preceding sentence will not infringe or violate the rights of any third party. REELZ may monitor, edit or delete the User Content as it appears on the Services at any time and for any or no reason without your permission.

7. DATA; PRIVACY; COMMUNICATIONS.

7.1 Data; Privacy. The Services may provide REELZ with limited access to your REELZ ready device. Among other things, the Services may provide REELZ with information related to your use of the Services, including Content viewed, amount of time viewed, information regarding your computer system, such as a unique device identifier, your operating system, existing software, amount of available storage space and internet connectivity, and your interaction with the Services. This information will, among other things, enable REELZ to manage rights associated with the content, allow REELZ to help you use the Services more effectively, enforce these Terms of Use and otherwise help REELZ to enhance and improve the Services. Information obtained by REELZ will be treated in accordance with our Privacy Policy found at http://www.reelz.com/privacy-policy/ (“Privacy Policy”).For information about how we collect, use, and share the data we collect from and about you, please see our Privacy Policy which is incorporated by reference into these Terms of Use.

7.2 Communication. By joining any REELZ-run subscription program or service, you authorize ReelzChannel, LLC to send you in-app messages in REELZ+. Such consent is not required by you in order for you to have the ability to purchase goods or services from ReelzChannel, LLC. You can opt-out anytime by updating the permissions granted in the settings section of the app.

8. LEGAL COMPLIANCE.

8.1 Notice And Procedure For Making Claims Of Copyright Infringement. Pursuant to federal copyright law, if you believe copyrighted work is available on the Services in a way that constitutes copyright infringement, please see the Notice and Take Down materials posted at https://www.reelz.com/copyright/.

8.2 Disclosure. You acknowledge, consent, and agree that REELZ may access, preserve, and disclose your information and/or any User Content you submit or make available for inclusion on the Services, if required to do so by law or in a good faith belief that such access, preservation, or disclosure is permitted by our Privacy Policy or reasonably necessary or appropriate for any of the following reasons: (1) to comply with legal process; (2) to enforce these Terms of Use, our Privacy Policy, or other contracts with you, including investigation of potential violations thereof; (3) to respond to claims that any content violates the rights of third parties; (4) to respond to your requests for customer service; and/or (5) to protect the rights, property, or personal safety of REELZ, its agents and aﬃliates, its users, and the public. This includes exchanging information with other companies and organizations for fraud protection, and spam/ malware prevention, and similar purposes.

9. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT ALL MATERIALS, INFORMATION, CONTENT, SOFTWARE, PRODUCTS AND SERVICES, WHETHER PROVIDED BY REELZ, KATAPY, AFFILIATES, SUBSIDIARIES, OR ITS AND THEIR LICENSORS, VENDORS, SUPPLIERS, OR USERS, AND OTHER INFORMATION INCLUDED IN, ACCESSIBLE, OR AVAILABLE THROUGH THE SERVICES (COLLECTIVELY, THE “MATERIALS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. OTHER THAN THOSE WARRANTIES THAT ARE INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER APPLICABLE LAW, THE MATERIALS ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE AND NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. REELZ DOES NOT MAKE ANY WARRANTY THAT ANY OF THE MATERIALS ARE ACCURATE, ERROR FREE, OF A CERTAIN QUALITY, RELIABLE OR CORRECT, THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, THAT THE MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT YOU WILL ACHIEVE SUCCESSFUL RESULTS FROM FOLLOWING ANY INSTRUCTIONS, DIRECTIONS OR RECOMMENDATIONS AVAILABLE AT THE SERVICES OR BY REELZ.

10. LIMITATION OF LIABILITY. THE PARTIES HERETO AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION IN THESE TERMS OF USE, UNDER NO CIRCUMSTANCES SHALL REELZ, ITS LICENSORS, SUPPLIERS (INCLUDING KATAPY) OR ITS OR THEIR PARENT, SUBSIDIARIES, AFFILIATES, DIVISIONS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS (AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING) (COLLECTIVELY, THE “RELEASED PARTIES”), BE LIABLE FOR ANY DAMAGES OF ANY KIND OR NATURE WHATSOEVER, WHETHER DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHERWISE, THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICES OR FROM ANY INFORMATION PROVIDED AT THE SERVICES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, AND EVEN IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, RELEASED PARTIES’ LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as above in Section 9. Accordingly, some of the above limitations may not apply to you. If you are a resident of a state that permits the exclusion of these warranties and liabilities, then the limitations in Section 9 speciﬁcally does apply to you.

11. INDEMNIFICATION. You agree to defend, indemnify, reimburse and hold harmless the Released Parties from all liabilities, claims and expenses, including, but not limited to, costs and attorneys’ fees, that arise in any way from your use of the Services or the Materials or any use of your account via the Services, your violation of these Terms of Use or REELZ’s Privacy Policy, your violation of an applicable law, your submission, posting, or transmission of User Content to the Services, and/or your violation of any rights of another. REELZ reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with REELZ in asserting any available defenses.

12. INTERNATIONAL USE. If you choose to access the Services from any location other than the United States, you accept full responsibility for compliance with the laws of the jurisdiction where the access occurs. REELZ makes no representation that the Content is appropriate or available for use in locations outside the United States. Accessing the Services and/or using any of the Content from any jurisdiction where such access and/or use is illegal is prohibited.

13. CHOICE OF LAW; DISPUTE RESOLUTION; ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER.

13.1 Jurisdiction. This Agreement shall, for all domestic and international purposes, be governed, interpreted, construed and enforced solely and exclusively in accordance with the laws of the State of Minnesota, without regard to its conflicts of law provisions.

13.2 Dispute Resolution. You expressly agree that, subject to Section 13.3 (Arbitration) below, the exclusive jurisdiction for any claim or action arising out of or relating to these Terms of Use or your use of the Services shall be filed only in the state or federal courts located in Hennepin County, State of Minnesota, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

13.3. Arbitration. You understand that and agree to the following mechanisms for resolving any Dispute between us:

A. The term “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any dispute, claim, demand, count, cause of action, or controversy between you and REELZ or Katapy, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort), or any other legal or equitable theory. The term “Dispute” specifically includes, but is not limited to, any disputes, actions, claims, or controversies between you and REELZ or Katapy that arise from or in any way relate to or concern any Content, products or services provided by REELZ including but not limited to the Services, this Section 13.3, any other aspect of these Terms of Use (including their applicability and their conformance to applicable law), and any disputes relating to any other communications either of us received from the other. The only exceptions to this paragraph are that (i) each of you and REELZ may bring suit in court against the other to enjoin infringement or other misuse of intellectual property rights; and (ii) each of you and REELZ may bring suit in court to determine the enforceability of Section 13.3.B and/or Section 13.3.K.

B. Mandatory Informal Dispute Resolution Process. You and REELZ agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective, and mutually beneficial outcome. Therefore, if either you or REELZ wants to bring or resolve a Dispute, you or REELZ must follow the mandatory informal dispute resolution process as a precondition to the ability to file an arbitration demand or lawsuit:

1. Notice. You or REELZ must first send to the other a written Notice of Dispute (“Notice”) that sets forth the name, address, and contact information of the party giving notice, the specific facts giving rise to the Dispute, and the relief requested, including damages, if any, and a detailed calculation for them. Your Notice also must contain your email address and (if different) the email address associated with your REELZ account. Our Notice must be sent to your email address or other contact information associated with your REELZ account, and you consent to receive any such Notice as part of these dispute resolution terms. You and we must include in any Notice to each other a personally signed statement (from you or us—not from your or our counsel) verifying the accuracy of the contents of the Notice, and if you are represented by counsel, your signed statement authorizing REELZ to disclose your REELZ account details to your attorney while seeking to resolve your claim. We each must individualize our Notice, meaning it can concern only our Dispute and no other person’s Dispute. You must send your Notice to REELZ by certified mail, return receipt requested, to: Arbitration Notice of Dispute, ReelzChannel, LLC c/o Chief Legal Officer, 3415 University Avenue, St. Paul, MN 55114 with a copy by email to info@reelz.com. In the case of a Dispute initiated by you or us, it is the sender’s responsibility to prove that the sender provided the notice in the manner that is required in this paragraph.

2. Good Faith Effort to Informally Resolve Dispute. After receipt of a completed Notice, the parties shall engage in a good faith effort to resolve the Dispute for a period of 60 days (which can be extended by agreement). You and REELZ agree that, after receipt of the completed Notice, the recipient may request an individualized telephone or video settlement conference and both parties will personally attend (with counsel, if represented). You and REELZ agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually convenient time and to seek to reach a resolution. If you and REELZ do not reach an agreement to resolve the issues identified in the Notice within 60 days after the completed Notice is received (or a longer time if agreed to by the parties), you or REELZ may commence a proceeding as noted below.

C. Arbitration Agreement. If you and we do not resolve the Dispute within 60 days of the submission of the Notice in accordance with the Informal Dispute Resolution Procedures, REELZ, including its Affiliates, agents, employees, predecessors in interest, successors, and assigns, and you agree that any Dispute between you and REELZ, regarding any aspect of your relationship with REELZ, will be resolved in a binding, confidential, individual and fair arbitration process, and not in court, subject to the exceptions noted in Section 13.3.H below. Thus, subject to those exceptions, you and REELZ agree to give up the right to sue in court, including that you and REELZ agree to waive their right to a jury trial.

D. Controlling Law Regarding Arbitration Process and Agreement to Arbitrate. These Terms of Use evidence a transaction in interstate commerce, and thus the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1–16, governs the interpretation and enforcement of the provisions in Section 13.3 related to the arbitration process. The agreements in Section 13.3 shall survive termination of the Terms of Use. Any original action to compel arbitration under Section 4 of the FAA (or analogous state law) must be brought in a state or federal court located in Hennepin County, State of Minnesota, unless mandated by law to be filed in another state or federal court. If the FAA is found to not apply to any issue regarding the interpretation or enforcement of the parties’ agreement to arbitrate, then that issue shall be determined by the laws of the State of Minnesota. Any arbitration between you and REELZ will be administered by the American Arbitration Association (“AAA”) pursuant to their then-applicable rules, including their mass arbitration supplementary rules and mass arbitration fee schedule, as applicable, as modified by this Section 13.3. AAA’s rules and fee schedules can be found at www.adr.org. Except in the event of a Mass Filing as described in Section 13.3.K below, the arbitration shall be conducted by a single, neutral arbitrator. If you and REELZ cannot agree on an arbitrator, the arbitrator will be appointed pursuant to the AAA’s rules.

E. Alternative Arbitration Provider. If AAA is not available to arbitrate, including because it is not able to administer the arbitration(s) consistent with the rules, procedures, and terms of Section 13.3, including those described in Section 13.3.K, the parties will select an alternative arbitration provider. If the parties cannot agree on an appropriate alternative arbitration provider, then the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5 that is able to administer the arbitration(s) consistent with the rules, procedures, and terms of this Section 13.3, including, as applicable, Section 13.3.K This Section 13.3 will govern to the extent it conflicts with the arbitration provider’s rules. For arbitrations before the AAA, the AAA’s Consumer Arbitration Rules and Optional Rules For Emergency Measures of Protection shall apply.

F. Filing Fee and Costs. The initiating party must pay all filing fees for the arbitration. Your and REELZ’s responsibility to pay other administrative and arbitrator costs will be as set forth in the applicable arbitration provider’s rules, unless the arbitrator determines the claims are frivolous. If a claim is determined to be frivolous, the claimant is responsible for reimbursing the respondent for its portion of all such administrative, hearing, and/or other fees incurred as a result of the frivolous claim.

G. Waiver of Fees and Costs. You may qualify for a waiver of certain arbitration costs under the applicable arbitration provider’s rules or other applicable law. If you meet the standard for proceeding in forma pauperis in federal court, the state court of your residence, or the state court where the arbitration is brought, cannot obtain a waiver from the arbitration provider of any filing fees you are required to pay, and the arbitration provider refuses to administer the arbitration without your payment of said fees, REELZ will pay the filing fees for you.

H. Enforceability of Certain Provisions of Section 13. Notwithstanding Section 13.C. through Section 13.3.G., a claim regarding enforceability of any portion of Section 13.B and/or Section 13.K must be brought in federal or state court. Courts shall have the exclusive authority to determine: (i) the enforceability of any or all of the procedures set forth in Section 13.B and/or Section 13.B; and (ii) if any or all the procedures set forth in Section 13.3.B and/or Section 13.3.K are unenforceable, whether that or those procedures are severable from the remaining provisions of Section 13.3 and the consequences of said severance. If the court determines that Section 13.3.B is enforceable, it will also decide whether the party seeking to arbitrate the Dispute complied with the process in Section 13.3.B.

I. You and REELZ also agree to give up the ability to seek to represent, in a class action or otherwise, anyone but each of you and REELZ, including in arbitration and in state or federal court. Therefore:

YOU AND REELZ MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR MULTI-CLAIMANT PROCEEDING, AND THE ARBITRATOR SHALL HAVE NO POWER TO AWARD CLASS-WIDE RELIEF.

J. You understand there is no judge or jury in arbitration, and court review of an arbitration award is limited. An arbitrator must follow the dispute resolution process described in Section 13.3. Subject to Section 13.3.H, the arbitrator has exclusive authority to resolve all issues relating to the parties’ Dispute. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief, or statutory damages); provided that they are recoverable under these Terms of Use. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us.

K. Related Cases and Mass Filings. If your Notice involves claims similar to those of at least 25 other customers, and if you and those other customers are represented by the same lawyers, or by lawyers who are coordinating with each other, or if REELZ asserts 25 or more similar demands for arbitration or counterclaims against similarly-situated parties, within a period of 60 days or otherwise close in proximity, you and we agree that these claims will be related (“Related Cases”), and this shall be called a “Mass Filing.” The following procedures will apply to a Mass Filing:

1. Acknowledgment of Related Cases procedure. If you or REELZ, or your or our counsel, files a demand for arbitration that has Related Cases, then you and we agree that the demand for arbitration shall be subject to the additional protocols set forth in this Section 13.3.K. If the parties disagree as to whether a series of filings fits within the definition of Mass Filing above, the arbitration provider shall resolve the disagreement. You and we also acknowledge that the adjudication of the dispute may be delayed and that any applicable statute of limitations shall be tolled from the time of filing of the demand for arbitration, and pending resolution of the proceedings described in this Section 13.3.K.

2. Bellwether Arbitrations. Bellwether proceedings are encouraged by courts and arbitration administrators where there are multiple disputes involving similar claims against the same or related parties. The parties shall select ten individual arbitration claims (five per side), designated the “Initial Test Cases,” to proceed to arbitration. Only the Initial Test Cases shall be filed with the arbitrator. All other claims shall be held in abeyance. This means that the filing fees will be paid only for the Initial Test Cases; for all other demands for arbitration, the filing fees (together with any arbitrator consideration of the other demands) will be in abeyance, and neither You nor REELZ will be required to pay any such filing fees. You and REELZ also agree that neither you nor we shall be deemed to be in breach of this Section 13.3 for failure to pay any such filing fees, and that neither you nor we shall be entitled to any contractual, statutory, or other remedies, damages, or sanctions of any kind for failure to pay any such filing fees. If, pursuant to this subsection, a party files non-Bellwether Arbitrations with the arbitration provider, the parties agree that the arbitration provider shall hold those demands in abeyance and not refer them to the arbitrator pending resolution of the Initial Test Cases. Unless the claims are resolved in advance or the schedule is extended, the arbitrators will render a final award for the Initial Test Cases within 120 days of the initial pre-hearing conference.

3. Global Mediation. Following the resolution of the Initial Test Cases, the parties agree to engage in a global mediation of all the remaining individual arbitration claims (“Global Mediation”), deferring any filing costs associated with the non-Initial Test Cases until the Initial Test Cases and subsequent Global Mediation have concluded. After the final awards are provided to the mediator in the Initial Test Cases, the mediator and the parties shall have 90 days to agree upon a substantive methodology and make an offer to resolve the outstanding cases. If the Parties are unable to resolve the outstanding claims during the Global Mediation, the unresolved Disputes may then be administered by the arbitration provider pursuant to this Agreement’s Batch Arbitration provision below and the arbitrator’s fee schedule for mass filings, unless the parties mutually agree otherwise in writing. You and we also acknowledge that any applicable statute of limitations shall be tolled pending resolution of the Bellwether Arbitration and Global Mediation process.

4. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and REELZ agree that in the event the Bellwether Arbitration and Global Mediation processes described above do not resolve the Disputes, the arbitration provider will (1) administer the remaining arbitration demands in batches of 50 demands per batch; (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). The final award will provide for individual merit decisions for each separate claimant within the single batch arbitration award. If the arbitration provider will not administer the Batch Arbitration with one set of filing and administrative fees due per side per batch, then the arbitration provider’s mass arbitration fee schedule shall apply. AAA’s mass arbitration fee schedule is available on its website at www.adr.org/rules. For mass arbitrations before any other arbitration provider, if applicable, you and REELZ agree that its mass arbitration fee schedule shall apply, as necessary.

5. Opting Out. If your claim is not resolved as part of the Bellwether Arbitration and Global Mediation process outlined above, the parties shall also have the opportunity to opt out of arbitration and bring the pending Dispute to the state or federal courts located in Hennepin County, State of Minnesota, unless mandated by law to be filed in another state or federal court. The parties have 30 days from the date of the failed Global Mediation process to opt out. This shall not provide an opportunity for either party to opt out of arbitration for other claims. You may opt out of arbitration by providing written notice of your intention to opt out to the arbitration provider and to Arbitration Opt Out Notice, ReelzChannel, LLC c/o Chief Legal Officer, 3415 University Avenue, St. Paul, MN 55114, via certified mail, return receipt requested or hand delivery or by notice to the attorney representing REELZ in the arbitration proceeding. This written notice must be signed by you, even if it is also signed by your attorney. The written notice cannot be signed by an agent or other representative of yours in lieu of your signature. It must include a statement that you wish to opt out of arbitration within 30 days after the conclusion of the Global Mediation process. REELZ may exercise its equivalent opt-out right by sending written notice to you or your attorney, agent, or representative if you are represented.

6. Enforcement of Subsection. A Court of competent jurisdiction shall have the power to enforce Section 13.3.K, including by injunctive, declaratory, or other relief.

L. Live Testimony. You must appear to testify at any arbitration hearing personally, virtually, or in another manner authorized by law or the arbitration provider. You agree that if you fail to appear in one of these forms to testify, you consent to have the arbitrator order that the case be closed immediately.

M. Discovery and Information Exchange. Regardless of how the arbitration proceeds, each of you and REELZ shall cooperate in good faith in the exchange of non-privileged documents and information as necessary in accordance with the arbitration provider’s rules.

N. Attorney’s Fees and Fee Shifting. Each of you and REELZ may incur attorneys’ fees during the arbitration. Each side agrees to pay his, her or its own attorneys’ fees unless the claim(s) at issue permit(s) the prevailing party to be paid its attorneys’ fees, and in such instance, the fees awarded shall be determined by the applicable law(s).

O. Restrictions on Forms of Relief. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief, only to the extent necessary to provide relief warranted by that party’s individual claim, only as permitted by applicable law, and only to the extent that declaratory and injunctive relief are permitted by these Terms of Use. The arbitrator shall have no authority to award punitive, exemplary, multiplied or consequential damages or any other relief except those allowed under the law and these Terms of Use, including Section 10’s Limitation of Liability provisions. The arbitrator also may not order you or REELZ to pay any monies to or take any actions with respect to persons other than you or REELZ, respectively, unless you or REELZ explicitly consents in advance, after an arbitrator is selected, to permit the arbitrator to enter such an order, as applicable. Further, unless you and REELZ expressly agree, or subject to the provisions of Section 13.3.K above, the arbitrator may not consolidate other persons’ claims with yours or ours, and may not otherwise preside over any form of a representative, multi-claimant or class proceeding.

P. Confidentiality. You and REELZ agree to maintain the confidential nature of the arbitration proceeding and shall not disclose the fact of the arbitration, any documents exchanged as part of any mediation, proceedings of the arbitration, the arbitrator’s decision and the existence or amount of any award, except as may be necessary to prepare for or conduct the arbitration (in which case anyone becoming privy to confidential information must undertake to preserve its confidentiality), or except as may be necessary in connection with a court application for a provisional remedy, a judicial challenge to an award or its enforcement, an order confirming the award, or unless otherwise required by law or court order. In keeping with the confidential nature of the arbitration, you and REELZ agree that an order confirming the award is only necessary if the obligations of the award have not been performed. Therefore, before taking any steps to confirm the arbitration award, the party seeking confirmation of the award must give the other party notice of its intention to confirm the award. If the party who would be the respondent in any such confirmation proceeding performs its obligation under the terms of the arbitration award within 15 business days of such notice, the party who gave notice of its intent to confirm the award shall not seek to confirm or otherwise enforce the award.

Q. Severability of Portions of Section 13.3. With the exception of Section 13.3.I and Section 13.3K (i.e., the waiver of the ability to proceed on behalf of multiple claimants or a purported class and the Mass Filing procedure), if any part of Section 13.3 is deemed invalid, unenforceable, or illegal, then the balance of Section 13.3 shall remain in effect and be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision were not contained. If, however, either or both Section 13.3.I. or/and Section 13.3.K is found invalid, unenforceable or illegal, then the remainder of Section 13.3 and this paragraph shall be null and void, but the rest of these Terms of Use, including the provisions governing in which court actions against REELZ must be pursued and the choice of governing law will remain in effect and apply to any claim that, for this or any other reason, proceeds in court rather than in arbitration.

R. Court Proceedings. If a court issues a decision precluding or refusing to compel arbitration of any Dispute, the Dispute must be brought in the state or federal courts located in New York City, unless otherwise mandated by law to be filed in another state or federal court. For Disputes deemed not to be subject to arbitration, neither you nor REELZ shall be precluded from participating in a class-wide settlement of those claims if brought by another REELZ user or third party.

14. INTEGRATION AND SEVERABILITY. This Terms of Use (and all terms, conditions, and policies incorporated herein) constitutes the entire agreement between REELZ and you with respect to the Services and supersedes all prior or contemporaneous communications and proposals with respect to the Services. If any provision hereof is determined to be invalid or unenforceable, all other provisions shall remain in full force and effect. Customer service representatives are not authorized to modify these Terms of Use or any supplemental terms, either verbally or in writing, and any such modifications will have no effect.

15. MODIFICATION AND TERMINATION.

15.1 Modification of Services. REELZ reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof), with or without notice. You agree that REELZ shall not be liable to you or any third party for any modiﬁcation, suspension or discontinuance of the Services.

15.2 Termination. You agree to use the Services only for authorized and legal activities. These Terms of Use are eﬀective unless and until terminated by you or us. REELZ reserves the right, in its sole discretion, to terminate your access to all or part of the Services at any time and for any or no reason. Additionally, REELZ may, in our sole and absolute discretion, deny you access to all or part of the Services at any time for any or no reason at all, with or without notice to you. Termination of your account may also include, at REELZ’s sole discretion, the deletion of your account and/or User Content.

UPON OUR TERMINATION OF YOUR ACCOUNT OR ACCESS TO SERVICES, ALL RIGHTS GRANTED BY US TO YOU IN THESE TERMS OF USE WILL AUTOMATICALLY TERMINATE AND IMMEDIATELY REVERT TO US, BUT THESE TERMS OF USE WILL REMAIN IN FULL FORCE AND EFFECT WITH RESPECT TO YOUR PAST USE OF THE SERVICES, INCLUDING ALL RIGHTS GRANTED BY YOU TO US.

16. GENERAL TERMS

16.1 Force Majeure. Under no circumstances shall REELZ, Katapy, or its or their licensors or suppliers be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond their reasonable control.

16.2 No Waiver. No waiver of any provision of these Terms of Use will be binding unless in writing, no waiver of any provisions of these Terms of Use will be deemed a further or continuing waiver of such provision or any other provision, and the failure of REELZ to exercise or enforce any right or remedy in these Terms of Use does not waive that right or remedy. If a court of competent jurisdiction ﬁnds any provision of these Terms of Use to be invalid, the parties agree that the court should endeavor to give eﬀect, to the maximum extent permitted by law, to the parties’ intentions as reﬂected in the provision, and the other provisions of these Terms will remain in full force and eﬀect.

16.3 Third-Party Beneﬁciaries/Relationship between the Parties. REELZ and you acknowledge and agree that Katapy Inc. is a third party beneficiary of these Terms of Use with respect to the Services, and that, upon your acceptance of the terms and conditions of these Terms of Use, Katapy Inc. will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you with respect to the Services as a third party beneﬁciary thereof. You agree that, except as otherwise expressly provided in these Terms of Use, there shall be no third-party beneﬁciaries to these Terms of Use. No agency or employment between you and REELZ is created as a result of the Terms of Use or your use of the Services.

16.4 Miscellaneous. These Terms of Use, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms of Use, and any rights or licenses granted hereunder, may be assigned or delegated by REELZ without restriction. These Terms of Use bind and inure to the beneﬁt of each party and the party’s successors and permitted assigns. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms of Use. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. If you are using the Services for or on behalf of the U.S. government, your license rights do not exceed those granted to non-government consumers. The section titles in these Terms of Use are for convenience only and have no legal or contractual eﬀect. Any provision of these Terms of Use that by its nature is reasonably intended to survive beyond termination of these Terms of Use shall survive.

16.5 Notices. We may deliver notice to you by e-mail, posting a notice on the Services or any other method we choose and such notice will be eﬀective on dispatch. Any notices or customer service needs related to the REELZ+ app, including any changes to your subscription, must be directed to the following email address: support@reelzplus.com . If you give any other notice to us, it will be eﬀective when received and you must use the following email address: info@reelz.com. Furthermore, you consent to receive notices, including agreements, disclosures, and other communications, electronically from us at the email address you have provided or by posting the notice on our Site. You agree that these electronic notices satisfy any applicable notification requirements, including legal requirements that such communications be in writing.

16.6 U.S. Government Users. The Services constitute “Commercial Items”, as that term is deﬁned at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

16.7 Export Restrictions. The Terms of Use are expressly made subject to any laws, regulations, orders or other restrictions on the export from the United States of America of the Services or information about the Services which may be imposed from time to time by the government of the United States of America. You shall not export the Services or information about the Services without consent of REELZ and compliance with such laws, regulations, orders or other restrictions. You represent and warrant that (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

16.8 Open Source. The Services may contain or be provided together with open source software. Each item of opensource software is subject to its own applicable license terms and/or in the software documentation or the applicable help, notices, about or source ﬁles. Copyrights to the open source software are held by the respective copyright holders indicated therein.

17. CONTACT INFORMATION. Questions concerning the Terms of Use and Services should be directed to ReelzChannel, LLC at info@reelz.com, and questions and support concerning REELZ+ should be directed to support@reelzplus.com.

18. APPLE AND GOOGLE STORE-RELATED TERMS

REELZ and you acknowledge that these Terms are concluded between REELZ and you only, and not with third parties that operate using the Android operating system, which is owned by Google Inc., Roku, Inc., Apple Inc., or other such third party marketplaces, platforms, and technology providers (collectively, the “Marketplace Provider”), and that as between REELZ and the Marketplace Provider, REELZ, not the Marketplace Provider, is solely responsible for the Services.

You may not use the Services in any manner that is in violation of or inconsistent with the usage rules set forth for the Services in, or otherwise be in conﬂict with, the applicable market place terms of service (the “App Store Terms of Service”).

Your license to use the Services is limited to a non-transferable license to use the Services on an iOS product or Android-based product, as applicable, that you own or control, as permitted by the usage rules set forth in the App Store Terms of Service. The Marketplace Provider has no obligation whatsoever to provide any maintenance or support services with respect to the Services. If you have any questions, complaints or claims with respect to the Services, they should be directed to the Reelz or Katapy contacts as specified in Section 17 above.

The Marketplace Provider is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Services on an iOS product to conform to any applicable warranty, you may notify Apple Inc., and Apple Inc. will refund the purchase price for such Services to you, if any; and, to the maximum extent permitted by applicable law, Apple Inc. will have no other warranty obligation whatsoever with respect to such Services, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be REELZ’s sole responsibility, to the extent it cannot be disclaimed under applicable law.

REELZ and you acknowledge that REELZ, not the Marketplace Provider, is responsible for addressing any claims of you or any third party relating to the Services or your possession and/or use of the Services, including, but not limited to: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.

In the event of any third party claim that the Services or the end-user’s possession and use of the Services infringes that third party’s intellectual property rights, as between REELZ and the Marketplace Provider, REELZ, not the Marketplace Provider, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

REELZ and you acknowledge and agree that Apple Inc., and Apple Inc.’s subsidiaries, are third party beneﬁciaries of this EULA with respect to the Services, and that, upon your acceptance of the terms and conditions of this EULA, Apple Inc. will have the right (and will be deemed to have accepted the right) to enforce this EULA against you with respect to the Services as a third party beneﬁciary thereof.

The Google Play marketplace is owned and operated by Google. Your use of Google Play is governed by a legal agreement between you and Google consisting of the Google Terms of Service (found at http:// www.google.com/accounts/TOS) and the Google Play Terms of Service (found at https:// play.google.com/intl/en-US_us/about/play-terms.html). In addition, your use of Google Play is subject to the Google Play Business and Program Policies (http://play.google.com/about/androiddeveloper- policies.html). The Google Play Terms of Service, Google Play Business and Program Policies, and Google Terms of Service will take precedence in that order in the event of a conﬂict between them, to the extent of such conﬂict.

The Roku player is owned and operated by Roku, Inc. (“Roku”). Your use of Roku player is governed by a legal agreement between you and Roku consisting of the applicable end user license agreement, terms of use, or other such controlling document associated with your use or Roku products or services.