THE MY PRO WEBSITE & APP CONTENT SALES & BROADCASTING AGREEMENT & TERMS OF USE & PRODUCT SALES TERMS OF USE & PRIVACY POLICY

PLEASE CAREFULLY READ THE FOLLOWING (1) MY PRO CONTENT SALES AND BROADCASTING AGREEMENT AND (2) THE MY PRO WEBSITE AND APP TERMS OF USE AND (3) THE MY PRO PRIVACY POLICY AS THEY CONSTITUTE WRITTEN AGREEMENTS BETWEEN YOU AND PRO PLAY LLC d/b/a MY PRO.

AGREEMENT

1. INTRODUCTION: Make Money From The Content That You Create By Starting Your Own Subscription Broadcasting “Shout Out” Channel and Also By Selling Your Audio and Audio Visual Content From Your Own Individual Channel Page On MY PRO, Absolutely Free and Without Any Startup Or Hosting Fees!

At MY PRO any person, group, business, charity and/or association can use their phone, computer or tablet camera or any camera to create, upload and broadcast their own content on their own “Shout Out” channel and sell access to the content on it for a monthly subscription fee.

Everyone can set their own monthly subscription rate that will be charged to subscribers in order to view the content on their own “Shout Out” Channel.

The monthly subscription revenue that is actually received is split with the “Shout Out” Channel content provider receiving forty five percent (45%) for sales under $250,000.00, fifty percent (50%) for sales between $250,000.00 and $500,000.00, and fifty five percent (55%) for sales above $500,000.00.

Additionally, everyone can also sell digital downloads of their own self produced audio and audio visual content from their own individual page on MY PRO.

Everyone can set their own price for the sale of the digital downloads of their own self-produced audio and audio visual content.

The music and “audio only” digital download sales revenue that is actually received by MY PRO is divided with seventy percent (70%) of the revenue going to the content provider and thirty percent (30%) of the revenue going to MY PRO after a deduction of ten cents ($00.10 US) for the mechanical royalty payment to the music publisher for each music sale.

The audio visual digital download sales revenue that is actually received by MY PRO is divided with sixty percent (60%) of the revenue going to the content provider and forty percent (40%) of the revenue going to MY PRO.

Everyone retains one hundred percent (100%) ownership, right; title and interest in their uploaded “Shout Out” channel content and digital download audio and audio visual content.

2. ACCEPTANCE: This Agreement is made by and between PRO PLAY LLC d/b/a MY PRO, a Tennessee Limited Liability Company, hereinafter referred to as MP, and you.

By using or visiting the MY PRO website and app in any way signifies your constructive and actual notice and knowledge of, and your agreement to be bound by, the most current version of the terms of this Agreement and the provisions of the Terms of Use and Privacy Policy as posted on the website and apps. From time to time, MP may define and post on the website and app additional service-specific terms, rules, codes of conduct or guidelines that govern the use of the website and app. The business, commercial and legal realities associated with operating the website and app are such that, without the limitations that are set forth in this Agreement and the following Terms of Use, including your grants and waivers of rights, the limitations on our liability, your indemnity of us, and our arbitration of certain disputes then MP would not make the website and app available to you.

A. MODIFICATION. You should periodically review the terms of this Agreement and the provisions of the Terms of Use and Privacy Policy since MP, in its sole discretion, may modify or revise these terms, provisions and policies at any time, and you agree to be bound by such modifications and revisions. Nothing in these terms, provisions or policies shall be deemed to confer any third party rights or benefits.

3. ENGAGEMENT OF NON EXCLUSIVE BROADCAST AND VENDOR SERVICES MP hereby engages the Content Provider’s non exclusive personal services as a video streaming “Shout Out” Channel Content Provider and as a Vendor of audio and audio visual content that is owned entirely by the Content Provider, or, as a Vendor when the sale of content on MY PRO has been approved and permitted by the content owner in a written agreement with the Content Provider.

4. TERRITORY The rights herein granted to MP and obligations of the Content Provider shall be for the “Territory” defined as the world and universe.

5. TERM The initial Term of this Agreement shall commence on the date of the Content Provider’s data registration and establishment of a “Shout Out” Channel and page on the MP website and apps. This agreement shall be for a period of one (1) year. Upon the conclusion of the aforementioned initial term this agreement shall automatically renew for a period of one (1) year subject to the mutual consent of both parties; consent shall be illustrated by the content giver’s continued use of their MP channel, and according to any new terms as designated by MP.   

6. REGISTRATION DATA AND CONTENT SUBMISSION: ACCURACY AND AUTHENTICITY As part of the establishment of a “Shout Out” channel and page on the MP website and apps you must complete our registration process so that an account can be created on your behalf. You, the Content Provider, must supply all requested information. The information that you supply must be accurate and complete. You may not create an account for a person that is not yourself, unless you are part of a group, business, charity or association and the other person or people of the group, business, charity or association have given you permission to establish the MP account for your mutual benefit. You may not establish an account using the identity, name, likeness and image of another person, group, business, charity or association without their express written permission. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish and sell the content that you submit and you license to MP all patent, trademark, trade secret, copyright or other proprietary rights in and to such content for publication and sale on the website and apps pursuant to these this Agreement and the following Terms of Service Agreement. Any action or attempt to establish an account utilizing another person, group, business, charity or associations’ identity, name, likeness and image without their written permission is strictly forbidden and any such actions will be subject to the applicable local, state, federal and international laws concerning fraud, misrepresentation, misappropriation, infringement and identity theft.

A. CONTENT PROVIDER, SUBSCRIBER, PURCHASER, AND PROMOTER ACCOUNTS.

In order to establish a “Shout Out” channel and page on the MP website and app you must log in and provide all registration details and information requested on the Registration page. MP will utilize this information in order to 1) identify Content Providers, Subscribers, Purchasers and Promoters to create accounts and “Shout Out” channel and content sales pages, and to track sales and pay the Content Providers and Promoters as described below, and, 2) also to identify and track purchasers for the delivery and receipt of permanent “Shout Out” channels and digital downloads, and, 3) to identify activity and to track viewers and calculate any earnings from ad revenue. The Content Providers, Subscribers, Purchasers and Promoters must agree that your respective accounts and “Shout Out” channel and content sales page are for your sole use only and must not be used by any third party and you agree that you shall not allow any third party to use your page, password, Log-In or User ID to access or use the website and apps. The Subscriber understands that all “Shout Out” channel subscriptions are sold on a month to month basis only. The Subscribers agrees that their BRAINTREE/PAYPAL account will be automatically billed on a month to month basis until the Subscriber terminates the Subscription. Both the Subscribers and Content Purchasers agree that they will not receive any refunds in the event that a Content Provider ceases their “Shout Out” channel during a broadcast month and in place of a refund the Subscriber or Content Purchaser shall receive a website and app credit in an amount equal to the total amount of the monthly subscription.

If cancellation occurs during the course of a billing cycle, fees incurred from that cycle should be non-refundable. The monthly payment from a subscriber in the monthly billing cycle directly preceding cancellation shall be held by MP to deal with any potential subscriber issues. MP reserves the right in its sole discretion to retain and keep the monthly payment from subscribers in the monthly billing cycle directly preceding cancellation regardless of whether or not a subscriber issue emerges. If a customer issue does emerge, MP reserves the right in its sole discretion to deal with the issue in a manner that is decided solely by MP. If no customer issue emerges, MP reserves the right to retain and keep the monthly payment from subscribers in the billing cycle directly preceding cancellation at its sole discretion. If a Content Provider establishes a “Shout Out” channel page and the Content Provider does not deliver on any of the subscriber benefits listed, then MP reserves the right in its sole discretion to cancel the account and/or “Shout Out” channel page and retain all payments to the account.

7. “SHOUT OUT” BROADCAST SERVICES The Content Provider hereby accepts such non exclusive personal services engagement as a video streaming “shout out” content provider and agrees to render to MP all of the following services required for the production, uploading and broadcasting of the aforementioned video “shout out” channel.

A.“SHOUT OUT” DEFINITION. A “shout out” is defined as a single streaming video content transmission upload that has a minimum time duration of thirty (30) seconds in length and no designated maximum time duration, in other words the Content Provider can decide the length of time of the “Shout Out”.

B. “SHOUT OUT” CONTENT. The CP Licensor, as the creator and producer of the streaming video “shout out” transmission shall have complete control over the content that is created, produced, uploaded and broadcast, subject to the MP broadcast standards described below.

The “Shout Out” can be anything that the Content Provider would like to present and offer to the public. The content can be about instruction, training, and education in any subject, skill or discipline, or it can be a song, a performance, entertainment, commentary, prayer or simply a glimpse of the Content Providers life. In other words if you want to perform, instruct, teach, train, entertain, promote, inform or simply provide a “behind the scene” glimpse of your life to your fan base, you can do it on your “Shout Out” channel.

C. MINIMUM “SHOUT OUT” PRODUCTION, UPLOADING AND BROADCAST REQUIREMENT. The minimum video “Shout Out” broadcast requirement that the CP Licensor must create, produce, transmit and upload is defined as one (1) “Shout Out” every other calendar day or every third calendar day so that there will be a total of ten (10) to fifteen (15) “Shout Out” uploads every month of each year.

D. MAXIMUM “SHOUT OUT” PRODUCTION, UPLOADING AND BROADCAST REQUIREMENT. MP does not impose a maximum video “Shout Out” production, uploading and broadcasting limit. The Content Provider is permitted to create, produce, and upload as many “Shout Outs” as they desire. The Content Provider is encouraged to view MP as their own broadcast “channel” and can upload multiple “Shout Outs” every calendar day if they desire.

6. CONTENT UPLOADING PROCESS The Content Provider can use the camera on their phone, computer, tablet or any camera to create, produce and upload their “Shout Out” video content. The uploading process is simple and can be found on the Uploading Instruction Reference Page that you will have access to after you have completed the data registration process.

7. MP CONTENT BROADCAST STANDARDS. The CP Licensor streaming video content transmission uploads may not contain trademarks, logos, copyrighted material, extreme profanity, sexual content, or pornographic content, or any material containing the name, likeness, or logo of any person or persons without permission. Further CP Licensor streaming video content transmission uploads may not promote hateful content of any kind; violence or harm to oneself or to another person or creature; obscene or offensive behavior; any act involving dishonesty, fraud, disloyalty or moral turpitude; any act involving tobacco, firearms, weapons, or illegal drugs; or alcohol if you are under legal drinking age. CP Licensor streaming video content transmission uploads may not reveal personal information about another person or persons, nor may they defame or misrepresent another person, persons, or entity.

A. VIOLATION OF STANDARDS: REMOVAL PENALTY. MP reserves the right to determine, in its sole discretion, if any content violates the stated broadcasting standards. Any content containing any of the aforementioned prohibited elements shall be removed from the MP network. MP shall terminate a Content Providers account and access to the MP website and apps immediately upon the discovery or reporting and confirmation of the violation and all of the content connected to the Content Provider shall be removed from the MP website and apps. MP reserves the right to decide whether content violates these Broadcast Standards for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length. MP may at any time, without prior notice and in its sole discretion, remove such content and/or terminate a user's account for submitting such material in violation of this Agreement and the Terms of Service.

B. VIOLATION OF STANDARDS: FORFEITURE PENALTY. Any content containing any of the aforementioned prohibited elements shall be considered a violation of the MP broadcast standards. Any Content Provider that MP deems to have violated the broadcast standards listed above hereby agrees to forfeit any and all revenue that is owed to the Content Provider through subscription sales and digital download sales that may be in the possession of MP.

C. VIOLATION OF STANDARDS: DIGITAL MILLENNIUM COPYRIGHT ACT. Any content containing any of the aforementioned prohibited elements that infringes on the copyrighted, trademarked or patented intellectual property of a third party shall be considered a violation of the MP broadcast standards. In the following MP Terms of Use, MP provides to the copyright/trademark/patent owner or agent a method of reporting infringement pursuant to the Digital Millennium Copyright Act. In addition, in the following Terms Of Use, MP also provides a Counter Notice protocol if a Content Provider believes that their removed content was not infringing,

8. RESPONSIBILITY FOR CONTENT The Content Provider, you, affirms, warrants and represents that you own or have secured and obtained the necessary licenses, rights, consents and permissions to upload and broadcast the content that you submit to MP. The content uploaded to MP is the sole responsibility of the Content Provider. MP may monitor the content, or it may not monitor the content. MP can not and will not take responsibility for the content. Any use or reliance on any content uploaded to MP or obtained through MP is at your own risk. MP does not endorse, support, or guarantee the accuracy, reliability and truthfulness of any content. In no way will MP be liable to you in any way if you are exposed to harmful, offensive, inappropriate or inaccurate content. In no way will MP be liable to you in any way if you are exposed to content with errors or omissions or if you suffer any loss or damage of any kind, including death incurred as a result of the use of any content uploaded or posted on MP.

9. OWNERSHIP The Content Providers “Shout Out” content and digital download content that are uploaded to MP remain and are the sole and exclusive intellectual property of the Content Provider including, without limitation, all stills, artwork and designs created for and used in connection with the original content, all literary material written for the content, including words, scripts, ideas, gags, dialogue and ad libs, all video film, all video film clips, video film images, video film shots, photographs, audio visual recordings, sound tracks, and other tangible and intangible property relating to the original content.

10. CONTENT PROVIDER GRANT OF LICENSES TO MP The Content Provider hereby grants to MP the worldwide, exclusive licensing rights to digitize, encode, perform, display, distribute, stream, broadcast, reproduce, download, transmit, sell commercially exploit and archive the content uploaded to MP in connection with MP’s business, in any media formats and through any media channels, during the term. The MP right to download and archive the content expressly permits the subscriber/consumer to access and store the Content Providers uploaded video content transmissions/broadcasts on demand within the subscribers/ consumers data locker located within the MP network. The MP right to broadcast the content as a digital audio visual stream transmission includes the right to perform and present the original content publicly and to permit public performances and broadcasts thereof by and across multiple media device platforms, including mobile phones, tablets, smart IPTVs, gaming consoles and the web, and any other method now or hereafter known that is part of the MP network. The MP right to broadcast the streaming video original content as a digital audio visual stream transmission includes the right to offer the content as a digital download to the consumer for their personal viewing and listening entirely within the consumers’ data locker on the MP network. MP shall provide the content to the consumer utilizing individual data lockers in such a manner so that the content can not be downloaded, transmitted, stored or redistributed by the consumer outside of the MP network. The Content Provider additionally grants to MP the right to incorporate the content in the promotion, marketing and advertising campaigns of MP occurring during the term of this agreement and to use, reproduce, print, publish or disseminate in any medium, and to permit others to use, reproduce, print, publish or disseminate in any medium, the Content Provider’s content, name, including any professional name or sobriquet there-to-for or hereinafter adopted, approved photographs, approved portrait, approved likeness, approved image and approved biographical material concerning the Content Provider for advertising and trade purposes in connection with the marketing, sale, public performance, exhibition or other exploitation of the original content as part of the MP business and commercial efforts. The Content Provider shall have the right to approve any and all use of name and likeness prior to said use, including all marketing ads and promotional materials. The above licenses granted by you to the subscriber/consumer are perpetual and irrevocable.

11. “SHOUT OUT” CHANNEL MONTHLY SUBSCRIPTION RATE The monthly subscription rate for a Content Providers “Shout Out” channel shall be determined and designated by the Content Provider subject to the minimum monthly subscription rate designated by MP. The minimum monthly subscription rate designated by MP, which can be subject to change, is one dollar and forty nine cents US ($1.49 US). MP does not designate a maximum monthly subscription rate, however, MP retains all rights to modify and adjust any pricing at its’ sole discretion.

12. DIGITAL DOWNLOAD CONTENT SALES PRICE The per unit sales price for a Content Providers audio or audio visual digital download content shall be determined and designated by the Content Provider subject to the minimum sales price designated by MP, which can be subject to change. The minimum per unit digital download sales price designated by MP is ninety nine cents US ($00.99 US). MP does not designate a maximum per unit sales price, however, MP retains all rights to modify and adjust any pricing at its’ sole discretion.

13. COMPENSATION In consideration for the aforementioned licenses and as full, complete, equitable and inclusive, compensation of the rights granted by the Content Provider, MP agrees to pay the Content Provider, on revenue actually received by MP, its’ affiliates, licensees, or agents throughout the world, on a quarterly basis, the following royalties:

A. ROYALTY FOR “SHOUT OUT” CONTENT SUBSCRIPTION SALES. The Content Provider shall receive as compensation for the “Shout Out” content subscription sales a royalty payment equal to forty five percent (45%) of the gross revenue amount generated from all subscription sales under $250,000.00, fifty percent (50%) for sales between $250,000.00 and $500,000.00, and fifty five percent (55%) for sales above $500,000.00 of the “Shout Out” channel featuring the Content Provider.

B. ROYALTY FOR REVENUE SHARE OF AD SALES. MP, in order to attract and initiate new sales to the Content Provider’s “Shout Out” channel, shall permit visitors to the MP apps and website to view the first thirty (30) seconds of each “Shout Out” transmission for free. An ad will be placed before each of the free “Shout Out” transmissions. The Content Provider shall receive twenty five percent (25%) of the gross revenue generated from ad sales from the free “Shout Out” views on their channel after the deduction of any processing or third party fees, or bank transaction fees related to the placement of the Advertisement on the “Shout Out” transmissions.

C. ROYALTY FOR DIGITAL DOWNLOAD MUSIC SALES. In the event that the Content Provider uploads “audio only” music files of albums and single songs then the Content Provider shall receive as compensation for all sales a royalty payment equal to seventy percent (70%) of the gross revenue amount generated from all sales of “audio only” music content uploaded by the Content Provider, after the deductions of a mechanical royalty publishing payment of approximately ten cents US ($00.10 US). MP shall pay the mechanical royalty rate to the music publishers, based on the publishing information supplied by the Content Provider, on a quarterly basis, whenever the total mechanical royalty rate collected for a composition accrues to the amount of one hundred dollars ($100.00). The actual sales price for each album download and each single song download shall be determined by the Content Provider.

D. ROYALTY FOR DIGITAL DOWNLOAD AUDIO VISUAL SALES. In the event that the Content Provider uploads “audio visual” files of videos and films then the Content Provider shall receive as compensation for all sales a royalty payment equal to sixty percent (60%) of the gross revenue amount generated from all sales of “audio visual” video and film content uploaded by the Content Provider, after the deductions of a mechanical royalty publishing payment of approximately ten cents US ($00.10 US) per song, in the event that the video or film synchronizes an underlying musical composition. MP shall pay the mechanical royalty rate to the music publishers, based on the publishing information supplied by the Content Provider, on a quarterly basis, whenever the total mechanical royalty rate collected for a composition accrues to the amount of one hundred dollars ($100.00). The actual sales price for each video and film download shall be determined by the Content Provider.

E. PROMOTER COMPENSATION MP shall extend to all users the opportunity to serve as a “Promoter” for the MP website and apps. The opportunity to serve as a promoter will be extended to users for a sixty (60) day sign up time period that shall begin on the official launch date of the website and apps. The user is provided with a specific and individual code when establishing their account on MP. The users can serve as a promoter by contacting their family, friends and social media telling about the opportunities on MP and then and directing them to MP through the use of a link that MP shall provide to the user. The user/promoter shall receive two and one half percent (2 ½%) gross revenue of all the revenue generated by the content providers that they bring to MP. The user/promoter shall receive this payment for each of the content providers that access MP through the link that is provided to the user/promoter. The user/promoter shall receive this income for a one (1) year period from each respective content provider that utilizes his or her code. MP shall pay the promoter royalty rate on a quarterly basis, whenever the total royalty rate collected for an account code cumulatively accrues to the amount of one hundred dollars ($100.00).

14. PAYMENT- IMMEDIATE PAYMENT. In order for the Content Provider, you, to receive payment of the above listed royalties the Content Provider must have a current BRAINTREE- (A PAYPAL COMPANY) account. If you do not have a BRAINTREE ( A PAYPAL COMPANY) account then you can create one in a matter of minutes. MP shall tender the above royalty payments, immediately upon receipt of funds, in the following manner: (a) Subscription Royalties- the Content Provider shall receive fifty percent (50%) of their royalty revenue immediately upon receipt of payment and the remaining fifty percent (50%) at the end of the subscription month, (b) Digital Download Music Sales and Audio Visual Sales- the Content Provider shall receive one hundred percent (100%) of their royalty immediately upon receipt of payment. Content Providers living in the United States who have earned revenue that accrues to the amount of four hundred dollars ($400.00) and above will be required to submit a W-9 tax form and may receive a 1099 tax form from MP if they earn above a specific amount. If a Content Provider fails to complete the W-9 tax form or other tax matters requests then MP reserves the right to withhold a minimum of twenty eight percent (28%) of a Content Providers earned revenue. The Content Provider is solely responsible to collect a sales tax if required in the jurisdiction where you reside. MP assumes no responsibility for any individual tax liability based upon a Content Providers income. MP is not responsible in any way for any Content Provider and other third party arrangements concerning the distribution of revenue earned, and if any disputes shall arise, MP bears no financial responsibility for income distribution to other third parties. In the event a transaction creates a suspicion of fraud or any of the previously stated prohibited activities, or if a Content Provider abandons their “Shout Out” channel during a monthly subscription period, MP retains all rights to withdraw and retain the revenue earnings of a Content Provider. MP has full right, power and authorization to withdraw and retain, in part or in full, the amount of a refund site credit, dispute or chargeback, along with any associated fees or penalties incurred. MP may use the right to withdraw and retain any amount at its sole discretion to ensure MP does not suffer any financial loss related to any dispute, suspicion of fraud, or other prohibited activities and, you, the Content Provider agree to the forfeiture of revenue earnings under these circumstances. The withdrawn and retained funds will become the property of MP to use as refund site credit for subscribers impacted by the Content Providers abandonment of “Shout Out” channel or prohibited activities. MP will issue refund site credits to subscribers at its sole discretion. MP reserves all rights to suspend payment on the Content Provider’s account until such dispute is resolved.

15. CONTENT PROVIDERS PROMOTIONAL DUTIES. The Content Provider shall be required to participate in the promotion of MP and the promotion of sales of the Content Provider’s content in the following manners: (a) Twitter, Facebook and Instagram (or any social media platform MP in its sole discretion decides to include in this promotion at a later time): The Content Provider shall transmit a minimum of four (4) posts per month across the platforms to promote their content on MP; (b) As stated previously MP shall have the right to utilize the approved name and likeness of the Content Provider in its’ advertising, marketing and promotional campaigns.

16. INDEPENDENT CONTRACTOR

A. Independent Contractor Status. Content Provider will act solely as an independent contractor capacity hereunder and will not have authority to act for, to give instructions or orders on behalf of, or otherwise to make commitments for or on behalf of, MP or its Affiliates. Nothing in this Agreement will in any way be construed to constitute CP as an agent, employee, partner, joint venture, principal or representative of MP or its Affiliates. Instead CP will perform the Services hereunder as an independent contractor. CP acknowledges that he shall not be eligible to participate in any bonus, compensation or other employee benefit plan operated by MP or its Affiliates, including the health, dental or life insurance plans available to employees of MP or its Affiliates.

B. No Tax Withholding. CP will not be an employee of MP. MP will not withhold from any amounts payable to CP any federal, state, city or any other taxes, including FICA (Social Security and Medicare taxes), state or federal unemployment/worker’s compensation insurance, and disability insurance. It is the responsibility of CP to pay all such taxes that will be required pursuant to applicable Law, and CP will indemnify and hold harmless MP and its Affiliates for any liability incurred as a result of the failure by CP to pay any such taxes or contributions (including penalties and interest).

17. MY PRO DISCLAIMERS: YOUR ACCESS TO AND USE OF THE MP SITE AND APPS IS AT YOUR SOLE RISK.  THE SITE AND APPS, INCLUDING THE CONTENT, IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS.  Therefore, to the fullest extent permissible by law, MY PRO and its subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns collectively, the MY PRO Parties, hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to: (a) the website and app including the content and the Contestant Generated Content; (b) the functions, features, or any other elements on, or made accessible through, the website and apps; (c) products, services, or instructions offered or referenced at or linked through the website and apps; (d) security associated with the transmission of your content transmitted to MY PRO or via the website and apps;(e) whether the website or the servers that make the website available are free from any harmful components including viruses, Trojan horses, and other technologies that could adversely impact your Device; (f) whether the information including any instructions on the website and apps are accurate, complete, correct, adequate, useful, timely, or reliable; (g) whether any defects to or errors on the website or apps will be repaired or corrected; (h)whether your access to the website or apps will be uninterrupted; (i) whether the website or apps will be available at any particular time or location; and (j) whether your use of the website and apps is lawful in any particular jurisdiction.

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A MY PRO PARTY, MY PRO PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

18. WARRANTIES. MP expressly warrants and represents that its performance of all activities or provision of materials hereunder, including, but not limited to the exercise of any rights set forth herein, including, but not limited to, MP's encoding, conversion, formatting or reformatting for broadcasting of the content on the MP network as provided herein, (a) does not knowingly violate or infringe or misappropriate any right of privacy, personality or publicity, any copyright, patent, trademark, trade secret, or any other right of any third party, either in whole or in part; (b) does and will comply with all current applicable laws and regulations, and industry standards including, but not limited to, those regarding music downloading, distribution and encryption; and (c) that it has the full power to enter into this Agreement and to perform fully hereunder. MP represents and warrants that in the event the website and apps are not continuously accessible and fully operational MP will use commercially reasonable and diligent efforts to promptly restore the continuous accessibility and full operability of the MP network.

19. INCORPORATION BY REFERENCE The following MP TERMS OF USE and the MP PRIVACY POLICY are hereby incorporated by reference and made a part of this Agreement.

THE MY PRO TERMS OF USE

PLEASE CAREFULLY READ THE FOLLOWING MY PRO WEBSITE AND APP TERMS OF USE AS THEY CONSTITUTE A WRITTEN AGREEMENT BETWEEN YOU AND PRO PLAY LLC d/b/a MY PRO.

THESE TERMS CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS INCLUDING THE GRANTING AND LICENSING OF RIGHTS, MANDATORY ARBITRATION, NO CLASS RELIEF, AND THE WAIVER OF YOUR RIGHT TO A JURY TRIAL.

IN ORDER TO PARTICIPATE IN THE MY PRO WEBSITE AND APPS YOU MUST AGREE AND ACCEPT THE ENTIRE MY PRO TERMS OF USE AND YOU MUST ALSO AGREE AND ACCEPT ALL OF THE TERMS OF THE MY PRO CONTENT SALES AND BROADCASTING AGREEMENT AND THE TERMS OF THE MY PRO PRIVACY POLICY.

BY USING THE MY PRO WEBSITE AND APPS YOU AGREE TO THESE TERMS OF USE AND YOU ARE BOUND BY THEM. EACH TIME THAT YOU USE THE WEBSITE AND APPS THESE TERMS AND RULES SHALL APPLY.

IF YOU DO NOT AGREE TO THE MY PRO WEBSITE AND APP TERMS OF USE, AND YOU DO NOT AGREE TO THE TERMS OF THE MY PRO SALES AND BROADCASTING AGREEMENT AND THE TERMS OF THE MY PRO PRIVACY POLICY THEN YOU MAY NOT USE THIS WEBSITE OR THE APPS.

THE MY PRO WEBSITE AND APPS ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND.

THESE TERMS AND RULES GOVERN YOUR USE OF THIS SITE AND APP, AND THESE TERMS AND RULES ARE SUBJECT TO CHANGE BY MY PRO AT ANY TIME IN ITS DISCRETION AND YOU ARE ENCOURAGED TO REVIEW THE MOST CURRENT TERMS AND GUIDELINES EACH TIME YOU VISIT THE SITE. YOUR USE OF THIS SITE AFTER SUCH CHANGES ARE IMPLEMENTED CONSTITUTES YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE CHANGES.

This Terms of Use Agreement is made by and between PRO PLAY LLC d/b/a MY PRO, a Tennessee Limited Liability Company, hereinafter referred to as MP, and You. This Agreement contains the terms and conditions that govern your use of the MY PRO website and mobile applications, also referred to as “apps”, and the use of their respective content including audio visual content, audio only content, text, graphics, photos, all other material uploaded and downloaded, as well as the software and the associated materials made available through the website and apps. Your acceptance and intent to be bound by this Terms of Use Agreement is manifested by your accessing, uploading, viewing, using, and purchasing activity on the MP website and apps.

1. TERMS OF USE. The following Terms Of Use apply to all users of the MP website and apps, including Content Providers who upload content, Subscribers who purchase “Shout Out” channel content, purchasers of digital download audio and audio visual content, and visitors to the website and app who view the site and the free content on the site. The “content” includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the site and apps. The use of the site includes all aspects of MP, including but not limited to all products, software and services offered via the website and apps, including the individual content provider channels. The website may contain links to third party websites that are not owned or controlled by MP and MP assumes no responsibility for the content, privacy policies, or practices of any third party websites. In addition, through your use of the site and apps you expressly relieve MP along with any and all associated officers, directors, agents, subsidiaries, joint ventures and employees from all claims, demands and damages, both actual and consequential, of every kind and nature, known and unknown, arising out of or in any way connected from any and all potential liabilities arising from the use of any third-party website.

2. WEBSITE AND APP OWNERSHIP AND LIMITED LICENSE The MP website and apps contains a variety of intellectual property, trademarks, logos, materials and other items relating to MP, its products and services, and similar items from our licensors and other third parties, including all content, layout, information, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, articles, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the website and apps, and the compilation, assembly, and arrangement of the materials of the website and apps and any and all copyrightable material.

A. OWNERSHIP OF WEBSITE AND APPS.  The MP website and apps, including past, present, and future versions, and the respective content of the website and app are owned, licensed, or controlled by MP and our licensors and certain other third parties.  All right, title, and interest in and to the Content available through the website and app are the property of MP or our licensors or certain other third parties, and is protected by U.S., and international copyright, trademark, patent, or other intellectual property rights and laws to the fullest extent possible.  MP owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the content on the website and apps.

B. USER’S LIMITED LICENSE. MP grants to you, the Content Provider, the Subscriber, the Purchaser, the Viewer, and the User a limited revocable license to use the website and apps subject to these Terms Of Use, and the MP Content Sales and Broadcasting Agreement and the MP Privacy Policy. Subject to your strict compliance with these Terms and the other agreements, MP grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to: (i) upload and display, sell, view, use, promote and play your content in the form of “Shout Out” videos, audio visual and audio only digital downloads on the website and apps for our mutual commercial use and (ii) to use certain Content that we may from time to time make available on the website and apps explicitly for you for use as part of your activity on the website and apps, however, MP and our licensors and certain other third parties, retain complete and total ownership of such MP licensed elements.  The foregoing limited license does not give you any ownership of, or any other intellectual property interest in, any content, and may be immediately suspended or terminated for any reason, in MY PRO’S sole discretion, and without advance notice or liability. The MP website and apps, and the content on the website and apps are provided to you “AS IS”.

 

3. USE OF CONTENT In using the MP website and apps, you must respect the intellectual property and other rights of MP and our licensors and all other third party intellectual property owners.  Your unauthorized use of content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.  MP respects the intellectual property rights of others and you must also. You may access, view and purchase content for your information and personal use solely as intended through the provided functionality of the MP website and apps as permitted under these Terms of Use. You shall not download any content unless you have purchased the content as a “download”. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any content for any other purposes without the prior written consent of MP or the respective licensors of the content. MP and its licensors reserve all rights not expressly granted in and to the website, apps and the content You agree not to circumvent, disable or otherwise interfere with security-related features of the Website and apps or features that prevent or restrict use or copying of any content or enforce limitations on use of the website and apps or the content therein, and you also agree that in using the website and apps: (i) you will not monitor, gather, copy, or distribute the content, except as may be a result of standard search engine activity or use of a standard browser on the website or app by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) you will not frame or utilize framing techniques to enclose any such content including any images, text, or page layout; (iii) you will keep intact all trademark, copyright, and other intellectual property notices contained in such content; (iv) you will not use such content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) you will not make any modifications to such content (other than to the extent of your permitted use of the MY PRO licensed elements, if applicable); (vi) you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such content in any way for any purpose except as specifically permitted by these terms or any additional terms or with the prior written consent of an officer of MP, or, in the case of content from a licensor, the owner of the content; and (vii) you will not insert any code or product to manipulate such content in any way that adversely affects any user experience.

A. CONTENT RESPONSIBILITY AND WAIVER OF RIGHTS. The Content Provider, you, affirms, warrants and represents that you own or have secured and obtained the necessary licenses, rights, consents and permissions to upload and broadcast the content that you submit to MP. The content uploaded to MP is the sole responsibility of the Content Provider. MP may monitor the content, or it may not monitor the content. MP can not and will not take responsibility for the content. Any use or reliance on any content uploaded to MP or obtained through MP is at your own risk. MP does not endorse, support, or guarantee the accuracy, reliability and truthfulness of any content You understand that when using the website and apps you will be exposed to content from a variety of sources, and that MP is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against MP with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless MP, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service and in no way will MP be liable to you in any way if you are exposed to such harmful, offensive, inappropriate or inaccurate content or if you suffer any loss or damage of any kind including death incurred as a result of the use of any content uploaded or posted on MP.

B. CONTENT AND DATA CONFIDENTIALITY AND PRIVACY. The MP rules concerning content and data privacy and confidentiality are stated in the following agreement, the MP Privacy Policy. MP operates on the Amazon server infrastructure and is confident of the continuous “around the clock” efforts of AMAZON to protect the content and data submitted to MP. However, in a reality where the Chinese government can infiltrate and override protective infrastructure and obtain access to the email of the President of the United States, and where the consumer records of major banks, credit card companies, businesses and retailers are routinely infiltrated and “hacked”, MP can not and does not guarantee any confidentiality of the data and content that you submit to MP. By using the website and apps you acknowledge and accept the MP Privacy Policy and consent to the collection, use and management of your data in accordance with the Privacy Policy. By using the website and app, you further agree that MY PRO may change, alter, or modify the settings or configurations on your device defined below in order to allow for or optimize your use of the website and app.

C. CONTENT AND DATA SUBMISSION: ACCURACY AND AUTHENTICITY. As part of the establishment of a “Shout Out” channel and page on the MP website and apps you must complete our registration process so that an account can be created on your behalf. You, the Content Provider, Subscriber and Purchaser must supply all requested information. The information that you supply must be accurate and complete. You may not create an account for a person that is not yourself, unless you are part of a group, business, charity or association and the other person or people of the group, business, charity or association have given you permission to establish the MP account for your mutual benefit. You may not establish an account using the identity, name, likeness and image of another person, group, business, charity or association without their express written permission. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish and sell the content that you submit and you license to MP all patent, trademark, trade secret, copyright or other proprietary rights in and to such content for publication and sale on the website and apps pursuant to these Terms of Service and the preceding MP Content Sales and Broadcasting Agreement. Any action or attempt to establish an account utilizing another person, group, business, charity or associations’ identity, name, likeness and image without their written permission is strictly forbidden and any such actions will be subject to the applicable local, state, federal and international laws concerning fraud, misrepresentation, misappropriation, infringement and identity theft.

D. CONTENT OWNERSHIP. The Content Providers “Shout Out” content and also the “audio visual” and “audio only” digital download content that are uploaded to MP remain and are the sole and exclusive intellectual property of the Content Provider including, without limitation, all stills, artwork and designs created for and used in connection with the original content, all literary material written for the content, including words, scripts, ideas, gags, dialogue and ad libs, all video film, all video film clips, video film images, video film shots, photographs, audio visual recordings, sound tracks, and other tangible and intangible property relating to the original content.

E. CONTENT PROVIDER GRANT OF LICENSES TO MP. The Content Provider hereby grants to MP the worldwide, exclusive licensing rights to digitize, encode, perform, display, distribute, stream, broadcast, reproduce, download, transmit, sell, commercially exploit and archive the content uploaded to MP in connection with MP’s business, in any media formats and through any media channels, during the term. The Content Provider also hereby grants each user of MP a non-exclusive license to access your content through the MP, and to use, reproduce, distribute, display and perform such content as permitted through the functionality of the website and apps under these Terms of Service and the terms of the preceding Content Sales and Broadcasting Agreement. The MP right to download and archive the content expressly permits the subscriber/consumer to access and store the Content Providers uploaded video content transmissions/broadcasts on demand within the subscribers/ consumers data locker located within the MP network. The MP right to broadcast the content as a digital audio visual stream transmission includes the right to perform and present the original content publicly and to permit public performances and broadcasts thereof by and across multiple media device platforms, including mobile phones, tablets, smart IPTVs, gaming consoles and the web, and any other method now or hereafter known that is part of the MP network. The MP right to broadcast the streaming video original content as a digital audio visual stream transmission includes the right to offer the content as a digital download to the consumer for their personal viewing and listening entirely within the consumers’ data locker on the MP network. MP shall provide the content to the consumer utilizing individual data lockers in such a manner so that the content can not be downloaded, transmitted, stored or redistributed by the consumer outside of the MP network. The Content Provider additionally grants to MP the right to incorporate the content in the promotion, marketing and advertising campaigns of MP occurring during the term of this agreement and to use, reproduce, print, publish or disseminate in any medium, and to permit others to use, reproduce, print, publish or disseminate in any medium, the Content Provider’s content, name, including any professional name or sobriquet there-to-for or hereinafter adopted, approved photographs, approved portrait, approved likeness, approved image and approved biographical material concerning the Content Provider for advertising and trade purposes in connection with the marketing, sale, public performance, exhibition or other exploitation of the original content as part of the MP business and commercial efforts. The Content Provider shall have the right to approve any and all use of name and likeness prior to said use, including all marketing ads and promotional materials. The above licenses granted by you to the subscriber/consumer are perpetual and irrevocable.

4. MP CONTENT BROADCAST STANDARDS. The CP Licensor streaming video content transmission uploads may not contain trademarks, logos, copyrighted material, extreme profanity, sexual content, or pornographic content, or any material containing the name, likeness, or logo of any person or persons without permission. Further CP Licensor streaming video content transmission uploads may not promote hateful content of any kind; violence or harm to oneself or to another person or creature; obscene or offensive behavior; any act involving dishonesty, fraud, disloyalty or moral turpitude; any act involving tobacco, firearms, weapons, or illegal drugs; or alcohol if you are under legal drinking age. CP Licensor streaming video content transmission uploads may not reveal personal information about another person or persons, nor may they defame or misrepresent another person, persons, or entity.

A. VIOLATION OF STANDARDS: REMOVAL PENALTY. MP reserves the right to determine, in its sole discretion, if any content violates the stated broadcasting standards. Any content containing any of the aforementioned prohibited elements shall be removed from the MP network. MP shall terminate a Content Providers account and access to the MP website and apps immediately upon the discovery or reporting and confirmation of the violation and all of the content connected to the Content Provider shall be removed from the MP website and apps. MP reserves the right to decide whether content violates these Broadcast Standards for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length. MP may at any time, without prior notice and in its sole discretion, remove such content and/or terminate a user's account for submitting such material in violation of these Terms of Service.

B. VIOLATION OF STANDARDS: FORFEITURE PENALTY. Any content containing any of the aforementioned prohibited elements shall be considered a violation of the MP broadcast standards. Any Content Provider that MP deems to have violated the broadcast standards listed above hereby agrees to forfeit any and all revenue that is owed to the Content Provider through subscription sales and digital download sales that may be in the possession of MP.

C. VIOLATION OF STANDARDS: DIGITAL MILLENNIUM COPYRIGHT ACT REPORTING PROTOCOL. Any content containing any of the aforementioned prohibited elements that infringes on the copyrighted, trademarked or patented intellectual property of a third party shall be considered a violation of the MP broadcast standards. MP provides to the copyright/trademark/patent owner or agent the following method of reporting infringement pursuant to the Digital Millennium Copyright Act. In addition, MP also provides a Counter Notice protocol if a Content Provider believes that their removed content was not infringing. If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing the MP Copyright Agent with the following information in writing pursuant to 17 U.S.C 512(c)(3) of the previously mentioned Act: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website;(3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (4) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; (5) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (7) You may direct copyright infringement notifications to our DMCA Agent at info@mypro.social. Any other feedback, comments, requests for technical support, and other communications can also be directed to info@mypro.social Unless you comply with all of the requirements of this protocol your DMCA notice will not be valid. Counter-Notice. If you believe that your content that was removed is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your content, you may send a counter-notice containing the following information to the MP Copyright Agent (1) Your physical or electronic signature; (2) Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled; (3) A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and (4) Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Tennessee, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. Please note, If a counter-notice is received by the MP Copyright Agent, MP may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at MP's sole discretion.

5. CONTENT PROVIDER’S REPRESENTATIONS & WARRANTIES RELATED TO CONTENT Each time you, the Content Provider, submit any content you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and/or are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any content you submit, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use, and that, as to that content, (a) you are the sole author and owner of the intellectual property and other rights to the content, or you have a lawful right to submit the content and grant MP the rights to it that you are granting by these terms and any additional terms, all without any MP obligation to obtain consent of any third party, with the exception of the duties owed to the writers/publishers of an underlying musical composition sold by the content provider, and without creating any obligation or liability of MP; (b) the Contestant Generated Content is accurate; (c) the content does not and, as to MP’s permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (d) the content will not violate these terms, including any possible additional terms, or cause injury or harm to any person.

6. MP WARRANTIES. MP expressly warrants and represents that its performance of all activities or provision of materials hereunder, including, but not limited to the exercise of any rights set forth herein, including, but not limited to, MP's encoding, conversion, formatting or reformatting for broadcasting of the content on the MP network as provided herein, (a) does not knowingly violate or infringe or misappropriate any right of privacy, personality or publicity, any copyright, patent, trademark, trade secret, or any other right of any third party, either in whole or in part; (b) does and will comply with all current applicable laws and regulations, and industry standards including, but not limited to, those regarding music downloading, distribution and encryption; and (c) that it has the full power to enter into this Agreement and to perform fully hereunder. MP represents and warrants that in the event the website and apps are not continuously accessible and fully operational MP will use commercially reasonable and diligent efforts to promptly restore the continuous accessibility and full operability of the MP network.

7. MY PRO WARRANTY DISCLAIMERS: YOU AGREE THAT YOUR USE OF THE MP WEBSITE AND APPS SHALL BE AT YOUR SOLE RISK TO THE FULLEST EXTENT PERMITTED BY LAW. THE SITE AND APPS, INCLUDING THE CONTENT, ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS.  Therefore, to the fullest extent permissible by law, MY PRO and its subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns collectively, the MY PRO Parties, hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to: (a) the website and app including the content and the Contestant Generated Content; (b) the functions, features, or any other elements on, or made accessible through, the website and apps; (c) any products, services, or instructions offered or referenced at or linked through the website and apps; (d) security associated with the transmission of your content transmitted to MY PRO or via the website and apps; (e) whether the website or the servers that make the website available are free from any harmful components including viruses, Trojan horses, and other technologies that could adversely impact your Device; (f) whether the information including any instructions on the website and apps are accurate, complete, correct, adequate, useful, timely, or reliable; (g) whether any defects to or errors on the website or apps will be repaired or corrected; (h) whether your access to the website or apps will be uninterrupted; (i) whether the website or apps will be available at any particular time or location; and (j) whether your use of the website and apps is lawful in any particular jurisdiction.

The MP services are controlled and offered by MP from its facilities in the United States of America. MP makes no representations that our service is appropriate or available for use in other locations. Those who access or use the service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A MY PRO PARTY, MY PRO PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. MP MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE AND APPS CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY, DEATH OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. MP DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND MP WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

8. LIMITATION OF LIABILITY: IN NO EVENT SHALL MP, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY, DEATH OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MP IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT MP SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

9. INDEMNITY: To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless MP, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the website and apps; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your content caused damage to a third party; (v) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the website or app and your activities in connection with the website and app; (vi) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vii) any misrepresentation made by you; and (vii) MP’s use of the information that you submit to us including your content and all of the foregoing, claims and losses.  You will cooperate as fully required by MP in the defense of any Claim and Losses.  Notwithstanding the foregoing, MP retains the exclusive right to settle, compromise, and pay any and all claims and losses.  MP reserves the right to assume the exclusive defense and control of any claims and losses.  You will not settle any claims and losses without, in each instance, the prior written consent of an officer of MP. This defense and indemnification obligation will survive these Terms of Use and your use of the services of the website and apps.

10. WAIVER OF EQUITABLE AND INJUNCTIVE RELIEF. IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE MP WEBSITE AND APP, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND.  THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY MY PRO INCLUDING YOUR LICENSED CONTENT.

11. MP INJUNCTIVE RELIEF. The foregoing provisions of these terms will not apply to any legal action taken by MP to seek an injunction or other equitable relief in connection with, any loss, cost, or damage or any potential loss, cost, or damage relating to the website and app, any content, your content and/or MP’s intellectual property rights including such MP may claim that may be in dispute involving MP’s operations, and/or MP’s products or services.

12. DISPUTE RESOLUTION

A. NO CLASS ACTION MATTERS. Any Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. 

B. INFORMAL RESOLUTION DISCUSSION AND ARBITRATION. Certain portions of these terms are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act.  You and MP agree that we intend that these terms satisfy the “writing” requirement of the Federal Arbitration Act.  These terms can only be amended by mutual agreement. If any controversy, allegation, or claim arises out of or relates to the website and app, the content, these terms, or any possible additional terms, whether heretofore or hereafter arising, or to any of MP’s actual or alleged intellectual property rights, then you, the Content Provider, Subscriber, Purchaser, Promoter and User and MP agree to send a written notice to the other providing a reasonable description of the dispute, along with a proposed resolution of it.  Our notice to you will be sent to you based on the most recent contact information that you provide us.  But if no such information exists or if such information is not current, then we have no obligation under these terms.  Your notice to us must be sent to: MY PRO 132 North Old Woodward Avenue, Birmingham, Michigan 48009. For a period of sixty (60) days from the date of receipt of notice from the other party, MP and you will engage in a dialogue in order to attempt to resolve the dispute, though nothing will require either you or MP to resolve the dispute on terms with respect to which you and MP, in each of our sole discretion, are not comfortable. If we cannot resolve a dispute as set forth within sixty (60) days of receipt of the notice, then either you or we may submit the dispute to formal arbitration in accordance with these terms only if you and MP consent, in a writing signed by you and an Officer or legal representative of MP, to have that dispute subject to arbitration.  In such a case and only in such a case, that dispute will be deemed a “dispute” for the remainder of this section. Upon expiration of the applicable sixty-day period and to the fullest extent permitted by applicable law, a dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). You can obtain AAA and JAMS procedures, rules, and fee as follows: AAA:  800.778.7879 JAMS:  949.224.1810 http://www.adr.org/ http://www.jamsadr.com. In arbitration, as with a court, the arbitrator must honor the terms of these terms and any additional terms and can award the prevailing party damages and other relief including attorneys’ fees.  However, WITH ARBITRATION (A) THERE IS NO JUDGE OR JURY, (B) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (C) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED.  All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing.  If an in-person arbitration hearing is required, then it will be conducted in the “metropolitan statistical area” as defined by the U.S. Census Bureau where you are a resident at the time the dispute is submitted to arbitration.  You and MY PRO will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require MP to pay a greater portion or all of such fees and costs in order for this Section to be enforceable, then MP will have the right to elect to pay the fees and costs and proceed to arbitration.  Discovery will be permitted pursuant to the applicable arbitration rules.  The arbitrator’s decision must consist of a written statement stating the disposition of each claim of the dispute, and must provide a statement of the essential findings and conclusions on which the decision and any award (if any) is based.  Judgment on the arbitration decision and award (if any) may be entered in or by any court that has jurisdiction over the parties pursuant to Section 9 of the Federal Arbitration Act. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR MY PRO WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN THIS SECTION WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.  Except to the extent that arbitration is required in this Section, and except as to the enforcement of any arbitration decision or award, any action or proceeding relating to any dispute may only be instituted in state or federal court in Davidson County, Tennessee.  Accordingly, you and MY PRO consent to the exclusive personal jurisdiction and venue of such courts for such matters.

13. GENERAL PROVISIONS

A. UPDATES TO TERMS. These Terms or, if applicable, possible additional terms, in the form posted at the time of your use of the applicable services to which it applies, shall govern such use including transactions entered during such use.  AS THE MY PRO WEBSITE AND APP EVOLVES, THE TERMS AND CONDITIONS UNDER WHICH WE OFFER THE SITE MAY PROSPECTIVELY BE MODIFIED OR UPDATED AND MY PRO MAY CEASE OFFERING THE WEBSITE AND APP UNDER THE TERMS OR ADDITIONAL TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED.  ACCORDINGLY, EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE SITE YOU ARE ENTERING INTO A NEW AGREEMENT WITH MY PRO ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE SITE OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT, AND THAT YOUR USE OF THE SITE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS.  Therefore, you should review the posted terms of service and any applicable additional terms each time you use the website and apps.  Updated Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you.  However, terms of use and any applicable additional Terms that applied when you previously used the site will continue to apply to such prior use.  In the event any notice to you of new, revised or additional terms is determined by a court or tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs.  You should frequently check the home page for notices, all of which you agree are reasonable manners of providing you notice.  YOU CAN REJECT ANY NEW, REVISED OR ADDITIONAL TERMS BY DISCONTINUING USE OF THE WEBSITE AND APP.

B. APPLICABLE LAW. These terms and any additional terms, will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the state of Tennessee, without regard to its conflicts of law provisions.

14. OPERATION OF SITE INTERNATIONAL NOTICES. MY PRO controls and operates the website and app from its offices in the U.S.A., and MY PRO makes no representation that the website and app is appropriate or available for use beyond the U.S.A.  If you use the MY PRO website and app from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply.  The website and app may describe products and services that are available only in the U.S.A., and are not available worldwide.  MY PRO reserves the right to limit the availability of the website and app and/or the provision of any content, program, product, service, or other feature described or available on the website and app to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide.  You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.  Software related to or made available by the website and app may be subject to export controls of the U.S.A.  No software from the website and app may be downloaded, exported, or re-exported: (i) into, or to a national or resident of, any country or other jurisdiction to which the U.S.A. has embargoed goods, software, technology or services which, as of the effective date of these Terms, includes Cuba, North Korea, Iran, Sudan, and Syria, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders, or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses.  You are responsible for complying with all trade regulations and laws both foreign and domestic.  Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions, including, without limitation, as set forth in subsections (i) – (iii) above.

15. SEVERABILITY AND INTERPRETATION.  If any provision of these Terms, or any additional terms, or any of the terms of the Content Sales and Broadcasting Agreement are for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, or Content Sales and Broadcasting Agreement; and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms or Content Sales and Broadcasting Agreement, which will remain in full force and effect.  To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.  Wherever the word “including” is used in these Terms or any additional terms, the word will be deemed to mean “including, without limitation,” The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms.

16. LAW ENFORCEMENT INVESTIGATIONS.  MY PRO reserves the right, without any limitation, to: (i) investigate any suspected breaches of its website and app security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any additional terms, and the terms of the Content Sales and Broadcasting Agreement (iii) investigate any information obtained by MY PRO in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any additional terms, and the Content Sales and Broadcasting Agreement and (vi) discontinue the website and apps, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to the website and apps, in whole or in part, including any accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party.   Any suspension or termination will not affect your obligations to MY PRO under these Terms or any additional terms or the terms of the Content Sales and Broadcasting Agreement.  Upon suspension or termination of your access to the website and apps, or upon notice from MY PRO, all rights granted to you under these Terms or any additional terms will cease immediately, and you agree that you will immediately discontinue use of the website and app.  The provisions of these Terms and any additional terms, and the Content Sales and Broadcasting Agreement which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to MY PRO in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

17. ASSIGNMENT.  MY PRO may assign its rights and obligations under these Terms and any additional terms, in whole or in part, to any party at any time without any notice.  These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of MY PRO.

18. NO WAIVER.  Except as expressly set forth in these Terms or any additional terms, (i) no failure or delay by you or MY PRO in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any additional terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

19. U.S. GOVERNMENT RESTRICTED RIGHTS. If you are a U.S. government end user, then this provision applies to you.  The website and app provided in connection with these Terms has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227-7015 or any equivalent or subsequent agency regulation thereof, and is provided as “commercial items,” “commercial computer site” and/or “commercial computer site documentation.”  Consistent with DFARS section 227.7202 and FAR section 12.212 and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 or any equivalent or subsequent agency regulation thereof, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these Terms and shall be prohibited except to the extent expressly permitted by these Terms.

20. RELATIONSHIPS BETWEEN MY PRO AND YOU. The parties agree that nothing contained herein is intended to create the relationship of employer and employee, or employer and independent contractor between MY PRO and the Content Providers, Subscribers, Visitors and Promoters.

THE MY PRO PRODUCT SALES TERMS OF USE

PLEASE CAREFULLY READ THE FOLLOWING MY PRO PRODUCT SALES TERMS OF USE AS THEY CONSTITUTE A WRITTEN AGREEMENT BETWEEN YOU AND PRO PLAY LLC d/b/a MY PRO.

THESE TERMS CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS INCLUDING THE RULES AND REQUIREMENTS NECESSARY TO BECOME A PRODUCT “SELLER” ON MY PRO, THE RULES PROHIBITING THE SALE OF CERTAIN GOODS, THE RULES CONCERNING SALES TRANSACTIONS ON MY PRO, THE GRANTING AND LICENSING OF RIGHTS, MANDATORY ARBITRATION, NO CLASS RELIEF, AND THE WAIVER OF YOUR RIGHT TO A JURY TRIAL.

IN ORDER TO PARTICIPATE IN THE MY PRO PRODUCT SALES WEBSITE AND APPS YOU MUST AGREE TO AND ACCEPT ALL OF THE TERMS OF THE MY PRO PRODUCT SALES TERMS OF USE AND THE PRECEDING MY PRO GENERAL TERMS OF USE AND THE TERMS OF THE MY PRO CONTENT SALES AND BROADCASTING AGREEMENT AND THE TERMS OF THE MY PRO PRIVACY POLICY.

BY USING THE MY PRO PRODUCT SALES WEBSITE AND APPS YOU AGREE TO THESE TERMS OF USE AND YOU ARE BOUND BY THEM. EACH TIME THAT YOU USE THE WEBSITE AND APPS TO SELL PRODUCTS THESE TERMS AND RULES SHALL APPLY.

IF YOU DO NOT AGREE TO THE MY PRO PRODUCT SALES WEBSITE AND APP TERMS OF USE, AND YOU DO NOT AGREE TO THE TERMS OF THE PRECEDING GENERAL TERMS OF USE AND TO THE TERMS OF THE MY PRO SALES AND BROADCASTING AGREEMENT AND THE TERMS OF THE MY PRO PRIVACY POLICY THEN YOU MAY NOT USE THIS WEBSITE OR THE APPS.

THE MY PRO PRODUCT SALES WEBSITE AND APPS ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND.

THESE TERMS AND RULES GOVERN YOUR USE OF THIS PRODUCT SALES SITE AND APP, AND THESE TERMS AND RULES ARE SUBJECT TO CHANGE BY MY PRO AT ANY TIME IN ITS DISCRETION AND YOU ARE ENCOURAGED TO REVIEW THE MOST CURRENT TERMS AND GUIDELINES EACH TIME YOU VISIT THE SITE. YOUR USE OF THIS SITE AFTER SUCH CHANGES ARE IMPLEMENTED CONSTITUTES YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE CHANGES.

This Terms of Use Agreement is made by and between PRO PLAY LLC d/b/a MY PRO, a Tennessee Limited Liability Company, hereinafter referred to as MP, and You. This Agreement contains the terms and conditions that govern your use of the MY PRO PRODUCT SALES website and mobile applications, also referred to as “apps”, and the use of their respective content including audio visual content, audio only content, text, graphics, photos, product sales and distribution systems, and all other material uploaded and downloaded, as well as the software and the associated materials made available through the website and apps. Your acceptance and intent to be bound by this Product Sales Terms of Use Agreement is manifested by your accessing, store page creation, uploading of product data and images , product listing, product sales, viewing, using, and product purchasing activity on the MP website and apps.

Welcome to the MY PRO PRODUCT SALES Services and its affiliate website and apps featuring a variety of products and services made available to you as either a “SELLER” or “PURCHASER” when you visit, sell and shop at MY PRO.com, use MY PRO products or services, use MY PRO applications for mobile, or use software provided by MY PRO in connection with the sale or purchase of any product, subject to the following conditions.

1. TERMS OF USE. The following Terms Of Use apply to all users of the MP website and apps, including Content Providers who upload content, Subscribers who purchase “Shout Out” channel content, purchasers of digital download audio and audio visual content, and visitors to the website and app who view the site and the free content on the site. The “content” includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the site and apps. The use of the site includes all aspects of MP, including but not limited to all products, software and services offered via the website and apps, including the individual content provider channels. The website may contain links to third party websites that are not owned or controlled by MP and MP assumes no responsibility for the content, privacy policies, or practices of any third party websites. In addition, through your use of the site and apps you expressly relieve MP along with any and all associated officers, directors, agents, subsidiaries, joint ventures and employees from all claims, demands and damages, both actual and consequential, of every kind and nature, known and unknown, arising out of or in any way connected from any and all potential liabilities arising from the use of any third-party website.

2. MY PRO PRODUCT SALES WEBSITE AND APP OWNERSHIP. The MY PRO PRODUCT SALES website and apps contains a variety of intellectual property, software, trademarks, logos, materials and other items relating to MY PRO, its products and services, and similar items from our licensors and other third parties, including all content, layout, information, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, articles, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the website and apps, and the compilation, assembly, and arrangement of the materials of the website and apps and any and all copyrightable material.

3. SELLER AND PURCHASER LICENSE AND ACCESS: The MY PRO PRODUCT SALES Service is designed to provide Sellers of permitted products the ability to create and operate a “Store” or multiple “Stores” on MY PRO and thereby utilize the Product Sales order fulfillment service that MY PRO provides through the operation of its’ website and apps. Subject to the Sellers’ and/or the Purchasers’ compliance with these Product Sales Terms of Use and your payment of any applicable fees, MY PRO and its’ content providers grant to the Sellers and Purchasers a limited, non-exclusive, non-transferable, non-sub-licensable license to access and make personal and commercial use of the MY PRO Product Sales order fulfillment service. This license does include any product listings, descriptions, or prices; and any derivative use of any MY PRO Service or its contents; any downloading, sales processing, copying, and other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Conditions of Use or any Service Terms are reserved and retained by MY PRO or its licensors, suppliers, publishers, rights holders, or other content providers. No MY PRO Service, nor any part of the MY PRO Product Sales Service may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of MY PRO. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information including images, text, page layout, or form of MY PRO without express written consent. You may not use any meta tags or any other "hidden text" utilizing MY PRO 's name or trademarks without the express written consent of MY PRO. You may not misuse the MY PRO Services. You may use the MY PRO Services only as permitted by law. The licenses granted by MY PRO terminate if you do not comply with these Conditions of Use or any Service Terms.

4. ELECTRONIC COMMUNICATIONS: When you use any MY PRO PRODUCT SALES Service, and send e-mails, text messages, and other communications from your desktop or mobile device to MY PRO, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you in a variety of ways, such as by e-mail, text, in-app push notices, or by posting notices and messages on this site or through the other MY PRO Services, such as our Compliance Center. You agree that all sales commands , sales confirmations, sale agreements, delivery verification requests, delivery verification confirmations, billing notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

5. PROHIBITED SALES OF GOODS: The following list is a partial list of goods, services, and content that are prohibited from being sold on MY PRO: 1) explosives, 2) hazardous materials, 3) body parts/fluids; 3) unsanitized bedding and clothing, 4) prescription drugs, 5) medical devices, 6) controlled substances and related items, 7) alcohol, 8) tobacco, 9) unpackaged or adulterated food or cosmetics, 10) adult only products, 11) child pornography and simulated child pornography, 12) offers or solicitation of prostitution, 13) pet sales, 14) animal parts, 15) stud service, 16) endangered, imperiled and/or protected species and any parts thereof, e.g. ivory, 16) false, misleading, deceptive, or fraudulent content, 17) games of chance, 18) bait and switch sales, 19) defamatory, threatening, or malicious content, 20) anyone’s personal, identifying, confidential or proprietary information, 21) food stamps, 22) WIC vouchers, SNAP or WIC goods, 23) governmental assistance property, 24) stolen property, 25) property with serial number removed or altered, 26) burglary tools, 27) ID cards, 28) licenses, 29) police insignia, 30) government documents, 31) birth certificates, 32) US military items not demilitarized in accord with Defense Department policy, 33) counterfeit, replica, or pirated items, 34) gift cards that restrict transfer, 35) lottery or raffle tickets, 36) sweepstakes entries, 37) slot machines, 38) gambling items, 39) content postings or email that has the primary purpose to drive traffic to a website or email offering, promoting, or linking to unsolicited products or services/affiliate marketing, 39) network, or multi-level marketing, 40) pyramid schemes, 41) any good, service, or content that violates the law or legal rights of others. Any violation of these prohibitions will result in the removal of the Sellers information and products from the MY PRO website and apps as well as notification of such attempted sales to any applicable local, state or federal authority.

A. VIOLATION OF SALES STANDARDS: REMOVAL PENALTY. MY PRO reserves the right to determine, in its sole discretion, if any product or goods violates the stated sales standards. Any product listing containing any of the aforementioned prohibited goods shall be removed from the MY PRO network. MY PRO shall terminate a SELLERS account and access to the MY PRO website and apps immediately upon the discovery or reporting and confirmation of the violation and all of the postings connected to the SELLER shall be removed from the MY PRO website and apps. MY PRO reserves the right to decide whether products or goods violates these standards. MY PRO may at any time, without prior notice and in its sole discretion, remove such sale postings and terminate a SELLERS account for submitting such material in violation of this Agreement and the Terms of Service.

B. VIOLATION OF SALES STANDARDS: FORFEITURE PENALTY. Any SELLER postings containing any of the aforementioned prohibited elements shall be considered a violation of the MY PRO sales standards. Any SELLER that MY PRO deems to have violated the sales standards listed above hereby agrees to forfeit any and all revenue that is owed to the SELLER through any sales revenue that may be in the possession of MY PRO.

6. SELLERS WARRANTY AND SOLE RESPONSIBILITY FOR PRODUCTS AND GOODS SOLD: MY PRO is not responsible in any manner for the products and goods sold by any and all SELLERS on the MY PRO website and apps. The SELLER, you, hereby affirms, warrants and represents that you own or have secured and obtained the necessary ownership, licenses, rights, consents and permissions to upload and offer the products and goods that you offer, post and list to MY PRO. The products and goods and all sales data uploaded to MY PRO is the sole responsibility of the SELLER. MY PRO may monitor the products and goods, or it may not monitor the product and goods. MY PRO can not and will not take responsibility for the products and goods offered by the SELLERS.

7. PURCHASER RELIANCE ON SELLERS ONLY. Any use or reliance on any content concerning products and goods uploaded to MY PRO or obtained through MY PRO is at your own risk. MY PRO does not endorse, support, or guarantee the accuracy, reliability and truthfulness of any content concerning products and goods uploaded to MY PRO or obtained through MY PRO. In no way will MY PRO be liable to you, the PURCHASER, in any way for any aspect of the products, goods or services offered or purchased through MY PRO. In no way will MY PRO be liable to you in any way if you are exposed to products or goods with problems, errors, omissions or lack of merchantability if you suffer any loss or damage of any kind, including death incurred as a result of the use of any products or goods posted and sold on MY PRO.

A. SELLER AND PURCHASER ACCOUNTS. In order to establish a “store” channel and page on the MY PRO website and app you must log in and provide all registration details and information requested on the SELLER Registration page and on the PURCHASER product order page. MY PRO will utilize this information in order to 1) identify SELLERS and Purchasers and to create accounts and product and goods sales pages, and to track sales and to pay the Sellers as described below, and, 2) also to identify and track purchasers for the delivery and receipt of delivery notifications, and, 3) to identify activity and to track viewers and calculate any sales revenue. The SELLERS and Purchasers agree that your respective accounts and sales pages are for your sole use only and must not be used by any third party and you agree that you shall not allow any third party to use your page, password, Log-In or User ID to access or use the website and apps. The Purchaser understands that their BRAINTREE/PAYPAL account will be automatically billed on a single sales transaction or on a month to month basis until the Purchaser terminates the purchase. The Purchasers agree that they will receive a full refund in the event that a SELLER fails to deliver a product or good in the time allotted for delivery according to the sales procedure described below. If a customer issue does emerge, MY PRO reserves the right in its sole discretion to deal with the issue in a manner that is decided solely by MY PRO. If a SELLER establishes a sales page and the SELLER does not deliver on any of the products or goods listed, then MY PRO reserves the right in its sole discretion to cancel the SELLERS account and/or sale page and retain all payments to the account.

8. MY PRO PRODUCT SALES PROCEDURE. A SELLER must be eighteen (18) years or older in order to establish a SELLERS account and sales page and to sell products or goods on MY PRO. A SELLER can create your own “Store” Channel and sell permitted products and goods from your store page absolutely free and without any startup or hosting fees. At MY PRO any person, group, business, charity and/or association can use their phone, computer or tablet camera or any camera to create, upload and sell their own products and goods on their own “Store” page. The SELLER can set their own sales price for the products and goods that they offer. The SELLER should price their goods in recognition that the sales price and resulting sales revenue shall be divided with the SELLER receiving eighty percent (80%) of the sales price and MY PRO receiving twenty percent (20%) of the sales price and resulting sales revenue.

A. SALES REVENUE RETAINED UNTIL DELIVERY OF PRODUCT OR GOODS. The sales revenue generated from a sale of a product or goods shall be retained by MY PRO and not distributed to the SELLER until the product or goods have been delivered to the PURCHASER. Typically the sales revenue shall be retained by MY PRO for a period of fourteen (14) to twenty-one (21) days to allow for the physical shipping and delivery of the product or goods to the Purchaser. MY PRO is not responsible in any manner for the delivery of the product or goods from the SELLER. MY PRO will utilize email confirmation of delivery and receipt of product or goods by the Purchaser in order to release the sales revenue. MY PRO permits the PURCHASER to rate the performance of a SELLER by indicating a “love” click for the SELLER. As the SELLER accumulates a trend of positive “love” ratings the amount of time the sales revenue is retained by MY PRO shall be reduced.

B. REFUND OF PURCHASE PRICE. In the event that the SELLER fails to deliver the product or goods within twenty-one (21) days from the date of sale then the purchase price will be refunded to the Purchaser.

9. PRODUCT SALES DATA: ACCURACY AND AUTHENTICITY: As part of the establishment of a “Sales” page on the MY PRO website and apps the SELLER must complete our registration process so that an account can be created on your behalf. You, the SELLER, must supply all requested information. The information that you supply must be accurate and complete. You may not create an account for a person that is not yourself, unless you are part of a group, business, charity or association and the other person or people of the group, business, charity or association have given you permission to establish the MY PRO account for your mutual benefit. You may not establish an account using the identity, name, likeness and image of another person, group, business, charity or association without their express written permission. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish and sell the products and goods that you submit to MY PRO and sell on the website and apps pursuant to these Terms of Use. Any action or attempt to establish an account utilizing another person, group, business, charity or associations’ identity, name, likeness and image without their written permission is strictly forbidden and any such actions will be subject to the applicable local, state, federal and international laws concerning fraud, misrepresentation, misappropriation, infringement and identity theft.

10. PAYMENT OF SALES REVENUE. In order for the SELLER, you, to receive payment of the above stated sales revenue you must have a current BRAINTREE- (A PAYPAL COMPANY) account. If you do not have a BRAINTREE ( A PAYPAL COMPANY) account then you can create one in a matter of minutes. MP shall tender the above sales revenue payments, immediately upon delivery of product or goods. The SELLER is solely responsible to collect a sales tax if required in the jurisdiction where you reside. MY PRO assumes no responsibility for any individual tax liability based upon a SELLERS income. If any disputes shall arise, MY PRO bears no financial responsibility. In the event a transaction creates a suspicion of fraud or any of the previously stated prohibited activities, or if a SELLER abandons their “Sales” page, MY PRO retains all rights to withdraw and retain the revenue earnings of a SELLER. MY PRO has full right, power and authorization to withdraw and retain, in part or in full, the amount of a refund site credit, dispute or chargeback, along with any associated fees or penalties incurred. MY PRO may use the right to withdraw and retain any amount at its sole discretion to ensure MY PRO does not suffer any financial loss related to any dispute, suspicion of fraud, or other prohibited activities and, you, the SELLER agree to the forfeiture of sales revenue earnings under these circumstances. The withdrawn and retained funds will become the property of MY PRO to use as refund credit for Purchasers impacted by the Sellers abandonment of a “store page”. MY PRO reserves all rights to suspend payment on the Content Provider’s account until such dispute is resolved.

11. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY: THE MY PRO SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS INCLUDING SOFTWARE AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE MY PRO SERVICES ARE PROVIDED BY MY PRO ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. MY PRO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE MY PRO SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS INCLUDING SOFTWARE OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE MY PRO SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE MY PRO SERVICES IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, MY PRO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MY PRO DOES NOT WARRANT THAT THE MY PRO SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS INCLUDING SOFTWARE OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE MY PRO SERVICES, MY PRO'S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM MY PRO ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MY PRO WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY MY PRO SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS INCLUDING SOFTWARE OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY MY PRO SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

12. DISPUTES: Any dispute or claim relating in any way to your use of any MY PRO Service, or to any products or services sold or distributed by MY PRO or through MY PRO will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court including injunctive and declaratory relief or statutory damages, and must follow the terms of these Conditions of Use as a court would.

To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the MY PRO COMPLIANCE DEPARTMENT at the previously stated site. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. MY PRO will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

13. APPLICABLE LAW: By using any MY PRO Service, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of Tennessee, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and Amazon.

MY PRO.SOCIAL PRIVACY POLICY

Welcome to the MY PRO.SOCIAL website and app which is available at www.mypro.social and at the APPLE APP STORE and the GOOGLE APP STORE.  The website and app are operated by PRO PLAY LLC dba MY PRO. This is the MY PRO “Privacy Policy” and it governs your use of the website and app and your use of the various interactive features including plug-ins, applications, content, downloads and/or other services that MY PRO owns and controls and makes available through the website and app. This Privacy Policy is made available through a link to the MY PRO CONTENT SALES AND BROADCASTING AGREEMENT and the MY PRO TERMS OF USE on both the website and app and its’ terms apply regardless of how you, the Content Provider, Subscriber, Purchaser, Promoter and User, may access or use them, whether through personal computers, mobile devices, tablets or other devices.  This Privacy Policy does not govern the data practices of third parties, like BRAINTREE, a PAYPAL COMPANY, that may interact with the MY PRO website and app.

THE TERMS OF THIS PRIVACY STATEMENT ARE SUBJECT TO CHANGE BY MY PRO AT ANY TIME IN ITS DISCRETION AND YOU ARE ENCOURAGED TO REVIEW THE MOST CURRENT TERMS OF THIS PRIVACY STATEMENT EACH TIME YOU VISIT THE SITE. YOUR USE OF THIS SITE AFTER SUCH CHANGES ARE IMPLEMENTED CONSTITUTES YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THOSE ADDITIONAL POLICIES OR PRACTICES AND THESE ADDITIONAL OR DIFFERENT TERMS SHALL GOVERN DATA COLLECTION AND THE USE OF DATA.

1. INFORMATION COLLECTED BY THIS SITE

A. INFORMATION PROVIDED BY CONTENT PROVIDERS, SUBSCRIBERS, PURCHASERS, PROMOTERS AND USERS. The MY PRO WEBSITE & APP collects Personal and Demographic Information provided by the Content Providers, Subscribers, Purchasers, Promoters and Users. As part of the registration processes for the Content Providers, Subscribers, Purchasers, Promoters and Users the following categories of information are requested: (1) personally identifiable information, which is information that could reasonably be used to identify Content Providers, Subscribers, Purchasers, Promoters and Users personally, such as your first and last name, your e-mail address, and your date of birth, collectively referred to as Personal Information; and (2) demographic information, such as information like your zip code. My Pro may collect this information through various forms and in various places on the website and app, including when you sign-up yourself or sign up a child as a Parent or Guardian.  Providing us with information about yourself and/or your child, if applicable, is voluntary, however if you choose not to provide certain information you may not be able to register yourself or your child, if applicable, as Content Providers, Subscribers, Purchasers, Promoters and Users.

B. INFORMATION THAT IS COLLECTED AND STORED VIA ACCESS & USE: The MY PRO WEBSITE & APP collects information based on how Content Providers, Subscribers, Purchasers, Promoters and User may access, use and interact the website and app. MY PRO may use a variety of technologies that automatically or passively store or collect certain information whenever you visit or interact with the website and app, which is called “usage information”.  This “usage information” may be stored or accessed using a variety of technologies that may be downloaded to your personal computer, browser, laptop, tablet, mobile phone or other device whenever you visit or interact with our website and app.  This “usage information may include: 1) Content Providers, Subscribers, Purchasers, Promoters and Users address and the device identifier number that is automatically assigned to the device used to access the website and app so that MY PRO computers can identify your device; 2) your device functionality including browser, operating system, hardware, mobile network information; 3) the URL that referred you to the MY PRO website and app; 4) the areas within the website and app that you visit and your activities on them; 5) your device location and characteristics; and 6) certain other device data, including the time of day.

C. TRACKING TECHNOLOGIES. MY PRO may use various methods and tracking technologies to store or collect “usage information” and the technologies may set, change, alter or modify settings or configurations on your Device.  A few of the tracking technologies include, without limitation, the following technologies as well as any subsequent technology and methods that may be later developed):

  1. COOKIES.  A cookie is a data file placed on a device when it is used to visit the website and app.  A “flash cookie” is a data file placed on a device via the Adobe Flash plug-in that may be built-in to or downloaded by you to your device.  “HTML5 cookies” can be programmed through HTML5 local storage.  Unlike Flash cookies, HTML5 cookies do not require a plug-in.  Regular cookies may generally be disabled or removed by tools that are available as part of most commercial browsers, and in some but not all instances can be blocked in the future by selecting certain settings.  Each browser you use will need to be set separately and different browsers offer different functionality and options.  These tools may not be effective with regard to Flash cookies or HTML5 cookies. Information concerning how to disable Flash cookies is available on Adobe’s web site.  All Content Providers, Subscribers, Purchasers, Promoters and Users should be aware that if you disable or remove cookies, Flash cookies, or HTML5 cookies on your device, some parts of the MY PRO website and app may not function properly, and that when you revisit the website and app your ability to limit cookies is subject to your browser settings and limitations.

  2. Web Beacons.  The small graphic images or other web programming code called web beacons, “1x1 GIFs”, or “clear GIFs” may be included on the MY PRO website and app pages and messages.  Web beacons may be invisible, but any electronic image or other web programming code inserted into a page or e-mail can act as a web beacon.  Web beacons or similar technologies may be used for a number of purposes, including, without limitation, to count visitors to the Site, to monitor how Content Providers, Subscribers, Purchasers, Promoters and Users use and navigate the website and app, to count how many subscriptions and purchases are made for all Content Providers content, and to count how many Content Providers content were actually viewed, and other similar data capture.

  3. Embedded Scripts.  An embedded script is programming code that is designed to collect information about Content Providers, Subscribers, Purchasers, Promoters and Users interactions with the website, such as the Content Providers that you click on.  The code is temporarily downloaded onto your device from the MY PRO web server or a third party service provider, and is active only while you are connected to the MY PRO website and app, and is deactivated or deleted after you leave the website or app.

  4. ETag, or entity tag. This is a feature of the cache in browsers.  It is an opaque identifier assigned by a web server to a specific version of a resource found at a URL.  If the resource content at that URL ever changes, a new and different ETag is assigned and, used in this manner, ETags are a form of device identifier.  ETag tracking may generate unique tracking values even where the Contestant, Voter or Promoter blocks HTTP, Flash, and/or HTML5 cookies.

D. THIRD PARTY WEBSITE INTERACTIONS: The MY PRO website and app may include functionality that allows certain kinds of interactions between the website, app and your account on a third-party web site or application, such as BRAINTREE, A PAYPAL COMPANY. The use of this functionality may involve the third-party operator providing certain information, including Personal Information, to MY PRO and this information shall be treated as Personal Information under this Privacy Policy, because the data is being collected as a result of the Contestant’s, Voter’s or Promoter’s accessing of and interaction on the MY PRO website and app. In addition, we may provide third-party sites’ interfaces or links on the website and app to facilitate your sending a communication from the website and app. MY PRO may use third parties to facilitate emails, tweets, Facebook and Instagram, Snap Chat, Periscope, Meerkat postings about the Contest. These third parties may retain any information used or provided in any such communications or other activities and these third parties’ practices are not subject to the MY PRO Privacy Policy. MY PRO may not control or have access to your communications through these third parties. In addition, when you use third-party sites or services, you are using their services and not the services of MY PRO and those companies are responsible for their practices.

2. MY PRO USE OF COLLECTED INFORMATION: MY PRO may use your “personal information”, “demographic information” or “usage information” that is subject to this Privacy Policy: (1) to process transactions or provide you with information such as to send you electronic newsletters or to provide you with marketing materials on behalf of us or third parties, including to let Content Providers, Subscribers, Purchasers, Promoters and Users know about upcoming Contest opportunities and business opportunities; (2) to enable Content Providers, Subscribers, Purchasers, Promoters and Users to participate in the website and app’s features; (3) to process Content Providers, Subscribers, Purchasers, Promoters and Users registration with the website and app, including verifying your information is active and valid; (4) to improve the website and app, to customize your experience on the website and app; (5) to contact you with regard to your use of the website and app and, in MY PRO’s discretion, changes to the website and app and/or the website and app’s policies; (6) for MY PRO internal business purposes; and (7) for purposes disclosed at the time to Content Providers, Subscribers, Purchasers, Promoters and Users in order to provide information or as otherwise set forth in this Privacy Policy.

3. MY PRO SHARING OF INFORMATION WITH THIRD PARTIES: MY PRO may share non-Personal Information, such as aggregated user statistics, with third parties. MY PRO does not share your Personal Information with third parties for those third parties’ marketing purposes unless you consent to such sharing at the time you provide your personal information. MY PRO may share your device identifiers with third parties along with data related to you and your activities. In addition, we may share the information we have collected about Content Providers, Subscribers, Purchasers, Promoters and Users including personal information, as disclosed at the time you provide your information and as described below or otherwise in this Privacy Policy. MY PRO may disclose Content Providers, Subscribers, Purchasers, Promoters and Users information as follows:

(a)  Content Providers, Subscribers, Purchasers, Promoters and Users Requests Information From or Provide Information to Third Parties. The Content Providers, Subscribers, Purchasers, Promoters and Users may be presented with an option on the MY PRO website and app to receive certain information directly from third parties or to have us send certain information to third parties or give them access to it. If the Content Providers, Subscribers, Purchasers, Promoters and Users choose to do so, your personal information and other information may be disclosed to such third parties and all information you disclose will be subject to the third-party privacy policies and practices of such third parties. In addition, third parties may store, collect or otherwise have access to your information when you interact with their tracking technologies, content, tools apps or ads on our website and app or link to them from our website and app. This may include using third-party tools such as Facebook, Twitter, Instagram, Pinterest, Snapchat. Periscope, Meerkat other third-party posting or content sharing tools. MY PRO is not responsible for the privacy policies and practices of such third parties and, therefore, the Content Providers, Subscribers, Purchasers, Promoters and Users should review such third-party privacy policies and practices of such third parties prior to requesting information from or otherwise interacting with them.

(b)  Third Parties Providing Services. MY PRO may use third-party companies to perform certain services on behalf of MY PRO or the website and app, such as cloud hosting of the website and app, designing and/or operating the website and app’s features, tracking the website and app’s activities and analytics, and enabling MY PRO to send Content Providers, Subscribers, Purchasers, Promoters and Users special offers or to perform other administrative services. MY PRO may provide these companies with access to information, including device identifiers and personal information, to carry out the services they are performing for MY PRO or a Content Providers, Subscribers, Purchasers, Promoters and Users. Third-party analytics and other service providers may set and access their own tracking technologies on your device and they may otherwise collect or have access to information about you, potentially including personal information, about you. MY PRO is not responsible for those third party technologies or activities arising out of them.

(c)  Protection of the Rights of MY PRO and the Content Providers, Subscribers, Purchasers, Promoters and Users. To the fullest extent permitted by applicable law, MY PRO may also disclose your information if we believe in good faith that doing so is necessary or appropriate to: (i) protect or defend the rights, safety or property of MY PRO or third parties including through the enforcement of this Policy, and the MY PRO CONTENT SALES AND BROADCASTING AGREEMENT, and the MY PRO WEBSITE AND APP TERMS OF USE and other applicable agreements and policies; or (ii) comply with legal and regulatory obligations pursuant to law enforcement inquiries, subpoenas or court orders. To the fullest extent permitted by applicable law, MY PRO has complete discretion in electing to make or not make such disclosures, and to contest or not contest requests for such disclosures, all without notice to the Content Providers, Subscribers, Purchasers, Promoters and Users.

(d)  Affiliates and Other Parties. MY PRO may share Content Providers, Subscribers, Purchasers, Promoters and Users information, including device identifiers and personal information, demographic information and usage information with MY PRO parent, subsidiaries and affiliate entities. MY PRO also reserves the right to disclose and transfer all such information in connection with a merger, consolidation, restructuring, or the sale of substantially all of the MY PRO interests and/or assets or other corporate change.

(e) Promotions. By participating as a Content Providers, Subscribers, Purchasers, Promoters and Users, you are agreeing to the MY PRO MY PRO CONTENT SALES AND BROADCASTING AGREEMENT, and the MY PRO WEBSITE AND APP TERMS OF USE that govern the apps and website which contain specific requirements including, allowing the use of the Content Providers name, voice and/or likeness in advertising or marketing associated with the website and apps.

4.  Content Provider Content and Public Information. The website and app permits the Content Providers to submit and upload video and audio recordings of their vocal performances for display, reproduction, publishing, and distribution online or offline in any media or format currently existing or hereafter developed.  Please note that MY PRO does not control who will have access to the Content Providers content that you choose to make public. MY PRO is not responsible for the privacy or security of any information that the Content Provider makes publicly available on the website and app or what others do with information you share with them on the website and app. MY PRO may also publish the Content Providers name, voice, likeness and other personal information that is part of your Content Providers content page, and MY PRO may use the content, or any portion of the content, for advertising, marketing, publicity and promotional activities.

5. Third-Party Links: The website and app may contain content that is supplied by a third party, and those third parties may collect usage information and your device identifier when pages from the website are served to you.  In addition, when you are on the website and app you may be directed to other services that are operated and controlled by third parties that MY PRO does not control. MY PRO is not responsible for the data collection and privacy practices employed by any of these third parties or their services and they may be tracking you across multiple sites and may be sharing the results of that tracking with others.  For example, if you “click” on a link, the “click” may take you off the Site onto a different site.  These other sites may associate their tracking technologies with you, independently collect data about you, including personal information, and may or may not have their own published privacy policies. Third-party applications may also be available via the website and app like Twitter, Facebook, Instagram, Pinterest, Snapchat, Periscope, and Meerkat.  The owners of these applications may collect personal information and other data from you and may have their own policies and practices.  MY PRO is not responsible for how third-parties or their applications collect or use your information and they may be tracking you across multiple sites and may be sharing the results of that tracking with others.  These third-party owners may have their own terms of site use, privacy policies or other policies and ask you to agree to the same.  MY PRO is not responsible for these third-party privacy policies or the practices of third-parties. 

6.  Third Party Ads On Website: Currently there are no third party ads on the MY PRO website and app.

7.  MINORS AND PRIVACY: If you are a minor between the ages of 12 and 18 years of age and you would like to become a content provider you must ask your parent or legal guardian to agree to the terms of the Parental Consent and Authorization Form and MY PRO CONTENT SALES AND BROADCASTING AGREEMENT, and the MY PRO WEBSITE AND APP TERMS OF USE then register you and provide your information on the MY PROFORMER website and app. If you are a parent or legal guardian of a minor between the ages of 12 and 18 years of age and you would like your child to join as a Content Provider then you must agree to the terms of the Parental Consent and Authorization 0Form and the MY PRO CONTENT SALES AND BROADCASTING AGREEMENT, and the MY PRO WEBSITE AND APP TERMS OF USE and then you can register your child as a Content Provider and provide your information on the MY PRO website and app.

8. SECURITY: MY PRO incorporates commercially reasonable safeguards to help protect and secure Content Providers, Subscribers, Purchasers, Promoters and Users personal information. However, no data transmission over the Internet, mobile networks, wireless transmission or electronic storage of information can be guaranteed to be 100% secure. Please note that we cannot ensure the security of any information transmitted to MY PRO and you use our website and app and provide your information at your own risk.

A. CONTENT AND DATA CONFIDENTIALITY AND PRIVACY. MY PRO operates on the AMAZON server infrastructure and is confident of the continuous “around the clock” efforts of AMAZON to protect the content and data submitted to MY PRO. However, in a reality where the Chinese government can infiltrate and override protective infrastructure and obtain access to the email of the President of the United States, and where the consumer records of major banks, credit card companies, businesses and retailers are routinely infiltrated and “hacked”, MY PRO can not and does not guarantee any confidentiality of the data and content that you submit to MY PRO. By using the website and apps you acknowledge and accept the MY PRO Privacy Policy and consent to the collection, use and management of your data in accordance with the Privacy Policy. By using the website and app, you further agree that MY PRO may change, alter, or modify the settings or configurations on your device defined below in order to allow for or optimize your use of the website and app.

9.  CHANGES TO PRIVACY POLICY: MY PRO reserves the right to change this Privacy Policy at any time. Any changes will be effective immediately upon the posting of the revised Privacy Policy and your use of our website and app indicates your consent to the privacy policy posted at the time of use. To the extent any provision of this Privacy Policy is found by a competent tribunal to be invalid or unenforceable, such provision shall be severed to the extent necessary for the remainder to be valid and enforceable.