MILLIONS.CO – TERMS AND CONDITIONS

1. SCOPE AND STRUCTURE

1.1 Application of Terms

These Terms apply to all users of the Platform, including, without limitation:

• “Fans” who use the Platform primarily to view content and purchase products or experiences;
• “Talent” (as defined below), including athletes, creators, events, organizations, and channels that sell products, accept tips, and/or engage in brand collaborations;
• “Agencies” or “Agents” who manage or represent Talent profiles or activity on the Platform; and
• “Brands” or “Advertisers” that use the MILLIONS Campaign Manager or other brand-facing tools on the Platform to run campaigns, send Offers, or otherwise collaborate with Talent.

1.2 Supplemental Terms

Certain features of the Platform may be subject to additional terms and conditions presented to you at the time of use, including, without limitation, Campaign briefs, Brand-provided terms and conditions, promotion-specific rules, service-specific terms, statements of work, or other feature-specific policies (“Supplemental Terms”). Any such Supplemental Terms are incorporated by reference and form part of these Terms.

If there is a conflict between these Terms and any Supplemental Terms, the Supplemental Terms will control solely with respect to the applicable feature, service, or transaction, except that these Terms will control with respect to your relationship with MILLIONS and the Platform’s payment, payout, fee, dispute, and enforcement mechanics unless MILLIONS expressly agrees otherwise in writing.

1.3 Privacy Policy

Your use of the Platform is also subject to our Privacy Policy, as updated from time to time, which describes how we collect, use, disclose, and protect personal information.

1.4 Other Policies

We may publish additional policies, community guidelines, help-center materials, or operational rules on the Platform from time to time. Those materials are incorporated by reference to the extent they apply to your use of the Platform. In the event of conflict, these Terms control unless expressly stated otherwise.

2. DEFINITIONS

For purposes of these Terms:

2.1 “User”

“User” means any individual or entity that accesses or uses the Platform in any capacity, including Fans, Talent, Agencies, and Brands.

2.2 “Fan”

“Fan” means a User who uses the Platform primarily to view or engage with content, follow profiles, send tips, and/or purchase products or experiences.

2.3 “Talent”

“Talent” means, collectively and individually:

• athletes, including amateur, local, community, college/NIL, Olympic, professional, and retired athletes;
• creators and influencers, including YouTubers, fitness influencers, sports analysts, commentators, broadcasters, streamers, podcasters, channels, and similar profiles;
• events and organizations, including promotions, gyms, leagues, teams, sports community organizations, and similar entities; and
• any other profile that sells products, experiences, or content or participates in brand collaborations through the Platform.

Unless expressly stated otherwise, references to Talent include channels and organizations using Talent-side tools.

2.4 “Agency,” “Agent,” or “Representative”

“Agency,” “Agent,” or “Representative” means any person or entity that controls, manages, or administers a Talent account or uses the Platform on behalf of Talent, including by applying to Campaigns, accepting Offers, uploading content, managing product listings, or otherwise acting for Talent.

2.5 “Brand” or “Advertiser”

“Brand” or “Advertiser” means a User that accesses or uses the MILLIONS Campaign Manager or other brand-facing tools on the Platform to create Campaigns, send Offers, or otherwise collaborate with Talent.

2.6 “Campaign Manager”

“Campaign Manager” means the web-based platform located at campaign.millions.co (and related URLs) used primarily by Brands and their teams to run Campaigns, manage Offers, manage deliverables, and access analytics and related marketing tools.

2.7 “Content”

“Content” means any and all content, data, and information of any kind, including text, images, graphics, photos, audio, video, live streams, podcasts, interviews, designs, logos, trademarks, Campaign briefs, links, comments, chat messages, posts, clips, derivative edits, and other materials uploaded, posted, created, generated, transmitted, or otherwise made available through the Platform by any User, including Talent content and Brand creative.

2.8 “Merch” or “Merchandise”

“Merch” or “Merchandise” means apparel and other physical products produced and fulfilled through MILLIONS’ designated third-party merchandise fulfillment partners and sold through the Platform.

2.9 “Memorabilia”

“Memorabilia” means collectible, unique, signed, limited-edition, or other physical items sold through the Platform by or on behalf of Talent, including through flat-rate sales or auctions.

2.10 “Experiences”

“Experiences” means non-physical offerings such as training sessions, meet-and-greets, appearances, trips, guest spots on content, interviews, tickets, activations, and similar offerings.

2.11 “Custom Products”

“Custom Products” means any product, service, or offering sold by or on behalf of Talent via the Platform that is not Merch fulfilled by MILLIONS’ designated fulfillment partners, including, by way of example, Memorabilia, Experiences, personal videos, and other custom or in-kind offerings.

2.12 “Campaign”

“Campaign” means an application-based collaboration, sponsorship, activation, or marketing opportunity created by a Brand via the Campaign Manager, including social campaigns, user-generated-content campaigns, share campaigns, podcast or channel campaigns, in-person appearance campaigns, PR/interview campaigns, event activations, and sponsorships.

2.13 “Offer”

“Offer” means a direct, non-application collaboration proposal made by a Brand to specific Talent using the Platform’s booking or deal-management tools.

2.14 “Deliverables”

“Deliverables” means all services, appearances, content, social media posts, shares, proof-of-performance uploads, or other obligations that Talent is required to perform under a Campaign or Offer, including any deliverable, revision, content, or posting checklist defined in the applicable brief or Offer.

2.15 “Usage Rights”

“Usage Rights” means the rights granted by Talent to a Brand to use Content created in connection with a Campaign or Offer, including duration, territory, platform, media, format, and scope, as set forth in the applicable brief, Offer, or additional terms.

2.16 “Platform Fees”

“Platform Fees” means fees charged by MILLIONS in connection with the Platform, including subscription fees, launch fees, processing fees, transaction fees, platform margins, percentage-based fees, ad-management fees, and other service charges, as described on the Platform or in applicable Supplemental Terms.

2.17 “Sponsored Feed”

“Sponsored Feed” means MILLIONS tools that allow Brands to view, search, analyze, and compare collaboration posts and associated performance metrics, audience data, and related analytics.

2.18 “Mentions Lab”

“Mentions Lab” means MILLIONS tools that allow Brands to discover, manage, organize, and review content in which they are mentioned across the Platform and certain third-party social media sources.

2.19 “Research Credits”

“Research Credits” means usage-limited credits that Brands may receive or purchase to unlock deeper analytics, reports, comparisons, or insights, including audience reports or detailed Sponsored Feed analytics.

2.20 “Third-Party Services”

“Third-Party Services” means any third-party websites, apps, payment service providers, crypto providers, social networks, streaming tools, advertisers, vendors, measurement providers, or other services that interact with, connect to, or are accessible via the Platform.

2.21 “Crypto”

“Crypto” means any supported virtual currency, digital asset, or token used for tipping or other permitted transactions through the Platform.

2.22 “Following”

“Following” means, unless otherwise stated, the number of accounts directly following a Talent profile on the MILLIONS Platform.

2.23 “Audience”

“Audience” means a Platform-generated estimate or weighted calculation of a Talent’s reachable or relevant audience, which may be based on one or more data points including MILLIONS following, linked or publicly available social-media following, engagement signals, fan affinity, similar-interest cohorts, location data, topical relevance, and other proprietary or third-party inputs.

2.24 “Views”

“Views” means view, impression, replay, watch, or exposure counts displayed by the Platform for video, clips, streams, or related content, and may include generated, aggregated, estimated, modeled, or extrapolated data as further described in Section 15.3.

3. ACCEPTANCE OF TERMS; CHANGES

3.1 Acceptance

By accessing, browsing, or using the Platform in any way, including creating an account, connecting social media accounts, or clicking “accept,” “agree,” “apply,” “approve,” “counter,” “submit,” or similar language when prompted, you acknowledge that you have read, understood, and agree to be bound by these Terms.

3.2 Changes to Terms

MILLIONS may modify these Terms at any time in its discretion. We will post updated Terms on the Platform and may provide notice by email, in-app notification, or other reasonable means. Unless otherwise stated, updated Terms are effective when posted. Your continued use of the Platform after the effective date of the updated Terms constitutes your acceptance of them.

3.3 Changes to the Platform

We may modify, suspend, or discontinue all or part of the Platform, including features, functionalities, subscription offerings, integrations, or Content, at any time, with or without notice, and without liability to you.

4. ELIGIBILITY

4.1 General

You may use the Platform only if:

• you have the legal capacity to enter into a binding contract with MILLIONS; and
• you are not barred from using the Platform under applicable law.

4.2 Fans

Fans may be subject to age restrictions under local law. Where a Fan is a minor, a parent or legal guardian must review these Terms and supervise the minor’s use of the Platform. Parents or guardians are responsible for the minor’s activities on the Platform.

4.3 Talent and Agencies

Talent and Agencies using monetization features, including product sales, tips, and Brand deals, must generally be at least eighteen (18) years old or the age of majority in their jurisdiction, unless MILLIONS expressly permits otherwise. Where Talent is a minor, including NIL or college athletes, a parent, guardian, or properly authorized representative must manage the account and accept these Terms and any Brand contracts on behalf of the minor.

By creating or managing a Talent account, you represent and warrant that you have all necessary rights, authority, permissions, and consents to do so and to bind the applicable person or entity.

4.4 Brands

Brands using the Campaign Manager or making Offers represent and warrant that the individual creating or managing the Brand account has full authority to bind the Brand to these Terms and to any Campaigns, Offers, or other transactions initiated through the Platform.

5. ACCOUNTS, SECURITY, AND CONNECTED SERVICES

5.1 Account Creation

To access certain features, you must create an account and provide required information, which may include name, username, email address, phone number, social-media links, profile image, biography, sport or category, location, hometown, date of birth, and payment or payout information.

You agree that all information you provide will be true, accurate, current, and complete, and that you will maintain and promptly update it.

5.2 Connected Social Media and Data Access

If you connect social media or other Third-Party Services to the Platform, you authorize MILLIONS to access, use, and process information from those services, including follower counts, audience data, engagement metrics, content, and related analytics, as permitted under the applicable Third-Party Service terms and our Privacy Policy.

Even where you do not connect via a direct integration, MILLIONS may collect and use publicly available social data, including public posts and public follower or view metrics, for analytics, discovery, matching, audience reports, and Campaign tools.

5.3 Talent Payouts

To receive payouts, Talent or their Agency must:

• connect a valid payout method supported by MILLIONS or its payment partners;
• complete any required identity verification, know-your-customer, tax, sanctions, fraud-prevention, or other compliance steps; and
• comply with the terms of applicable payment providers and Third-Party Services.

Unless otherwise stated on the Platform, payouts for funds earned during a calendar month are generally scheduled for payment on or about the fifteenth (15th) day of the following calendar month, and not during the same month in which such funds were earned. If a profile does not have valid payout information on file, has not completed required compliance steps, or is otherwise subject to a hold, reserve, review, dispute, or refund process, payouts may be delayed and will generally roll forward to a later payout cycle until the issue is resolved.

5.4 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account, including activity by Agents, employees, contractors, team members, or invited collaborators. You agree to notify MILLIONS promptly of any unauthorized access or use of your account. MILLIONS is not liable for loss or damage arising from your failure to safeguard your account.

5.5 Agency-Managed Profiles

Where an Agency manages Talent’s profile:

• the Agency represents that it is duly authorized to act on Talent’s behalf for all Platform activity, including entering into Campaigns and Offers;
• all actions taken by the Agency on the Platform are binding on Talent;
• the Agency is responsible for any misrepresentation, negligence, or material miscommunication and may be liable to Talent, MILLIONS, and/or Brands for resulting losses; and
• Agencies that wish to express only non-binding interest without creating a formal application must follow the process provided by MILLIONS. Any formal application, counter, acceptance, or approval submitted through the Platform is binding.

6. ACCEPTABLE USE; PLATFORM AVAILABILITY

6.1 Prohibited Conduct

You agree not to:

• use the Platform for any unlawful purpose or in violation of any law, regulation, sanction, league rule, NIL rule, school rule, or other organizational restriction;
• upload or distribute Content that is defamatory, obscene, pornographic, threatening, harassing, hateful, discriminatory, violent, misleading, or otherwise objectionable;
• infringe or violate the intellectual-property, publicity, privacy, contractual, or other rights of any third party;
• upload viruses, malware, or other malicious code, or otherwise compromise the integrity or security of the Platform;
• interfere with or disrupt the Platform or any network or system, including through scraping, denial-of-service activity, or unauthorized automation;
• attempt to circumvent or avoid payment of Platform Fees;
• use the Platform for fraud, deceptive conduct, money laundering, or other unlawful activity; or
• use tips, collaborations, or transactions as a bribe or inducement to influence athletic performance, gambling outcomes, or other regulated activity.

6.2 Platform Availability

The Platform may be unavailable from time to time for maintenance, updates, outages, integrations, security events, Third-Party Service failures, or other reasons. MILLIONS does not guarantee uninterrupted availability.

6.3 Enforcement

MILLIONS may, in its sole discretion and without liability, remove Content, suspend or terminate accounts, restrict features, withhold or delay funds where permitted, or take other action where it believes a User has violated these Terms, applicable law, or the integrity of the Platform.

7. RELATIONSHIP OF THE PARTIES

7.1 Independent Relationship

Your relationship with MILLIONS is that of an independent platform user. Nothing in these Terms creates an employment, partnership, joint venture, agency, fiduciary, or franchise relationship between you and MILLIONS.

7.2 No Agency for Talent or Brands

Except as expressly stated with respect to holding and releasing funds or administering Platform workflows, MILLIONS is not the agent, manager, or representative of Talent or Brands for sports, NIL, endorsements, sponsorships, or commercial negotiations.

8. PAYMENTS, FEES, TAXES, REFUNDS, AND CRYPTO

8.1 Payment Processing

Payments and payouts may be processed through Third-Party Services. Your use of such services is subject to their terms and policies. MILLIONS is not responsible for Third-Party Service acts or omissions.

8.2 Platform Fees

MILLIONS charges Platform Fees in connection with the Platform. Unless otherwise displayed on the Platform, stated in applicable Supplemental Terms, or expressly agreed in writing:

• the default Platform Fee applicable to Talent compensation on Brand Campaigns and Offers is generally twenty percent (20%);
• for Talent-side monetization transactions that are not Brand Campaigns or Offers, including paid content, paid-access media, personal videos, sales of Memorabilia, Experiences, and other Custom Products, MILLIONS generally applies a Platform Fee or margin of twenty percent (20%);
• for Merch sold through MILLIONS’ designated fulfillment partners, MILLIONS generally incorporates product costs, fulfillment costs, shipping components, and its Platform Fee or margin into the customer-facing sale price as further described in Section 10;
• for PPV events, paid live streams, or similar paid-access event content offered by organization, event, promotion, league, or similar collective profiles, MILLIONS generally applies a Platform Fee or margin of thirty percent (30%) of gross PPV sales unless otherwise stated on the Platform or agreed in writing; and
• by proceeding with a transaction, listing, Campaign, Offer, stream, paid-content sale, or payout workflow, you agree to the fees then displayed or otherwise communicated through the Platform.

Platform Fees may be deducted from gross transaction proceeds, added to the customer-facing price, reflected in net payout calculations, or otherwise structured by the applicable workflow. MILLIONS may modify Platform Fees prospectively from time to time.

8.3 Pricing and Currency

Unless otherwise stated, transactions are conducted in U.S. dollars (USD). Prices for Merch, Memorabilia, Experiences, Custom Products, Campaigns, Offers, subscriptions, and services may include or be subject to shipping, taxes, ad spend, processing charges, or other amounts as applicable.

8.4 Taxes

Users are solely responsible for determining and paying any taxes arising from their use of the Platform or amounts received through it, including income taxes, VAT, GST/HST, sales taxes, customs duties, and similar charges, except to the extent MILLIONS is required by law to collect, withhold, or remit taxes.

8.5 Chargebacks and Set-Off

If a payment is reversed, refunded, disputed, or charged back, MILLIONS may:

• deduct the applicable amount and any associated fees or penalties from amounts owed to you now or in the future;
• invoice you for such amounts;
• offset amounts you owe MILLIONS against amounts MILLIONS otherwise owes to you; and
• delay payouts or take account-level action pending investigation.

8.6 Refunds and Returns (General)

• Talent-Sold Items. Except where expressly stated otherwise or required by law, Talent is the seller of Memorabilia, Experiences, and Custom Products and is responsible for their quality, authenticity, and fulfillment.
• Merch. Merch sold through designated fulfillment partners is subject to the refund or return policies disclosed at the point of sale or in order communications.
• Campaigns and Offers. Refunds or returns of funds relating to Campaigns and Offers are governed by Sections 13 and 14.
• Fees and Credits. Unless expressly stated otherwise, subscription fees, launch fees, processing fees, Research Credits, and similar administrative fees are non-refundable.

8.7 Crypto Payments and Tips

Crypto transactions are volatile and may fluctuate significantly in value. MILLIONS does not provide investment, legal, or tax advice with respect to Crypto and does not guarantee the value or availability of any Crypto transaction.

9. FANS

9.1 Fan Use of the Platform

Fans may use the Platform to:

• view free or paid content;
• follow Talent profiles;
• tip Talent;
• purchase products, Memorabilia, Experiences, and Custom Products; and
• engage with certain interactive features.

9.2 Nature of Transactions

Except where expressly indicated otherwise:

• Talent is the seller of Memorabilia, Experiences, and Custom Products;
• MILLIONS is not the seller of such items and is not responsible for Talent’s fulfillment failures; and
• certain Merchandise may be sold through MILLIONS’ third-party fulfillment partners.

9.3 Access to Paid Content and Streams

When you purchase access to paid content, including PPV streams, you receive a limited, non-exclusive, non-transferable, revocable license for personal, non-commercial viewing. You may not record, rebroadcast, redistribute, or publicly display such content except as expressly permitted.

9.4 Tipping

Tips are voluntary, gratuitous payments to Talent. They are not payment for specific goods or services and do not create any entitlement to future content, access, or personal interaction. Except where required by law, tips are non-refundable once sent.

10. TALENT: E-COMMERCE (MERCH, MEMORABILIA, EXPERIENCES, CUSTOM PRODUCTS)

10.1 Listings and Storefronts

Talent may create storefronts and listings for Merch, Memorabilia, Experiences, and Custom Products. Talent is responsible for all listing information, including title, description, imagery, quantity, pricing, restrictions, timing, and fulfillment details.

10.2 Merch Fulfillment and Pricing

For Merch fulfilled by MILLIONS’ designated third-party partners:

• Talent selects the desired profit or earnings amount for the applicable item;
• MILLIONS may add base product costs, production costs, print or decoration costs, fulfillment costs, shipping components, and applicable Platform Fees or margins to determine the final customer-facing sale price;
• unless otherwise stated on the Platform, MILLIONS’ Merch pricing model generally includes a twenty percent (20%) Platform Fee or margin within the customer-facing price structure; and
• product costs, fulfillment costs, and pricing inputs may change from time to time and may vary by product type, region, destination, vendor, or other operational factors.

10.3 Memorabilia, Experiences, and Custom Products

For Memorabilia, Experiences, and other Custom Products:

• Talent sets the base price or requested sale amount;
• unless otherwise stated on the Platform or agreed in writing, MILLIONS generally applies a twenty percent (20%) Platform Fee or margin in connection with the transaction, which may be reflected in the customer-facing price, Talent payout, or both depending on the applicable workflow;
• Talent is solely responsible for quality, authenticity, inventory, scheduling, performance, delivery, and fulfillment unless MILLIONS expressly agrees to provide fulfillment or logistics support; and
• MILLIONS may, in its discretion, offer storage, shipping, warehousing, logistics, or fulfillment support on separate terms and fees.

10.4 Auctions

Where Talent uses auction functionality:

• Talent sets the minimum or opening price, auction window, and item details;
• Talent must fulfill the item to the winning bidder at the close of the auction; and
• Talent must not manipulate, distort, or artificially inflate bidding activity.

10.5 Risk of Loss

• For Merch shipped by designated fulfillment partners, risk of loss passes subject to posted policies, carrier terms, and applicable law.
• For Memorabilia, Experiences, and Custom Products, Talent bears the risk of loss, non-performance, or non-delivery until the item is delivered or the experience or service is fully performed, unless otherwise expressly agreed in writing.

10.6 Customer Support and Refunds

MILLIONS may assist with customer support or transaction administration but is not the seller of Memorabilia, Experiences, or Custom Products unless expressly stated. Talent agrees to cooperate in good faith with MILLIONS and customers to resolve reasonable customer-service issues, fulfillment disputes, and refund or complaint matters.

11. DESIGN LAB AND MERCH DESIGNER

11.1 User-Supplied Designs

When Talent uploads designs, logos, or artwork, Talent retains ownership of those materials, subject to a non-exclusive, worldwide, royalty-free, sublicensable license to MILLIONS to use them as necessary to provide the Platform, produce products, market listings, and promote Talent and their products.

11.2 Designs Created for Talent

Where MILLIONS or its contractors create designs for Talent through the Platform, the resulting designs are owned by Talent unless otherwise agreed, subject to a license back to MILLIONS to use them to operate, fulfill, market, and promote the Platform and Talent’s products.

11.3 Approval Workflow

MILLIONS may request that Talent approve designs prior to sale. If Talent does not respond within the time specified on the Platform, MILLIONS may treat the design as approved for operational purposes. Talent may request removal from future sale, but prior purchases are unaffected.

11.4 Responsibility for Infringement

Talent is solely responsible for ensuring that any design uploaded, approved, or used by Talent does not infringe third-party rights and complies with applicable NIL, league, team, school, or organizational rules. Talent agrees to indemnify MILLIONS against claims arising from Talent-supplied or Talent-approved designs, except to the extent caused by MILLIONS’ material deviation from the approved design.

12. TALENT CONTENT, STREAMS, PODCASTS, AND INTERVIEWS

12.1 General Content Uploads; Paid Content

Talent may upload videos, photos, podcasts, recordings, and other Content and may choose to make such Content free or paid where the Platform permits. Talent represents and warrants that it has all rights necessary to upload, exploit, and monetize such Content.

Unless otherwise stated on the Platform or agreed in writing, MILLIONS generally applies a twenty percent (20%) Platform Fee or margin to paid content transactions conducted through Talent-side monetization tools, including paid posts, personal videos, paid recordings, paid-access content, and similar non-Brand content monetization transactions.

12.2 Streams and PPV

Talent may host free or paid live streams, including PPV events, watch parties, gaming sessions, Q&A sessions, interviews, and similar formats. Talent is responsible for scheduling, describing, and pricing such streams and for complying with applicable laws and third-party streaming requirements.

Unless otherwise stated on the Platform or agreed in writing:

• paid streams and PPV content offered through individual Talent profiles are generally subject to a twenty percent (20%) Platform Fee or margin; and
• PPV events, paid streams, or similar paid-access live event content offered by organization, event, promotion, league, or similar collective profiles are generally subject to a thirty percent (30%) Platform Fee or margin on gross PPV sales.

MILLIONS may calculate, deduct, or otherwise apply such fees through the checkout, settlement, or payout workflow used for the applicable transaction.

12.3 Copyright and Music

Talent is solely responsible for obtaining any necessary permissions or licenses for music, clips, images, performances, or other copyrighted materials included in Content or streams.

12.4 Content Created or Edited by MILLIONS

MILLIONS may create or edit clips, highlights, derivative edits, or AI-assisted content using Talent materials. Talent may be given an opportunity to review such content where applicable. If Talent does not respond within the period stated on the Platform, MILLIONS may treat the content as approved for posting, promotion, or administrative use, subject to these Terms.

12.5 Interviews

Users may register as interview hosts or guests. Hosts and guests agree to appear on time, behave professionally, and maintain reasonable production quality. Interviews may be recorded, clipped, distributed, and repurposed subject to these Terms and any agreed Usage Rights.

13. TALENT PARTICIPATION IN CAMPAIGNS AND BRAND DEALS

13.1 Role of MILLIONS

MILLIONS provides tools that enable Brands and Talent to discover, negotiate, and manage Campaigns and Offers. Except to the extent MILLIONS administers Platform workflows, fees, and held funds, MILLIONS is not a party to the underlying contract between Brand and Talent.

13.2 Campaigns (Application-Based)

• Brands create Campaigns by setting filters and completing a Campaign brief, which may include objectives, Deliverables, timelines, compensation, Usage Rights, DOs and DON’Ts, Brand information, product or service information, screening questions, and additional terms.
• By applying to a Campaign, including with any counter terms, Talent confirms that it has reviewed and agrees to the applicable Campaign brief and any attached or incorporated terms.
• If Talent’s application or counter is approved, a binding contract arises directly between Talent and the Brand incorporating:
  • these Terms;
  • any contract-form version or execution-flow version of these Terms presented in the Platform workflow;
  • the Campaign brief;
  • any accepted counter terms; and
  • any attached contracts or supplemental terms made available through the Platform.
• Talent may withdraw an application only until the Brand approves it. Once a Brand approves Talent or accepts Talent’s counter, Talent is contractually bound to perform the applicable Deliverables.
• Talent and Brand each consent to the use of electronic records and electronic signatures for Campaign applications, counters, approvals, and related agreements. Clicking, tapping, or submitting through the Platform in a manner indicating assent constitutes an electronic signature and intent to be bound.

13.3 Offers (Direct Bookings)

• Brands may send Offers directly to specific Talent, specifying Deliverables, timelines, compensation, Usage Rights, and additional terms.
• Talent may accept, reject, or counter such Offers through the Platform.
• When Talent accepts an Offer, or when a Brand accepts Talent’s counter, a binding contract arises between Talent and the Brand incorporating:
  • these Terms;
  • any contract-form or workflow-form version of these Terms presented in the Offer flow;
  • the Offer details;
  • any accepted counter terms; and
  • any attached contracts or supplemental terms presented through the Platform.
• Talent and Brand each consent to the use of electronic records and electronic signatures for Offers, counters, acceptances, approvals, and related agreements. Platform-based acceptance or approval constitutes an electronic signature and intent to be bound.

13.4 Agents Acting for Talent

• Agencies applying, countering, or accepting on Talent’s behalf represent that they have authority to legally bind Talent.
• Such actions are binding on Talent as if taken directly by Talent.
• Miscommunications or misrepresentations by an Agency do not relieve Talent of obligations to Brands and may result in separate liability for the Agency.
• To express non-binding interest without creating a formal application, Agencies must follow instructions provided by MILLIONS. Any formal application, counter, acceptance, or approval submitted through the Platform is binding.

13.5 Deliverables, Revisions, Timelines, and Administrative Review

• Talent must perform all Deliverables in accordance with the approved Campaign or Offer, including uploading Content, attending appearances, making required posts, and submitting any required proof of performance.
• Brands may request up to three (3) rounds of revisions with clear, justified, and specific feedback describing what changes are required.
• After three (3) rounds of revisions, the next submission will ordinarily be treated as final and may be deemed approved unless MILLIONS determines that Talent materially failed to follow clear instructions or otherwise acted in bad faith.
• Talent may request extensions. Brands may grant or deny such requests in their discretion.
• Talent is responsible for uploading links, screenshots, analytics, and other proof of performance as required by the applicable brief or Offer.
• If a Brand does not review, respond to, reject, request revisions for, or otherwise act on submitted Content, posting deliverables, or proof of performance within fourteen (14) days after submission, MILLIONS may, in its sole discretion and acting in good faith for Platform administration:
  • approve the submission;
  • reject the submission and provide feedback consistent with the brief and available record;
  • mark the relevant Deliverables as complete or incomplete for purposes of campaign administration; and/or
  • complete the administrative workflow necessary to release, withhold, or reallocate held funds.
• Any action taken by MILLIONS under Section 13.5(6) will be treated as a valid Platform action for administrative purposes, may count toward applicable revision limits, and will be binding on the parties for purposes of payout administration, unless otherwise required by law or later modified by MILLIONS in writing.

13.6 Usage Rights and Unapproved Content

• Unless otherwise agreed, Talent owns Content created under Campaigns and Offers and licenses it to Brands only as specified in the applicable brief, Offer, or accepted supplemental terms.
• The maximum Usage Rights period that a Brand may impose through standard Platform fields is generally two (2) years unless otherwise permitted by MILLIONS and agreed by the parties.
• Brands may not use unapproved Content, including drafts or rejected versions, in marketing, paid media, whitelisting, or other public placements.
• If a Brand uses unapproved Content, MILLIONS and/or Talent may treat such Content as approved for fee and enforcement purposes and may impose additional licensing fees or other remedies.
• If a Brand uses Content beyond the agreed Usage Rights period, the Brand may be required to pay additional license or extension fees.

13.7 Free Product and In-Kind Compensation

Where Talent receives products or services from a Brand as part of the consideration for a Campaign or Offer and Talent fails to complete Deliverables, Talent may be required to return such items at Talent’s cost or reimburse the stated product value if the product is not returnable or is not returned.

13.8 Talent Non-Performance

If Talent fails to perform Deliverables, withdraws after approval, or otherwise breaches an accepted Campaign or Offer, MILLIONS may, in its discretion and consistent with the applicable record, refund held funds in whole or in part to the Brand, reduce or deny payout, restrict Talent’s access to certain Platform features, or take other enforcement action.

13.9 NIL and Sports Regulatory Compliance

Talent is solely responsible for understanding and complying with all applicable NIL rules, league rules, team rules, school rules, organizational policies, contractual restrictions, and reporting obligations. MILLIONS is not liable for Talent’s failure to comply with such rules.

14. BRAND / ADVERTISER AND CAMPAIGN MANAGER TERMS

14.1 Brand Accounts and Team Access

Brands represent that the information provided in their accounts and Campaigns is accurate and that individuals using the Brand account are authorized to act on the Brand’s behalf. Brands are responsible for all activity under their accounts, including activity by team members, collaborators, agencies, and contractors.

14.2 Subscription Plans

MILLIONS may offer subscription tiers, including Free, Pro, and Full-Service plans, with specific features and pricing as displayed on the Platform, in an order form, or in other applicable Supplemental Terms. Features may include, without limitation:

• access to Campaign Builder and end-to-end campaign tools;
• basic or premium filters and analytics;
• access to Talent pools of different sizes;
• launch fees and processing fees, or waivers of such fees;
• access to Sponsored Feed, Mentions Lab, Research Credits, and other premium tools; and
• dedicated account management, recruitment support, or full-service program management.

If a Brand subscribes to a Full-Service plan, and unless otherwise stated in the Platform, order form, or other written agreement, Full-Service benefits may include some or all of the following:

• exemption from standard per-Campaign launch fees otherwise applicable under lower-tier plans, including, where applicable, a standard Campaign launch fee currently shown as USD $250;
• a dedicated account marketing manager serving as a primary point of contact and strategic advisor;
• email updates as needed, weekly calls or syncs upon request, monthly planning or update meetings, and quarterly or annual strategy sessions;
• access to premium Campaign Builder features, premium data, and premium analytics then available during the active subscription term;
• Talent, channel, podcast, event, team, league, or sponsorship sourcing, including public-platform sourcing and private-roster recommendations;
• outreach to off-platform Talent or opportunities that MILLIONS believes may align with the Brand’s campaign criteria;
• Talent coordination and Campaign execution support, including scheduling, communication, logistics, and follow-up;
• baseline coordination of editing or post-production workflows for standard campaign deliverables;
• performance reporting and analytics, including proprietary scoring, benchmarking, or strategic recommendations where available;
• forward marketing, content, and media-planning support;
• long-term partnership, sponsorship, or sports-property sourcing and structuring support; and
• support in negotiations involving sports-related sponsorships, partnerships, or licensing matters.

Full-Service plans may also provide access to at-cost production and creative services, which are not flat-fee services and are quoted on a project-by-project basis. Such services may include video production, lighting, audio, photography, location sourcing, additional editing, or similar services. All such services are subject to vendor availability, scope approval, scheduling, and separate written approval if required.

Optional whitelisting ad execution or ad-management services may be available to eligible Full-Service clients. If elected by the Brand and enabled by MILLIONS, such services may include setup, trafficking, targeting, optimization, monitoring, reporting, and related ad-management support for influencer or Talent-owned channel advertising. Unless otherwise agreed in writing, the management fee for such optional whitelisting ad-management services is ten percent (10%) of the managed ad spend, billed in addition to the underlying ad spend. No whitelisting ad-management fee applies unless the service is actually used.

14.3 Billing and Renewal

Subscription fees are typically billed monthly or annually in advance and automatically renew until canceled. Brands may cancel before the next billing cycle, with cancellation generally taking effect at the end of the current term. Except where required by law or expressly stated otherwise, fees are non-refundable.

14.4 Launch Fees, Processing Fees, and Product-In-Kind Approval Fees

• For plans that include per-Campaign launch fees, such fees are non-refundable even if no Talent applies or is approved.
• For plans that include processing fees per approved application, approved Talent, or accepted Offer, such fees are incurred when the relevant approval or acceptance occurs and are generally non-refundable except where MILLIONS determines otherwise or applicable law requires otherwise.
• Eligible Premium-plan Brands may be permitted to run product-in-kind or service-in-kind Campaigns in which some or all Talent compensation consists of products, services, access, or other non-cash consideration instead of cash compensation.
• Unless otherwise stated on the Platform, product-in-kind Campaign availability may be limited to eligible Premium plans and may be subject to a monthly cap on the number of such Campaigns a Brand may launch. Where the Platform so indicates, a Brand may launch up to two (2) product-in-kind Campaigns per calendar month.
• Unless otherwise stated on the Platform, MILLIONS charges an approval fee for each Talent applicant approved in a product-in-kind Campaign equal to ten percent (10%) of the declared product or service value allocated to that approved applicant, subject to a minimum approval fee of twenty-five U.S. dollars (USD $25) and a maximum approval fee of five hundred U.S. dollars (USD $500) per approved applicant.
• Brand is solely responsible for accurately and honestly stating the fair market value of the product, service, access, or other in-kind consideration offered. MILLIONS may request supporting information, reject a stated value, or adjust fee calculations where MILLIONS reasonably believes the declared value is inaccurate, misleading, incomplete, or structured to avoid fees.
• Approval fees for product-in-kind Campaigns become due upon approval of the applicable applicant and are non-refundable except where required by law or expressly determined otherwise by MILLIONS.
• Any plan-level statements regarding “unlimited approvals” for product-in-kind Campaigns remain subject to fraud-prevention measures, operational limits, account standing, compliance review, and any other restrictions displayed on the Platform or imposed by MILLIONS in good faith to protect the Platform.

14.5 Campaigns (Application-Style) and Supplemental Documents

• Brands create Campaigns by configuring filters and completing a Campaign brief.
• Brands are fully responsible for the clarity, accuracy, completeness, and legality of the brief and any supplemental instructions, attachments, contracts, or terms they upload.
• Application windows are generally between two (2) and four (4) weeks, followed by a review or approval period as displayed on the Platform.
• Once a Brand approves Talent or accepts a counter, that approval is final except as expressly permitted by the Platform or applicable law.
• If a Brand uploads additional contracts, schedules, or terms to a Campaign or Offer, the Platform may redact, remove, or omit payment or payout provisions, or override their display, for operational or legal reasons. Payouts to Talent are administered through the Platform in accordance with these Terms and applicable Platform workflows. To the extent of any conflict relating to payment processing, payout timing, reserves, or administrative release of funds, these Terms and the Platform’s payment mechanics control unless MILLIONS expressly agrees otherwise in writing.
• By uploading supplemental terms or contracts, the Brand authorizes the Platform to present, incorporate, or execution-enable those documents through the Platform workflow and agrees that digital acceptance through the Platform may constitute signature and assent.

14.6 Securing and Releasing Funds

• When a Brand approves Talent or accepts a counter, the agreed compensation and applicable fees may be secured and held by or on behalf of MILLIONS.
• Funds may be released to Talent upon completion of Deliverables, either in full or on a pro-rata basis for multi-deliverable or long-term Campaigns, in MILLIONS’ discretion.
• If Deliverables are not completed, MILLIONS may refund all or part of the funds to the Brand based on the record, degree of completion, applicable terms, and applicable law.
• Administrative release of funds through the Platform does not waive any other rights or remedies of the parties, except to the extent expressly stated.

14.7 Disputes with Talent; Brand Inactivity

• If a Brand believes Talent has failed to perform, the Brand must raise the issue through the Platform and provide relevant detail.
• MILLIONS may review the brief, terms, submissions, communications, analytics, screenshots, links, and other available evidence and determine whether Talent has substantially performed for purposes of Platform administration and held funds.
• MILLIONS’ decision regarding Platform-held funds is final as between Brand and Talent for Platform-administration purposes, except where contrary to applicable law or a final court or arbitration ruling.
• Brand acknowledges and agrees that if it fails to act within the fourteen (14)-day period described in Section 13.5, MILLIONS may take the administrative actions described there on Brand’s behalf for the limited purpose of operating the Platform and administering funds.

14.8 Product Shipments in Campaigns

Brands are responsible for product or service shipments to Talent, including product cost, shipping cost, logistics, and replacement of lost or damaged shipments, unless otherwise expressly agreed. Unless clearly stated otherwise in the brief, Talent is not obligated to return product. MILLIONS and Talent are not responsible for lost or stolen Brand shipments, except where otherwise expressly agreed.

15. SPONSORED FEED, MENTIONS LAB, ANALYTICS, AND AUDIENCE REPORTS

15.1 Sponsored Feed

Sponsored Feed tools enable Brands to view collaboration posts and related performance data, and, where applicable, to use Research Credits for deeper insights, comparisons, or lookalike analyses. Data in Sponsored Feed is based on proprietary tools and third-party sources and is not guaranteed to be perfectly accurate or complete.

15.2 Mentions Lab

• Mentions Lab allows Brands to view Content in which they are mentioned across the Platform and certain social-media sources.
• Brands may download and share such Content for organic social or internal use only and must tag or credit the creator where reasonably appropriate.
• Downloading Content through Mentions Lab does not grant paid Usage Rights, advertising rights, whitelisting rights, or commercial exploitation rights unless explicitly granted in a Campaign, Offer, or separate written license.

15.3 Analytics, Audience, Following, and Views

Analytics, audience reports, profile metrics, and content metrics displayed on the Platform are based on proprietary models, internal platform data, public data, third-party data, and other inputs. Such metrics are estimates only, may change over time, and are not guaranteed to be exact, complete, current, unique-human counts, full-duration views, or billable media measurements.

Without limiting the foregoing:

• Following. “Following” displayed on a Talent profile generally reflects the direct follower count of that Talent on the MILLIONS Platform.
• Audience. “Audience” displayed on a Talent profile may reflect a weighted or modeled estimate based on one or more inputs, including the Talent’s following on MILLIONS, connected or publicly available social-media following, engagement, audience similarity, fan affinity, topical relevance, location, and other proprietary or third-party indicators.
• Views. Views displayed on the Platform may be generated, aggregated, estimated, modeled, or extrapolated from one or more sources, including:
  • organic user activity, including live viewers, replay viewers, and clip viewers;
  • authenticated and unauthenticated users accessing content on the Platform;
  • embedded players, shared links, widgets, or syndicated content distributed off-platform;
  • social-media distribution, including reposts, shares, embeds, and algorithmic distribution across third-party platforms;
  • estimated or extrapolated reach derived from follower counts, subscriber counts, historical engagement, view-through data, interaction rates, audience analytics, benchmarks, or modeled performance data;
  • automated or system-generated activity, including indexing, discovery, verification, attribution, quality assurance, monitoring, testing, previews, replays, loops, autoplay behavior, performance validation, or similar platform operations;
  • third-party data providers, analytics tools, or measurement integrations;
  • promotional amplification, including paid, earned, partner-driven, or algorithmic exposure; and
  • repeat, partial, passive, or background impressions where content is displayed or initiated without full-duration viewing.
• Users agree that such metrics are provided for general informational and operational purposes and should not be treated as guaranteed reach, guaranteed performance, unique-person counts, completed-view counts, or advertising-grade billing metrics unless MILLIONS expressly states otherwise in writing.
• Brands and Talent agree not to rely solely on Platform metrics for critical commercial, legal, or regulatory decisions without independent verification where appropriate.

15.4 Research Credits

Where applicable, Research Credits are non-refundable and, once used, cannot be re-used, transferred, exchanged for cash, or restored except where MILLIONS expressly agrees otherwise.

16. THIRD-PARTY SERVICES, SOCIAL NETWORKS, AND LINKS

16.1 Use of Third-Party Services

The Platform may integrate with or rely on Third-Party Services, including payment processors, crypto providers, social networks, analytics providers, and streaming platforms. Your use of any Third-Party Service is governed by that service’s own terms and policies. MILLIONS does not control and is not responsible for Third-Party Services.

16.2 Third-Party Links

The Platform may contain links to third-party websites or resources. MILLIONS provides such links as a convenience only and does not endorse or assume responsibility for third-party content, products, or services.

16.3 APIs and Social Media Platforms

If you authorize MILLIONS to interact with a social network or other service on your behalf, you grant MILLIONS permission to access, store, and use information from that service as described in these Terms and the Privacy Policy. MILLIONS is not responsible if such services change, restrict, revoke, or limit integrations or data availability.

17. INTELLECTUAL PROPERTY

17.1 MILLIONS’ Intellectual Property

The Platform, including its software, interfaces, design, trademarks, logos, and underlying technology, is owned or licensed by MILLIONS. Except as expressly permitted in these Terms, you may not copy, reproduce, modify, distribute, display, or create derivative works from any part of the Platform.

17.2 User Content and License to MILLIONS

You retain ownership of your Content, subject to any separate agreements you may have with Brands, Agencies, or third parties. By submitting Content to or through the Platform, you grant MILLIONS a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, display, stream, distribute, edit, promote, and otherwise use the Content to operate, maintain, improve, and market the Platform and your profile, subject to applicable law and any agreed Usage Rights.

17.3 No Infringing Use

You may not upload or use Content that infringes any third-party rights. MILLIONS may remove or disable allegedly infringing Content and may terminate repeat infringers.

18. DMCA AND COPYRIGHT COMPLAINTS

18.1 Policy

MILLIONS respects intellectual-property rights and expects Users to do the same. MILLIONS may disable or terminate accounts of Users who repeatedly infringe or are repeatedly accused of infringing copyrights or other rights.

18.2 Notices

If you believe Content on the Platform infringes your rights, you may submit a written notice containing reasonably sufficient information for MILLIONS to evaluate the claim, including your contact information, identification of the allegedly infringed work, identification of the challenged material, and a statement made in good faith that the use is unauthorized.

18.3 Counter-Notices

If you believe Content you posted was removed by mistake or misidentification, you may submit a counter-notice with reasonably sufficient identifying information and any legally required statements.

18.4 Repeat Infringers

MILLIONS may suspend or terminate accounts of repeat infringers or repeat claim subjects, as appropriate and in its discretion.

19. OFF-PLATFORM COMMUNICATIONS AND NON-CIRCUMVENTION

19.1 On-Platform Communication Requirement

During any active Campaign or Offer facilitated by the Platform, Brands and Talent agree to keep Campaign-related negotiations, approvals, revisions, deliverable submissions, and related communications within the Platform and not to move such communications off-platform for the purpose of avoiding Platform oversight, records, or fees.

19.2 Non-Circumvention

• Neither Brand nor Talent, nor any Agency or Representative acting for them, may directly or indirectly circumvent the Platform with respect to any Brand–Talent relationship, opportunity, introduction, Campaign, Offer, negotiation, or prospective transaction that was initiated, sourced, introduced, surfaced, invited, applied to, messaged, or otherwise facilitated through MILLIONS (an “Introduced Opportunity”).
• This restriction applies during the active Campaign or Offer and for twenty-four (24) months after the earliest of:
  • the first introduction or exposure through MILLIONS;
  • the first application, invitation, or communication regarding the applicable opportunity through MILLIONS; or
  • the completion, expiration, or termination of the relevant Campaign or Offer, or, if applicable law requires a shorter enforceable period, the maximum period permitted by such law.
• During that period, neither party may, directly or indirectly:
  • complete the same or a substantially similar transaction outside the Platform for the purpose of avoiding Platform Fees;
  • divert the relationship to another platform, intermediary, or direct arrangement to avoid fees or oversight;
  • solicit or accept side arrangements, renewals, extensions, add-ons, or replacement deals arising from the Introduced Opportunity without accounting to MILLIONS for applicable fees; or
  • assist another person or entity in doing any of the foregoing.
• If a covered transaction is completed outside the Platform during the restricted period, all Platform Fees, commissions, processing fees, and other amounts that would have been owed to MILLIONS had the transaction been completed on-platform will remain immediately due and payable to MILLIONS, without limiting any additional remedies.
• This Section applies equally to Brands, Talent, Agencies, and Representatives.

19.3 Post-Campaign Relationships

After completion of a Campaign and expiry of applicable Usage Rights, Brands and Talent may continue communicating or contracting directly only to the extent such conduct does not violate Section 19.2 or any other agreement with MILLIONS. MILLIONS may also offer on-platform renewal or extension tools.

20. COMMUNICATIONS; SMS AND ELECTRONIC NOTICES

By using the Platform, you consent to receive communications from MILLIONS, including emails, in-app messages, push notifications, and, where you expressly opt in, SMS or MMS messages. You may opt out of marketing SMS by following the provided instructions, though you may still receive transactional or service-related messages as permitted by law.

You agree that all electronic communications, records, agreements, disclosures, approvals, acceptances, applications, counters, signatures, and notices provided through the Platform satisfy any legal requirement that such items be in writing.

Without limiting the foregoing, when the Platform presents a workflow, button, checkbox, click-through, submission, approval, or similar action indicating assent, that action constitutes your electronic signature and your intent to adopt and be bound by the applicable Terms, Campaign brief, Offer, supplemental contract, or attached document.

21. DISCLAIMERS

To the fullest extent permitted by law:

21.1 “AS IS” and “AS AVAILABLE”

The Platform and all Content, products, and services provided through it are provided on an “AS IS” and “AS AVAILABLE” basis.

21.2 No Warranties

MILLIONS disclaims all warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade.

21.3 No Guarantee of Accuracy or Results

MILLIONS does not warrant that:

• the Platform will be uninterrupted, timely, secure, or error-free;
• any particular results, including sales, earnings, applications, engagement, audience size, or campaign performance, will be achieved;
• analytics, metrics, audience reports, view counts, Following, Audience, Sponsored Feed data, or Mentions Lab data will be complete, accurate, current, unique, or fit for any particular purpose;
• Content will meet your expectations; or
• any Campaign or Offer will attract applicants, be approved, or be successfully completed.

21.4 No Legal, Financial, or Tax Advice

Information provided through the Platform is for general informational purposes only and does not constitute legal, financial, tax, or compliance advice. You should obtain your own professional advice before relying on any arrangement.

22. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

22.1 Exclusion of Certain Damages

MILLIONS will not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, lost revenue, lost data, goodwill, or business interruption, arising out of or relating to the Platform or these Terms, even if advised of the possibility of such damages.

22.2 Aggregate Cap

MILLIONS’ total aggregate liability to you for all claims arising out of or relating to the Platform or these Terms will not exceed the greater of:

• the total amount of fees you paid directly to MILLIONS during the twelve (12) months preceding the event giving rise to the claim; or
• USD $100.

22.3 Jurisdictional Limits

Some jurisdictions do not allow exclusion or limitation of certain damages or warranties. In such jurisdictions, the above limitations apply to the fullest extent permitted by law.

23. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless MILLIONS and its affiliates, officers, directors, employees, contractors, agents, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising out of or related to:

• your use of the Platform;
• your Content;
• your breach of these Terms or any Campaign, Offer, or supplemental agreement;
• your violation of law, regulation, league rule, school rule, NIL rule, or other organizational policy; or
• your infringement or violation of third-party rights.

24. DATA PROTECTION AND PRIVACY

24.1 Privacy Policy

MILLIONS’ collection, use, disclosure, and protection of personal information is governed by its Privacy Policy.

24.2 Data Retention and Deletion

MILLIONS may retain personal information for as long as reasonably necessary to provide the Platform, comply with legal obligations, resolve disputes, enforce agreements, prevent fraud, and protect the Platform. Certain information may remain stored, archived, or anonymized after account closure.

24.3 International Transfers

Your information may be processed in Canada, the United States, and other jurisdictions where MILLIONS or its providers operate, subject to applicable data-protection requirements.

25. TERMINATION AND SUSPENSION

25.1 By You

You may close your account at any time by following the instructions on the Platform or contacting MILLIONS. Closure does not relieve you of obligations incurred before closure, including accepted Campaigns, payment obligations, or accrued fees.

25.2 By MILLIONS

MILLIONS may suspend or terminate your access to the Platform, remove Content, delay or withhold payouts where permitted, or restrict features at any time if MILLIONS believes you have violated these Terms, applicable law, or engaged in conduct that harms MILLIONS, its Users, or the Platform.

25.3 Effect of Termination

Upon termination:

• your right to access and use the Platform ceases;
• MILLIONS may remove or disable your Content;
• provisions relating to fees, payment obligations, intellectual-property licenses, disclaimers, limitations of liability, indemnities, dispute resolution, and non-circumvention survive; and
• MILLIONS may continue to hold, release, offset, refund, or otherwise administer funds in accordance with these Terms.

26. GOVERNING LAW AND DISPUTE RESOLUTION

26.1 Governing Law

These Terms are governed by the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

26.2 Informal Resolution

Before filing a formal claim, you agree to first contact MILLIONS and attempt to resolve the dispute informally. If the dispute is not resolved within a reasonable period, either party may initiate arbitration as set out below.

26.3 Arbitration

Except where prohibited by law or where a party has a non-waivable right to proceed in a court of limited jurisdiction, any dispute arising out of or relating to these Terms or the Platform will be finally resolved by binding arbitration before a single arbitrator in Ontario, Canada, administered by a recognized arbitration organization under its applicable rules then in effect.

26.4 Waiver of Jury Trial and Class Actions

To the extent permitted by law, you and MILLIONS waive any right to a jury trial and agree that any proceeding shall be conducted only on an individual basis and not as a class, consolidated, collective, or representative action.

26.5 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent unauthorized use or misuse of intellectual property, confidential information, or the Platform, or to enforce restrictions such as non-circumvention.

27. MISCELLANEOUS

27.1 Entire Agreement

These Terms, together with any Supplemental Terms referenced herein and any policies posted on the Platform, constitute the entire agreement between you and MILLIONS regarding your use of the Platform and supersede prior or contemporaneous communications on that subject.

27.2 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be deemed modified to the minimum extent necessary to make it enforceable.

27.3 No Waiver

No waiver of any provision of these Terms is effective unless in writing and signed by MILLIONS. Failure to enforce any provision is not a waiver.

27.4 Assignment

You may not assign or transfer these Terms without MILLIONS’ prior written consent. MILLIONS may assign these Terms without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets.

27.5 Force Majeure

MILLIONS is not liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, internet or telecom failures, vendor failures, or Third-Party Service interruptions.

27.6 Headings

Section headings are for convenience only and do not affect interpretation.

28. CONTACT

If you have questions about these Terms or the Platform, please contact:

Email: info@millions.co

Additional or updated contact information may be posted on the Platform from time to time.