Terms & Conditions

1. Introduction

a)Please read carefully the following provisions of this Terms of Use (“Terms of Use”). This is a legal agreement between you (“you”, “your” or “user”) and Griebs AtoZ Media Inc., (“MioAmigo”) regarding the use of (i) the MioAmigo software programs, including mobile applications and related documentation being installed or used by you on any of your devices (the “Software”); and/or (ii) any of the services enabled by the Software (the “Services”).

b)By downloading or otherwise accessing the Software and/or Services, however accessed, you acknowledge that you have read, understood, and agree to be bound by the following Terms of Use (including any additional guidelines and future modifications), MioAmigo’s Privacy Policy (“Privacy Policy”), Copyright Policy (“Copyright Policy”) and Publisher Terms & Conditions (“Publisher Terms & Conditions”), and if you are a Broadcaster you are also bound by our Broadcaster Terms (“Broadcaster Terms”), each of which is incorporated herein by reference (collectively, “Terms of Use”).

c)If at any time you do not agree to any of the Terms of Use, you may not use the Software or Services and must immediately terminate your use of the Software and all Services.

2. Eligibility

a)The Software and Services are intended solely for users who are eighteen (18) years of age (collectively, “Age of Consent”), or older, and any registration, use or access to the Software or Services by anyone under the Age of Consent is unauthorized, unlicensed, and in violation of the Terms of Use. By accessing or using the Software or Services, you represent and warrant that you: (i) are over the Age of Consent or over the legal age of majority under applicable law in the jurisdiction in which you reside or in the territory of your citizenship; (ii) have the legal power to form a binding contract with MioAmigo; and (iii) are physically located in a jurisdiction in which the use of the Software and Services is permitted by law. MioAmigo may terminate your account at any time delete any content or information you have submitted, and prohibit you from using the Software or Services, if it has any reason to believe that you are under the age of majority in your jurisdiction, or that the Software or Services are prohibited in your jurisdiction.

3. Account Registration

a)For certain features of the Services, we may require you to register with MioAmigo and create an account in order to use our Software or Services, or any portion thereof. When you create an account, you will be asked to provide certain information, which may involve: (a) registering a unique username and password; (b) providing contact information, such as your name, phone number, and email address; (c) payment and billing information; and (d) any other information we request. Please note that you may only register for a single account and you may not use or access our Services with multiple accounts.

b)You are solely responsible for keeping your account information secure. Please do not share your account information with anyone and notify us immediately as detailed in the “Contact us” section. if you have lost control of your account information or you suspect there is unauthorized or suspicious activity in your account. You remain fully liable for any actions taken in respect to your account, regardless of whether these actions were taken by you or an unauthorized third party that has gained access to your account.

c)As the holder of your account, you are solely responsible for complying with these Terms of Use, and only you are entitled to all benefits accruing thereto. You may not allow any other person to (i) access your account; or (ii) access the Software or Services through your account. You understand and acknowledge that your account is strictly personal and may not be transferred to any other person or account.

d)We reserve the right to verify your registration details, such as name, address, age, and payment methods used, at any time, by requesting certain documents. These documents shall typically include an identity card, proof of address such as a utility bill, and proof of your payment method. If deemed necessary, we may request that the said document copies are notarized, meaning that the documents are stamped and attested by a public notary. In the event our requests for documents are not completed by you, MioAmigo may at its sole discretion terminate your account, and withhold any funds or virtual items (including Virtual Gifts and Diamonds, as defined below) that are present therein.

e)You agree to update any provided information or data or to provide additional items as part of ongoing efforts to prevent money laundering and illegal and fraudulent activities, and/or to comply with any other policies or protocols we elect to put in place. You agree that all information and data that you provide to us either at the time you register for an account or at any subsequent time will be truthful, accurate and verifiable in all respects and, by providing such information and data, you consent to us submitting it to third party providers such as age verification and identification services to verify your account.

f)We reserve the right at any time to investigate your account, including performing background checks and credit checks, in order to ensure compliance with these Terms of Use and our obligations and to ensure that no improper or illegal activity is or has taken place. In the event that we determine that your account has been involved in any illegal, fraudulent or improper activity, we reserve the right to terminate immediately your account without notice or liability.

4. License Grant

a)Subject to your compliance with the Terms of Use, MioAmigo grants you a worldwide conditional, limited, non-commercial (expect as permitted by MioAmigo), non-exclusive, non-sublicensable, non-assignable, non-transferable, freely revocable license to download, install, access and/or use one (1) copy of the Software and Services, in object code format, only on your personal computers or personal mobile devices (if you have downloaded the Software from the Apple App Store, then only on your Apple computer, iPhone, iPod touch, iPad or iWatch) (each, a “Device”) for the sole purpose of personally using the Services (expect as permitted by MioAmigo) through use of the Software, and if you have downloaded the Software from the Apple App Store, as permitted by the relevant terms set forth in these Terms of Use. You acknowledge and understand that MioAmigo may terminate this license at any time for any reason or no reason.

5. Ownership

a)The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software includes trade secrets and information that is confidential and proprietary to MioAmigo and you agree to take all necessary actions to protect the confidentiality of such information. All ownership rights in the Software and Services, including any related documentation and any new releases, modifications, and enhancements thereto belong exclusively to MioAmigo and its licensors, if any, including all intellectual property rights therein. The Software is licensed, not sold. Title does not pass to you. There is no implied license, right or interest granted in any copyright, patent, trade secret, trademark, invention or other intellectual property right. MioAmigo hereby expressly reserves all rights in the Software and Services which are not expressly granted to you hereunder.

6. User Representations and Use Restrictions

a)You may use the Software solely for purposes of enabling you to use and enjoy the Services, and only as permitted by the Terms of Use. You only obtain a license to use the object code version of the Software. You shall not (i) copy, modify, adapt, translate into any language, distribute, or create derivative works based on the Software or any of the Services; (ii) incorporate any portion of the Software of Services into your own programs or compile any portion of the Software in combination with your own programs or transfer it for use with another service or program; (iii) sublicense, sublease, lease, lend, assign, sell, license, distribute, rent, export, re-export or grant other rights in the Software or Services and any attempt by you to take such action shall be void; (iv) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Software or any of the Services by any means whatsoever; (v) remove, obscure or alter any copyright and/or other proprietary notices contained on or in or otherwise connected to the Software or any of the Services; (vi) use the Software or any of the Services to create or proliferate a virus or to circumvent any copy protection or other digital rights management mechanism.

b)You further represent and agree that you shall not (i) use the Software or any of the Services in violation of any applicable law or for any illegal or unauthorized purpose; (ii) use the Software or any of the Services in any manner which could damage, disable, overburden or impair any of the Services; (iii) use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Software or any of the Services in a manner that sends more request messages to the MioAmigo servers than a human can reasonably produce in the same period of time manually; (iv) transmit invalid data, worms, viruses, Trojan horses or any code of a destructive nature; (v) transmit spam, chain letters, materials related to any political campaigns, commercial solicitations, mass mailings, or any form of spam or other unsolicited texts or emails; (vi) display, transmit or share any content consisting of data, text, sounds, audio, pictures, photos, video, sound recordings, musical works, narration, Broadcast Content (as defined in Section 10 below), works of authorship and/or any type of materials, information or communications (collectively, “Content”) deemed unlawful, harmful, threatening, pornographic, obscene, sexually explicit, abusive, racially or ethnically or otherwise offensive, libelous or defamatory, infringing, invasive of personal privacy or publicity rights, harassing, bullying, depicting or inciting violence (including suicide), hate speech, humiliating to other people (publicly or otherwise), profane, injurious or otherwise objectionable, or any Content that encourages conduct that would be considered a criminal offense or bring forth civil liability, or that is otherwise inconsistent with our Community Guidelines (“Objectionable Content”); (vii) attempt to hack, destabilize, adapt, obtain unauthorized access or otherwise interfere with MioAmigo’s website, the Software (or its source code) or any of the Services, or alter another website or mobile app so as to falsely imply that it is affiliated with MioAmigo; (viii) collect or harvest any personally identifiable information, including account names, from the Software or any of the Services; (ix) use a false phone number or email, or impersonate another person or entity, or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity; or (x) use or access any of the Services by any means other than through the interface provided by MioAmigo; (xi) help or encourage other Users to violate these Terms of Use; (xii) use a domain name, trade name or URL in your username without our prior written consent.

c)You acknowledge and agree that you are solely responsible for your conduct and any Content that you transmit or display through the Software or Services and that MioAmigo is not responsible to you or any third party in connection with any Content. MioAmigo reserves the right (but not the obligation) to remove, edit or refuse to transmit any Content for the purpose of enforcing the Terms of Use, or for any other reason in MioAmigo’s sole discretion, but does not regularly review Content. You represent, warrant and agree that: (1) you are the creator and owner of the Content or have the necessary rights to transmit or display the Content; (2) you agree to pay for all royalties, fees, and any other monies owing any person by reason of any of your Content; and (3) the Content you transmit or you display does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, mask work right, moral right, privacy right, right of publicity, trade dress and service mark right, goodwill, or any other intellectual property or proprietary right as may now exist or hereafter come into existence; (ii) contain any Objectionable Content; (iii) require MioAmigo to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; (iv) result in a breach of contract between you and a third party or will not be in violation of any applicable law or regulation; (v) contain any information that is confidential or proprietary to a third party; or (v) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person. Violators of these rights may be subject to criminal and civil liability. MioAmigo reserves all rights and remedies against anyone who violates any of the provisions of the Terms of Use.

d)MioAmigo reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Software or Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your wireless (cellular) carrier regarding such unauthorized use.

e)We reserve the right to disclose or report any money laundering or other illegal activity to law enforcement and regulatory authorities. Any attempt to deliberately damage the Services or violation of criminal or civil laws and should such an attempt be made, MioAmigo reserves the right to seek damages and other remedies from you to the fullest extent permitted by law.

7. Grant of Rights to MioAmigo

a)If you transmit or share your Content in the Services or otherwise share your Content with or link your Content to the Services, for example, through Reference Sites or other third-party applications connected to your MioAmigo account, you represent and warrant that you have all rights necessary to expressly grant, to MioAmigo, its licensors and other MioAmigo partners a royalty-free, sub licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, host, store, reproduce, modify, adapt, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, transmit, communicate to the public, make available, make derivative works of, and otherwise exploit and use, all such Content and without no limitation, any name, voice, image and/or likeness as contained in your Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Software and Services and MioAmigo’s (and its successors’ and affiliates’) businesses, including without limitation for promoting and redistributing part or all of the Software or Services (and derivative works thereof) in any media formats and through any media channels. For clarity, the rights granted by you in this section to MioAmigo include the right to reproduce your Content on a royalty-free basis and that MioAmigo will have no obligation to pay royalties to you or any third party involved in the creation of your Content. Further, you understand that the license granted by you to MioAmigo hereunder will survive any termination of your use of the Software or Services.

b)Any Content transmitted by you will be considered non-confidential and non-proprietary, and treated as such by MioAmigo, and may be used by MioAmigo in accordance with these Terms of Use without notice to you and without any liability. You waive any rights to prior inspection or approval of any marketing or promotional materials related to any Content. You also waive any and all rights of privacy, publicity or any other rights of a similar nature in connection with your Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any Content you transmit or display through the Services.

с)You agree and acknowledge that Content you transmit through the Services may be distributed, viewed, accessed and commented globally by other users of the Software or Services and that MioAmigo will not be held liable for any unauthorized use of Content or any comment thereon by any person. You acknowledge and agree that MioAmigo may collect, use and share information related to your use of the Services as described in the Privacy Policy and including certain information contained in the devices to which you have downloaded the Software for purposes of your use of the Services, such as the address books and unique phone identifiers (IMEI, Google Advertisements ID, or other) contained in such devices.

d)You acknowledge and agree that any comments, suggestions, or feedback relating to the Software or any of the Services (“Feedback“) submitted to MioAmigo are gratuitous, unsolicited and without restriction, and shall become the property of MioAmigo. MioAmigo will have exclusive ownership of all rights to the Feedback. MioAmigo will be entitled to use the Feedback for any commercial or other purpose whatsoever, without any compensation to you or any other person. MioAmigo will not be required to treat any Feedback as confidential. You agree that you do not acquire any right in or to the Software or any of the Services (or any changes, modifications or corrections thereto) by virtue of any Feedback. You acknowledge that you are responsible for whatever material is submitted by you, including its legality, reliability, appropriateness, originality, and copyright.

8. Third Parties; Third-Party Sites, Products and Services; Links

a)The Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the Software falls under the scope of this Terms of Use. Portions of the Software or the Service may include software that we license from third parties, which may include open source and related components (“Third Party Software”) and is subject to the terms imposed by third party licensors. We do not make any warranty with respect to Third Party Software.

b)The Services may include links or references to third-party web sites or applications offering products or services, including games, applications, third party shopping merchants, images, special offers, or other events or activities, that are operated and maintained by other persons and/or that are not owned by MioAmigo (“Reference Sites“). The Terms of Use do not apply to Reference Sites. Please be aware of when you visit or use any Reference Sites, and we encourage you to read the Terms of Use and privacy policies of any Reference Sites that you visit or use.

c)MioAmigo does not assume any responsibility for Reference Sites. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk. You expressly relieve MioAmigo from any and all liability arising from your use of any Reference Sites.

d)If you have downloaded the Software or Services from the Apple, Inc. (“Apple”) App Store or if you are using the Software or Services on an iOS device, you acknowledge that you have read, understood, and agreed to the following notice regarding Apple. These Terms are between you and MioAmigo only, not with Apple, and Apple is not responsible for the Software or Services and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Software or Services. In the event of any failure of the Software or Services to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the Software or Services to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Software or Services. Apple is not responsible for addressing any claims by you or any third party relating to the Software or Services or your possession and/or use of the Software or Services, including: (1) product liability claims; (2) any claim that the Software or Services fail to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Software or Services and/or your possession and use of the Apps infringe that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Software or Services. Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use, and upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary of these Terms of Use. You hereby represent and warrant that (1) 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 (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

9. Third Party Fees

a)For particular devices, MioAmigo may ask your permission to use your native SMS application to deliver messages or invitations to people who are not registered users of the Services and with whom you choose to communicate. Some of these services may charge additional fees and by providing your permission, you agree to pay all additional fees.

10. Live Streaming

a)The Services enable you to view live stream audio visual content (“Broadcast Content”) which is created and transmitted by another user (“Broadcaster User”). The Services enabled you to view the Broadcast Content at a public, premium and private modes. Entry to premium or private modes are at the discretion of the user and the Broadcaster User.

b)You acknowledge and agree that MioAmigo reserves the right, but is not obligated to, pre-screen any Broadcast Content transmitted by any User. MioAmigo may, but as no obligation, to use automated, semi-automated, and manual checks of Broadcast Content, however you understand and agree that MioAmigo cannot find all objectionable Broadcast Content and makes no warranties to you with respect to any Broadcast Content. If you would like to report an issue concerning any Broadcast Content, please notify MioAmigo immediately via our in-app feature support@MioAmigo.net . All Broadcaster Content is subject to our Community Guidelines and our Broadcaster Terms.

11. Coins; Digital Gifts

a)The Services may offer a feature allowing you to transfer funds in escrow to MioAmigo resulting in you holding virtual items known as “coins” (“Coins”) for use in the Service, and (ii) to use Coins to purchase (a) virtual in-Service items (“Virtual Items”) or (b) virtual cards (“Amigo Coins”, and together with Virtual Items, “Digital Gifts”), by way of which you engage with a Broadcaster. Notwithstanding the use of terms such as transfer or any other terms hereof, you acknowledge and agree that amounts transferred by you to MioAmigo as stated above are held by MioAmigo on your behalf until such time as you give a Digital Gift to a Broadcaster. At such time, the amount of reduction in your Coins balance reflects an amount which ceases to be held by MioAmigo on your behalf and which is deemed paid by you in accordance herewith (including the Broadcaster Terms).

b)You acknowledge and agree that the purchase of any Coins by you must be made lawfully and with actual currency. Any Digital Gifts that are gifted to a Broadcaster User (or received thereby) are converted in the Broadcaster’s account to, and are referred to herein as, “Amigo Bonus”. Notwithstanding your purchase or possession of Digital Gifts, you acknowledge and agree that you do not in fact own the Digital Gifts, and the amounts of any Digital Gifts in your MioAmigo account do not refer to any credit balance of real currency or its equivalent.

c)Giving of Digital Gifts is permitted solely to the extent made in accordance with this Terms of Use and via the designated features in the Software or Services.

d)Any giving of a Digital Gift by a User to a Broadcaster is made solely in the User’s discretion. Insofar as a User has given a Digital Gift to a Broadcaster, such action cannot be refunded or undone, and the Digital Gift cannot be withdrawn. Any attempt to transfer, sell or perform any other action related to Digital Gifts in violation of these Terms of Use may subject the account holder to termination of his/her account and/or legal action. MioAmigo merely facilitates the collection and transmission of the Digital Gift to the Broadcaster and shall not be deemed as acting as an agent in procuring or providing the Digital Gifts. MioAmigo also retains no actual or apparent authority to contract on behalf of either the User or Broadcaster to effectuate the giving of Digital Gifts. The sole contractual rights arising as between the Broadcaster and the User are granted in this Agreement and nothing in this Agreement shall be read to imply that a right or obligation is provided with respect to MioAmigo as to the giving of Digital Gifts.

e)Giving a Digital Gift by a User to a Broadcaster may result in income being earned by the Broadcaster at such time, in accordance with the 70% ratio between digital gifts and diamonds as published by MioAmigo from time to time (and as amended).

f)The purchase of Coins and/or giving of a Digital Gift is considered a completed transaction when MioAmigo provides confirmation of receipt of an electronic payment from User, including via the online application store from which User downloaded the Software or via the MioAmigo’s electronic payment provider with respect to the web product. In the event that for any reason the electronic payment by the User to MioAmigo is not successfully completed, the purchase of Coins and/or giving of the Digital Gift by the User to the Broadcaster may be cancelled in MioAmigo’s sole discretion. If you disagree with any part of, or do not fully understand MioAmigo’s policies as described herein, please refrain from purchasing Coins or using any Digital Gifts.

g)The ratio of actual money to Coins and of Coins to Digital Gifts is determined by MioAmigo in its sole discretion, and MioAmigo further reserves the right to modify the ratio of actual currency to Amigo Coins and of Coins to Digital Gifts from time to time, with or without reason, in its sole discretion. By your use of the Services, you confirm your understanding of and accept the then-current ratio of actual money to Coins and of Coins to Digital Gifts at the time of your purchase.

h)Any balance of Coins shown in your MioAmigo account does not constitute a real world balance or reflect any stored value. You will not be able to sell Coins , whether in exchange for virtual or real currency credited back to your MioAmigo account or otherwise. You will not receive a refund of virtual or real currency for Coins (including any virtual currency) if your access to the Services has been suspended, limited or terminated by you or by MioAmigo; in all other cases, any refund request by you will be considered by MioAmigo in accordance with its internal policies.

i)In the event your MioAmigo account balance with respect to Coins is incorrect due to system maintenance or other technical failures, MioAmigo will use commercially reasonable efforts to correct your MioAmigo account balance. You may contact us regarding your MioAmigo account balance of Coins, purchases of Digital Gifts and/or giving Digital Gifts at support@MioAmigo.net .

j)Your use of any Coins and/or Digital Gifts must be solely for legitimate purposes within the Services, and must comply with these Terms of Use and with all applicable laws at all times. You acknowledge and agree that MioAmigo may change, modify or update the terms of sale in connection with Coins and/or Digital Gifts from time to time, and that such revised terms will apply to all subsequent purchases of any Coins and/or Digital Gifts, and you further agree that you will review these Terms of Use and any terms regarding the sale of Coins and/or Digital Gifts prior to making any purchase.

k)MioAmigo reserves the right to confiscate Coins in your MioAmigo account, if it reasonably considered your account to be dormant. An account will be deemed as dormant if it has not been active for a period of forty-five (45) days (“Dormant Account”).

l)You must use the Coins in your MioAmigo account by no later than 45 days after such Coins have been purchased (“Distribution Period”). MioAmigo reserves the right to permanently confiscate from your MioAmigo account any Coins not used within the Distribution Period or in the event that MioAmigo determines, in its sole discretion, that your account is a Dormant Account.

m)MioAmigo takes fraud seriously. Please note that in addition to taking any desirable or necessary legal action, MioAmigo reserves the right to terminate your use of the Software and Services and/or to permanently confiscate any Coins from your MioAmigo account that it determines, in its sole discretion, were acquired using fraudulent or otherwise improper means. MioAmigo will notify you prior to such confiscation in order to provide an opportunity for you to make an appeal via the Services; provided, however, that MioAmigo’s determination, in its sole discretion, shall be final and binding on you.

n)Any Dormant Account fees or amounts confiscated from you in accordance herewith, shall be reduced from your Coins balance and reflects an amount which ceases to be held by MioAmigo on your behalf.

o)MioAmigo may charge you fees for handling your purchases and withdrawals to and from your account as be detailed in the “Cashier” from time to time.

12. Emergency Services

a)The Software and Services are not intended to support or carry emergency calls to any type of hospitals, law enforcement agencies, medical care unit or any other kind of services that connect a user to emergency services personnel or public safety answering points pursuant to applicable local and or national regulatory requirements (“Emergency Services”). There are important differences between traditional telephone services and the Software and Services. You acknowledge and agree that: (i) MioAmigo is not required to offer access to Emergency Services under any applicable local and/or national rules, regulations or law; (ii) it is your responsibility to purchase, separately from the Software, traditional wireless (cellular) or fixed line telephone services that offer access to Emergency Services, and (iii) MioAmigo is not a replacement for your primary telephone service.

13. Availability and New Versions of the Software

a)MioAmigo may, with or without prior notice, stop providing the Software, features of the Software, and/or any of the Services, to you or to users generally, or create usage limits for the Software or any of the Services. MioAmigo, in its sole discretion, reserves the right to add additional features or functions, or to modify or provide programming fixes, updates and upgrades, to the Software or Services without notice. MioAmigo has no obligation to make available to you any additional features or functions or any modifications, updates, support, maintenance or subsequent versions of the Software or any of the Services. You may have to agree to a renewed version of some or all of the Terms of Use in the event you want to download, install or use any additional features or functions or any modifications, updates or new versions of the Software or Services. You acknowledge that MioAmigo may automatically issue any additional features or functions or modifications, updates or upgraded versions of the Software or Services and, accordingly, may modify, update or upgrade the version of the Software or Services that you are using or have installed on your Device. You hereby agree that your Device may automatically request and/or receive such modifications, upgrades or updates.

14. Storage and deletion of your Content

a)Storage space is inherently limited and as a result we are careful not to overload our servers. Accordingly, you acknowledge and agree that MioAmigo is not under any obligation to preserve, provide access to or return to you any Content and that MioAmigo shall have no responsibility for the modification, loss, deletion or destruction of any Content, including any stored Content. You further understand and agree that MioAmigo may remove certain Content from its storage systems periodically in its discretion without notice to you.

15. Termination

a)By you. You may terminate your use of the Services at any time by uninstalling and deleting the Software from all of your devices. If you have subscribed to any Premium Services, you agree that you are solely responsible for directly terminating all future payment obligations you may have with any Store and/or payment processing service in connection with the Premium Services. You may choose do delete your account prior to deleting the Software from your device. MioAmigo will than delete all your content and account details. MioAmigo reserves to right to retain any of Your data which is necessary to comply with any applicable law of legal obligation.

b)By MioAmigo. Without limiting any other remedies, MioAmigo may remove, block, suspend at its sole discretion, any Content you share on the Service as well as modify, limit, suspend, discontinue or terminate any of the Terms of Use, access and/or your use of all or any part of the Software and/or Services, with immediate effect, automatically, with or without notice and without recourse to the courts or other tribunals, for any reason or for no reason, including without limitation if MioAmigo believes that you are (i) in breach of any of the terms of any of the Terms of Use, (ii) creating problems or legal and/or regulatory liabilities (actual or potential), (iii) delinquent with respect to any charges due for a Premium Service, (iv) infringing a third party’s intellectual property rights, (v) displaying transmitting or sharing any Objectionable Content, (vi) engaging in fraudulent, immoral or illegal activities (vii) endangering MioAmigo’s users community. You agree that MioAmigo is under no obligation to provide the Services, including without limitation any Premium Services, and that neither MioAmigo nor any third party shall be liable to you or to any other party for any limitation, suspension, discontinuance, termination or modification of the Software and/or any of the Services.

16. Survival

a)The following sections will survive termination: 4, 5, 7, 16,18, 19, 20, 22 and 24.

17. Indemnification

a)You hereby agree to indemnify, defend and hold harmless, MioAmigo, its licensors, its agents, its partners, and its and their respective affiliates, officers, directors, employees, contractors and suppliers (including MioAmigo, collectively the “MioAmigo Parties”), from and against any and all claims, obligations, actions, losses, liability, damages and costs, including but not limited to reasonable attorneys’ fees incurred by such parties, in connection with or arising out of (a) your violation or breach of any term of the Terms of Use or any applicable law, rule or regulation, whether or not referenced herein, or (b) your violation of any rights of any third party, or (c) your use or misuse of the Software and/or any of the Services, or (d) your Content or other communication displayed or transmitted by means of the Software and/or any of the Services, or (e) any other party’s access and use of the Software, Services and/or Content with your phone number or username, or (f) any taxes related to your purchase and/or use of any of the Services (other than taxes based on the income of MioAmigo).

18. Warranty Disclaimer

a)The Software and Services are provided to you “AS IS” and “AS AVAILABLE” with no warranties. To the maximum extent permitted by law, the MioAmigo Parties hereby disclaim all warranties, terms, and conditions, express or implied, either in fact or by operation of law, statutory or otherwise, including, without limitation, warranties, terms or conditions of merchantability, fitness for a particular purpose, satisfactory quality, correspondence with description, title, non-infringement, and accuracy of information generated. You further acknowledge that the MioAmigo Parties (and if you downloaded the Software from any mobile applications stores) have no obligation whatsoever to furnish any maintenance or support services with respect to the Software and/or Services.

b)The MioAmigo Parties do not warrant that the Services or the content displayed or transmitted on or through any of the Services, will be uninterrupted, up-to-date, complete or free of errors, viruses or other harmful components, and do not warrant that any of the foregoing will be corrected. The MioAmigo Parties do not warrant or make any representations regarding the use of, or the results from the use of, the Software or Services you agree that MioAmigo shall not be liable for any damages or injury caused by the Software or your use of the Services including, but not limited to, any error, omission, deletion, defect, or any failure to perform, error, omission, interruption, deletion, defect or delay in operation.

c)We do not warrant that the Software or Services will work on all devices. You are solely responsible for obtaining and maintaining compatible devices necessary to access and use our Software or Services.

d)You understand and agree that you transmit, display, store, view or receive Content through the Software and Services at your own discretion and risk and that you will be solely responsible for any damage that results from the Software and Service or any content, including any loss of data or damage to your property (including your device and computer system).

e)All materials and Content which are accessible on the Software and Services are for general purposes only. We do not guarantee the accuracy or otherwise of such materials and Content, or that you will achieve any particular result our outcome from using such Content. Content transmitted by the use of the Software and Services is entirely the responsibility of the person from whom such Content originated. You use the Software and Services at your own risk and understand that by using the Software or any of the Services, you may be exposed to Content that is offensive, harmful to minors, indecent or otherwise objectionable. Any use or reliance on any Content is solely at your own risk. MioAmigo does not endorse any Content and expressly disclaims any and all liability in connection with any and all Content transmitted or displayed using the Software and/or Services. You hereby release and discharge the MioAmigo Parties from any and all claims and demands arising out of or relating to any Content.

19. Limitations of Liability

a)To the maximum extent permitted by applicable law, in no event shall the MioAmigo Parties be liable, whether based in contract, tort (including negligence), or any other legal theory, for any indirect, incidental, consequential, exemplary or punitive damages or losses of any nature, including without limitation any damages or losses for lost revenue or profits, loss of business, loss of goodwill, loss of data, loss of Content, work stoppage, accuracy of results or device or computer failure or malfunction arising out of or in connection with the Software and/or any of the Services, the Terms of Use or the performance, suspension, termination or breach hereof, even if MioAmigo or any other MioAmigo Party has been advised of or should have known of the possibility thereof. In no event shall the aggregate liability of the MioAmigo Parties exceed the amount you paid to MioAmigo for any products or services purchased from MioAmigo on any of the services during the six (6) month period immediately preceding any claim.

b)The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. As some jurisdictions do not allow some of the exclusions or limitations set forth above, some of these exclusions or limitations may not apply to you. In such event the liability of the MioAmigo Parties will be limited to the maximum extent possible under applicable law. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS, SOFTWARE, SERVICES OR CONTENT SOLD OR PROVIDED BY THIRD PARTIES AND RECEIVED THROUGH OR ADVERTISED ON ANY OF THE SERVICES.

20. Claims

a)You and MioAmigo agree that any cause of action arising out of or related to any of the services or software must commence within one (1) year after the cause of action accrues. otherwise, such cause of action is permanently barred.

21. Export and Sanctions

a)The Software and Services may only be operated, exported or re-exported in compliance with all applicable laws and export regulations of the United States and the country in which you obtained them. The Software and Services are specifically subject to the U.S. Export Administration Regulations; diversion contrary to United States law is prohibited. You may not export, directly or indirectly, the Software, Services or technical data licensed hereunder or the direct product thereof to any country, individual or entity for which the United States Government or any agency thereof, at the time of export, requires an export license or other government approval, without first obtaining such license or approval.

b)Users are required to comply with all applicable economic sanctions laws, including those administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”) and may not use, export or transfer any portion of the Software or Services or any related technical information or materials, directly or indirectly, except as authorized by such sanctions laws. These laws generally prohibit or restrict transactions involving: (i) certain countries or regions, including Crimea, Cuba, Iran, North Korea, and Syria, as well as any individual or entity from, located in, ordinarily resident in, or affiliated with the governments of those countries or regions; (ii) certain individuals or entities, including those identified on lists published by OFAC, such as the Specially Designated Nationals and Blocked Persons (“SDN”) List; (iii) nationals of Cuba; and (iv) the Government of Venezuela. Users may only access the Software and Services in compliance with these laws. Persons who are from, located in, or ordinarily resident in countries or regions subject to U.S. sanctions, who are associated with or acting on behalf of the governments of those countries or regions, who are SDNs or other denied or blocked parties under U.S. law, or who are otherwise subject to sanctions are prohibited from accessing or using the Software or Services absent a license or other government approval or authorization. MioAmigo has the right to deny access to, or terminate its relationship with, any person that fails to comply with these laws.

22. U.S. Government Rights

a)All Software, the Services and technical data are commercial in nature and developed solely at private expense. The software program and documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the software program and/or documentation by the U.S. Government or any of its agencies shall be governed solely by the Terms of Use and shall be prohibited except to the extent expressly permitted by the Terms of Use. Any technical data provided that is not covered by the above provisions is deemed to be “technical data-commercial items” pursuant to DFAR Section 227.7015(a). Any use, modification, reproduction, release, performance, display or disclosure of such technical data shall be governed by the terms of DFAR Section 227.7015(b).

23. General

a)Notices. MioAmigo may provide you with notices, including those regarding changes to the Terms of Use, by email, via the Services or postings on the MioAmigo website: https://www.MioAmigo.net/. Notice will be deemed given twenty-four (24) hours after email is sent. Notice posted on the MioAmigo website or via the Services is deemed given ten (10) days following the initial posting. MioAmigo reserves the right to determine the form and means of providing notifications to our users.

b)Amendments. MioAmigo reserves the right to amend any of the Terms of Use at any time by publishing the revised Terms of Use, Community Standards, Privacy Policy, Copyright Policy, Broadcaster Agreement and/or Third Party License on the MioAmigo website or by otherwise providing notice of such amendment pursuant to the notice provisions above. The revised Terms of Use shall become effective following the applicable notice period, unless you expressly accept the revised Terms of Use earlier by clicking on the accept button. Your express acceptance or continued use of the Software or Services after the applicable notice period shall constitute your acceptance to be bound by the revised Terms of Use.

c)Entire Agreement. The Terms of Use (consisting of the Terms of Use, Community Standards, Privacy Policy, Copyright Policy, Broadcaster Agreement and Third Party License) represent the complete agreement between you and MioAmigo and may only be amended as set forth under as expressly provided herein. If any provision of the Terms of Use is held to be unenforceable, such provision shall be modified only to the extent necessary to make it enforceable and shall not affect the enforceability or validity of the remaining provisions, which shall remain in full force and effect.

d)Assignment. You are not allowed to assign any of the Terms of Use or any rights or obligations thereunder. Any attempted transfer or assignment in violation thereof shall be null and void. MioAmigo is allowed at its sole discretion to assign or transfer any of the Terms of Use and any rights thereunder to any third party, without giving of notice.

e)Waiver. The failure of any MioAmigo Party to exercise or enforce any right or provision of the Terms of Use will not constitute a waiver of such right or provision. Any waiver of any provision of the Terms of Use will be effective only if in writing and signed by MioAmigo.

f)Headings. The heading references herein are for convenience purposes only, do not constitute a part of the Terms of Use, and will not be deemed to limit or affect any of the provisions hereof.

g)Governing Law and Disputes. The Terms of Use are governed by the laws of the State of New York as such laws are applied to agreements entered into and to be performed entirely within New York between New York residents, and by the laws of the United States. The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to the Terms of Use. You agree that the Services shall be deemed solely based in California and each a passive Service that does not give rise to personal jurisdiction over MioAmigo, either specific or general, in jurisdictions other than the State of California. Any dispute, claim or controversy arising out of or relating to any of the Terms of Use, or the breach, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of any of the Terms of Use to arbitrate, shall be determined by arbitration. The arbitration shall be administered by the Judicial Arbitration and Mediation Service (JAMS), and the arbitration shall be conducted with a single arbitrator. Furthermore, you agree that neither you nor MioAmigo will join any claim with the claim of any other person or entity in arbitration; that no claim will be resolved on a class-wide basis; and that neither you nor MioAmigo will assert any claim in a representative capacity on behalf of anyone else. Notwithstanding the foregoing, you agree that MioAmigo shall be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. You agree not to commence or prosecute any action against any MioAmigo Party other than by filing an arbitration complaint in accordance with this paragraph. By agreeing to be bound by the Terms of Use, you are waiving any right you have to seek relief in a court of law and any right you have to a trial by jury.

h)Injunctive Relief. You acknowledge that the obligations made hereunder to MioAmigo are of a unique and irreplaceable nature, the loss of which shall irreparably harm MioAmigo and which cannot be replaced by monetary damages alone so that MioAmigo shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief.

i)Third Party Beneficiaries and Agreements. If you downloaded the Software from the Apple App Store, you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the Terms of Use, and that, upon your acceptance of the Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms of Use against you as a third party beneficiary hereof. You agree to comply with, and your license to use the Software and Services is conditioned upon your compliance with, all applicable third-party terms of agreement, including those of any Application Store, as may be applicable, when using the Software and/or Services.

j)No Partnership, Agency, Joint Venture. The Terms of Use do not create or imply any partnership, agency or joint venture.