MILLIONS.CO – TERMS AND CONDITIONS

Last Updated: November 25, 2025

IMPORTANT – PLEASE READ CAREFULLY.

These Terms and Conditions ("Terms") constitute a legally binding agreement between you and Millions.co Inc. ("MILLIONS", "we", "us", or"our") governing your access to and use of:

• the website located at www.millions.co and any related domains or subdomains;
• the MILLIONS mobile applications; and
• the MILLIONS Campaign Manager platform located at campaign.millions.co (and any related URLs),

(collectively, the "Platform").

By accessing or using the Platform in any manner, including but not limited to visiting or browsing the Platform, creating an account, creating or interacting with Talent profiles, purchasing products, viewing content, sending tips, or creating or managing campaigns, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Platform.

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 who 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" who 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, and other feature-specific policies ("Supplemental Terms"). Any such Supplemental Terms are incorporated by reference and form part of these Terms. In the event of a conflict between these Terms and any Supplemental Terms, the Supplemental Terms will govern solely with respect to the applicable feature, and these Terms will govern the relationship between you and MILLIONS.

1.3 Privacy Policy

Your use of the Platform is also subject to our Privacy Policy, available at https://millions.co/privacy-policy, which describes how we collect, use, disclose, and protect your personal information. By using the Platform, you acknowledge that you have read and understood our Privacy Policy.

1.4 Other Policies

We may publish additional policies on the Platform (for example, content guidelines, community standards, and help center articles). Those policies are for your reference and may be updated from time to time. In the event of any conflict, these Terms control as between you and MILLIONS.

2. DEFINITIONS

For purposes of these Terms:

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

2.2 "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" means, collectively and individually:

1. athletes (including amateur, local, community, college/NIL, Olympic, professional, and retired athletes);
2. creators and influencers (including YouTubers, fitness influencers, sports analysts, commentators, broadcasters, streamers, podcasters, channels, and similar);
3. events and organizations (including promotions, gyms, leagues, teams, sports community organizations, and similar); and
4. 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" 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, or managing product listings.

2.5 "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" 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, and access analytics and other marketing tools.

2.7 "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, tips, 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" means apparel and other physical products produced and fulfilled via MILLIONS' third-party merchandise fulfillment partners and sold through the Platform.

2.9 "Memorabilia" means collectible, unique, or signed physical items sold through the Platform by or on behalf of Talent (including via auction or flat-rate sales).

2.10 "Experiences" means non-physical offerings such as training sessions, meet-and-greets, appearances, trips, guest spots on content, interviews, and similar experiences.

2.11 "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 (for example, memorabilia, Experiences, personal videos, and other custom or in-kind offerings).

2.12 "Campaign" means an application-based collaboration or sponsorship opportunity created by a Brand via the Campaign Manager, including but not limited to social campaigns, user-generated content (UGC) campaigns, share campaigns, podcast/channel campaigns, in-person appearance campaigns, event activations, or sponsorships.

2.13 "Offer" means a direct, non-application collaboration proposal made by a Brand to specific Talent using the Platform's booking tools.

2.14 "Deliverables" means all services, appearances, content, social media posts, shares, or other obligations that Talent is required to perform under a Campaign or Offer (including any deliverable or content checklist defined in the applicable brief).

2.15 "Usage Rights" means the rights granted by Talent to a Brand to use Content created in connection with a Campaign or Offer, including duration, platforms, territories, and media, as set forth in the applicable brief, Offer, or additional terms.

2.16 "Platform Fees" means the fees charged by MILLIONS in connection with use of the Platform, which may include subscription fees, launch fees, processing fees, transaction fees, percentage-based margins, and/or other service charges, as described from time to time on the Platform.

2.17 "Sponsored Feed" means MILLIONS tools that allow Brands to view and analyze collaboration posts and associated performance metrics (such as views, engagement, and audience insights).

2.18 "Mentions Lab" means MILLIONS tools that allow Brands to discover and manage content in which they are mentioned across the Platform and certain social media sources.

2.19 "Research Credits" means usage-limited credits that Brands may receive or purchase to unlock deeper analytics, reports, or insights (for example, audience reports or detailed Sponsored Feed analytics).

2.20 "Third-Party Services" means any third-party websites, apps, payment service providers (including crypto providers), social networks, streaming platforms, advertisers, or other services that interact with or are accessible via the Platform.

2.21 "Crypto" means any supported virtual currency, digital asset, or token (including cryptocurrency) used for tipping or other permitted transactions on or via the Platform.

3. ACCEPTANCE OF TERMS; CHANGES

3.1 Acceptance

By accessing, browsing, or using the Platform in any way, including creating an account, connecting your social media accounts, or clicking "accept", "agree", or similar 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 other notice (such as via email or in-app notification). Unless otherwise stated, changes will be effective when posted. Your continued use of the Platform after the effective date of the updated Terms constitutes your acceptance of those changes. If you do not agree to the updated Terms, you must stop using the Platform and, if applicable, close your account.

3.3 Changes to the Platform

We may modify, suspend, or discontinue all or part of the Platform (including features, functionalities, subscription offerings, and 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:

1. you have the legal capacity to enter into a binding contract with MILLIONS; and
2. 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/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. Where Talent is a minor (including NIL/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 and authority to do so and to bind the applicable individual or entity.

4.4 Brands

Brands using the Campaign Manager or making Offers represent and warrant that the individual creating and managing the Brand account has authority to bind the Brand to these Terms and to any Campaigns or Offers initiated via 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, phone number, social media links, profile picture, biography, sport or category, location, hometown, date of birth, and payment/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 your social media or other Third-Party Services to the Platform, you authorize MILLIONS to access and use information from those services (for example, follower counts, audience demographics, engagement metrics, posts, and other analytics) as permitted under the applicable Third-Party Service's terms and our Privacy Policy. In some cases, even if you do not connect via direct integration, we may collect publicly available social data (such as public posts and public follower metrics) for use in analytics and Campaign tools, as described in our Privacy Policy.

5.3 Talent Payouts

To receive payouts, Talent (or their Agency) must:

1. connect a valid bank account or other payout method supported by our payment partners;
2. complete any identity verification, know-your-customer (KYC), tax information, and other compliance requests; and
3. comply with any applicable Third-Party payment provider terms.

Payouts are processed according to the schedule displayed on the Platform (currently monthly with payments typically on or around the 15th of each month, subject to change). Payout timelines may vary due to bank or payment provider processing, compliance checks, or other factors outside MILLIONS' control.

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 any activity by your Agents, team members, or invited collaborators. You agree to notify MILLIONS promptly of any unauthorized access or use of your account or credentials. MILLIONS is not liable for any loss or damage arising from unauthorized access resulting from your failure to safeguard your account.

5.5 Agency-Managed Profiles

Where an Agency manages Talent's profile:

1. The Agency represents that it is duly authorized to act on Talent's behalf for all Platform activity, including entering into Campaigns and Offers.
2. All actions taken by the Agency on the Platform (including applications, counters, acceptances, listings, and content uploads) are binding on Talent.
3. The Agency is responsible for any misrepresentation, miscommunication, or negligence and may be liable to Talent and/or Brands for breach of contract or failure to fulfil Talent obligations.
4. Agencies that wish to express non-binding interest without creating a legally binding formal application must follow the instructions on the Platform or contact acs@millions.co as indicated; any formal application or acceptance within the Platform is binding.

6. ACCEPTABLE USE; PLATFORM AVAILABILITY

6.1 Prohibited Conduct

You agree not to:

1. use the Platform for any unlawful purpose or in violation of any law, regulation, or league/organizational rule;
2. upload or distribute Content that is defamatory, obscene, pornographic, harassing, hateful, discriminatory, violent, threatening, misleading, or otherwise objectionable;
3. infringe or violate the intellectual property, publicity, privacy, or other rights of any third party;
4. upload viruses, malware, or any other malicious code, or otherwise compromise the security or integrity of the Platform or any systems;
5. interfere with or disrupt the operation of the Platform or any network or system (including via denial-of-service attacks, overloading, or scraping);
6. attempt to circumvent or avoid payment of Platform Fees, including by taking on-Platform Campaigns or Offers off-Platform while active;
7. use the Platform for fraud, money laundering, or other deceptive or unlawful practices;
8. use tips, collaborations, or any transaction as a bribe or improper inducement to influence athletic performance, gambling outcomes, or any other regulated activity;
9. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of the Platform; or
10. use automated tools (such as bots, scripts, or scrapers) to access or interact with the Platform in ways that are not expressly permitted.

6.2 Enforcement

MILLIONS may, in its sole discretion and without liability or prior notice:

1. remove, restrict access to, or modify any Content;
2. suspend or terminate any account or feature;
3. limit access to any part of the Platform; and/or
4. take any other action it deems appropriate,

where MILLIONS believes a User has violated these Terms, applicable law, or the spirit of the Platform.

6.3 Platform Availability; Maintenance

The Platform may be unavailable from time to time due to scheduled maintenance, upgrades, or unscheduled downtime or disruptions. MILLIONS does not guarantee that the Platform will be available at all times or free from interruption, and is not liable for any unavailability, delayed access, or data loss resulting from system failures, maintenance, or events beyond its reasonable control.

6.4 Beta and Experimental Features

MILLIONS may offer beta, experimental, or early-access features or tools ("Beta Features"). Beta Features may be incomplete, may contain bugs, and may be changed or discontinued at any time. You use Beta Features at your own risk and understand that they are provided "as is" without warranties of any kind.

7. RELATIONSHIP OF THE PARTIES

7.1 Independent Contractors

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

7.2 No Agency for Talent

MILLIONS is not the agent, representative, or manager of Talent for sports, NIL, or endorsement purposes. Talent and Brands enter into Campaigns, Offers, and other agreements with each other directly (facilitated by the Platform), except to the limited extent that MILLIONS holds and releases funds as described in these Terms.

8. PAYMENTS, FEES, TAXES, AND CRYPTO

8.1 Payment Processing

Payments and payouts are processed through third-party payment service providers (and, where applicable, Crypto providers). Your use of such services is subject to those providers' terms and privacy policies. MILLIONS is not responsible for their acts or omissions, delays, errors, or security incidents, and does not control how they operate.

8.2 Platform Fees

MILLIONS charges various Platform Fees, which may include:

1. subscription fees for Brand plans;
2. per-Campaign launch fees;
3. processing fees per approved application or Offer;
4. transaction fees, margins, or commissions on sales; and/or
5. other service fees,

as disclosed on the Platform. As of the date of these Terms, MILLIONS generally withholds a Platform Fee of twenty percent (20%) from Talent payouts on product and Content sales and brand partnerships, and may add a Platform margin on top of costs for Merch. Fees may change from time to time and will apply on a prospective basis.

8.3 Pricing and Currency

Unless otherwise specified, transactions occur in U.S. dollars (USD). Prices for Merch, memorabilia, Experiences, Custom Products, and Campaigns will be displayed on the Platform or in Campaign briefs. MILLIONS or its partners may add shipping, taxes, and other charges as applicable.

8.4 Taxes

Users are solely responsible for determining and paying any taxes arising from their use of the Platform and any income they receive, including income taxes, VAT, GST/HST, sales taxes, customs duties, and other governmental fees, except where MILLIONS is required by law to withhold or remit on their behalf.

8.5 Chargebacks and Set-Off

If a payment is reversed, refunded, or charged back (for example, by a payment processor or bank), MILLIONS may:

1. deduct the applicable amount (including any associated fees or penalties) from amounts owed to you now or in the future;
2. invoice you for such amounts; and/or
3. set off any amounts you owe MILLIONS against any amounts owed by MILLIONS to you.

MILLIONS may contest chargebacks where appropriate and may provide relevant data to payment providers.

8.6 Refunds and Returns (General)

1. Talent-Sold Items (Memorabilia, Experiences, Custom Products). Except where expressly indicated otherwise on the Platform or required by law, Talent is the seller of memorabilia, Experiences, and Custom Products and is responsible for their quality and fulfillment. Refunds, returns, or exchanges for such items are governed by Talent's policies and applicable law. MILLIONS may, but is not required to, assist with customer support.
2. Merch. Certain Merchandise may be sold through MILLIONS' third-party fulfillment partners. Any applicable refund or return policies will be posted at the point of sale or provided in order confirmations. MILLIONS or its partners may decline refunds that do not meet stated conditions.
3. Campaigns and Brand Deals. Refunds or returns of funds for Campaigns and Offers are governed by Sections 13 and 14 (including rules on unmet Deliverables, pro-rata payouts, and refunds to Brands).
4. Launch Fees, Subscription Fees, and Credits. Unless explicitly stated, subscription fees, Campaign launch fees, processing fees, and Research Credits are non-refundable.

8.7 Crypto Payments and Tips

1. Volatility and Risk. Crypto values are highly volatile and may fluctuate significantly. MILLIONS does not provide investment, tax, or legal advice and does not guarantee the value of any Crypto at any time.
2. Irreversibility. Crypto transactions, once submitted to a blockchain network, may be irreversible. MILLIONS is not responsible for any loss arising from user error (such as sending to the wrong address), network congestion, or blockchain forks or failures.
3. Compliance. You are solely responsible for complying with all laws applicable to your use of Crypto, including tax reporting and any licensing requirements. MILLIONS may restrict Crypto usage in certain jurisdictions or for certain Users.
4. Tips and Purchases. Where tips or other payments are made in Crypto, they are treated as described in Section 9.4, subject to any additional restrictions displayed on the Platform.

8.8 No Guarantee of Revenue or Results

MILLIONS provides tools and a marketplace but does not guarantee any level of sales, revenue, applications, collaborations, engagement, or other results.

9. FANS

9.1 Fan Use of Platform

Fans may use the Platform to:

1. view free or paid Content;
2. follow Talent profiles;
3. send tips to Talent;
4. purchase Merchandise, memorabilia, Experiences, Custom Products, and access to streams or other digital content.

9.2 Nature of Transactions

Except where expressly indicated otherwise:

1. Talent is the seller of memorabilia, Experiences, and Custom Products;
2. MILLIONS is not the seller of such items and is not responsible for Talent's failure to fulfill or deliver; and
3. certain Merchandise may be sold and fulfilled through MILLIONS' third-party fulfillment partners.

9.3 Access to Paid Content and Streams

When you purchase access to paid Content or streams (including pay-per-view events):

1. you receive a limited, personal, non-exclusive, non-transferable, revocable license to view such Content for your own non-commercial use, subject to any additional conditions displayed at purchase;
2. you may not record, rebroadcast, redistribute, resell, or publicly display such Content without explicit written permission from the rights holder; and
3. access periods, replay windows, and availability of recordings may be limited and are subject to change.

9.4 Tipping

1. Tips are voluntary, gratuitous payments to Talent; they are not payment for specific goods or services, and do not create any contractual entitlement to future Content or interaction.
2. Tips are non‑refundable once sent, except where required by law or explicitly stated otherwise.
3. Tips may not be used to improperly influence athletic performance, regulated outcomes, or other professional decisions.

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

10.1 Listings and Storefronts

Talent may create product listings for Merch, memorabilia, Experiences, Content, and Custom Products via the Platform's e-commerce tools. Talent is responsible for all listing information, including price, description, photos, inventory, and any applicable limitations or eligibility restrictions.

10.2 Merch Fulfillment and Pricing

1. For Merch fulfilled by MILLIONS' designated third-party partners, Talent sets their desired profit per item.
2. MILLIONS then adds product costs (e.g., cost of goods, printing, base shipping) and Platform Fees (currently including a Platform margin of approximately twenty percent (20%)) on top of Talent's chosen profit to derive the consumer-facing price.
3. Costs and margins may change from time to time and may differ by product, region, shipping method, or other factors.

10.3 Memorabilia, Experiences, and Custom Products

1. For memorabilia, Experiences, and other Custom Products, Talent sets the base price. MILLIONS may add its Platform Fee (currently 20%) to generate the final consumer-facing price.
2. Talent is solely responsible for product quality, authenticity, inventory, and fulfillment of such items and Experiences, including shipping, scheduling, and performance.
3. MILLIONS may, at its discretion, offer warehousing or fulfillment support (for example, for memorabilia meeting minimum inventory thresholds) on separate terms and fees.

10.4 Auctions

Where Talent uses auction functionality:

1. Talent sets the starting/minimum price, auction window, and item details;
2. at auction close, Talent must fulfill the item to the winning bidder;
3. Talent must not manipulate or artificially inflate bids, including via shill bidding or other unfair practices.

10.5 Risk of Loss

1. For Merch shipped by third-party fulfillment partners, risk of loss generally passes to the buyer upon shipment, subject to applicable law and any posted policies.
2. For memorabilia, Experiences, and Custom Products, Talent bears risk of loss until delivery or performance, unless otherwise agreed in writing.

10.6 Customer Support and Refunds

MILLIONS may assist with customer support but is not the seller of memorabilia, Experiences, or Custom Products unless expressly stated. Talent agrees to work in good faith with MILLIONS and customers to resolve complaints and issues, including late or non-delivery, misdescriptions, or quality concerns.

11. DESIGN LAB AND MERCH DESIGNER

11.1 User-Supplied Designs

1. When Talent uploads their own designs, logos, or artwork, Talent retains ownership of those designs.
2. Talent grants MILLIONS a non-exclusive, worldwide, royalty-free, sublicensable license to use such designs as necessary to provide the Platform, including:
   1. producing, displaying, and selling Merch; and
   2. promoting Talent and their products through the Platform and associated marketing channels.

11.2 Designs Created for Talent (Design Lab)

1. Where MILLIONS or its contractors create designs for Talent via Design Lab, the resulting designs are owned by Talent, subject to:
   1. a license back to MILLIONS to use, reproduce, display, and distribute such designs to operate and promote the Platform and Talent's products; and
   2. any separate agreement between Talent and MILLIONS governing bespoke or special-project designs (if any).

11.3 Design Approval and Auto-Approval

MILLIONS may request that Talent approve designs prior to sale. If Talent does not respond within the time specified on the Platform (for example, five (5) business days), Talent acknowledges that MILLIONS may treat the design as approved and may list it for sale. MILLIONS may send one or more reminders, but is not required to do so. Talent may request removal of a design from future sale, but such removal does not affect prior orders already placed.

11.4 Responsibility for Infringement

Talent is solely responsible for ensuring that any design they upload, approve, or use does not infringe any third-party rights and complies with applicable policies and NIL/league rules. Talent agrees to indemnify MILLIONS against any claims arising from use of such designs, except where MILLIONS materially alters or uses the design beyond the scope of Talent's approval.

12. TALENT CONTENT, STREAMS, PODCASTS, AND INTERVIEWS

12.1 General Content Uploads

Talent may upload videos, photos, podcasts, and other Content, and may choose to make Content free or paid. By uploading Content, Talent represents and warrants that:

1. it owns or has sufficient rights to all Content it uploads;
2. the Content does not infringe any third-party rights; and
3. the Content complies with these Terms and all applicable laws and rules (including NIL, league, team, and institutional rules).

12.2 Streams and Pay-Per-View

Talent may host free or paid live streams (including PPV events, watch parties, e-gaming, Q&A sessions, and interviews):

1. Talent is responsible for scheduling, naming, and describing streams and setting any PPV prices;
2. Talent may stream via on-Platform cameras or via RTMP and may use simulcasting features (for example,"AMPLIFY") to stream to third-party platforms, subject to those platforms' terms and any applicable restrictions;
3. Fans who purchase access receive a limited license to view the stream and any associated recording, subject to Section 9.3 and any additional conditions displayed on the Platform; and
4. Talent acknowledges that stream performance and recording may depend on Talent's equipment, bandwidth, and technical setup, and MILLIONS is not responsible for issues arising from Talent's configuration.

12.3 Copyright, Music, and Third-Party Material

Talent is solely responsible for obtaining any necessary licenses for music, video clips, images, third-party logos, or other copyrighted or protected materials included in their streams or Content. Talent waives, and agrees to hold MILLIONS harmless from, any claims arising from Talent's failure to obtain such licenses.

12.4 Content Created or Edited by MILLIONS (Clips, AI, Edits)

MILLIONS may create or edit Content on behalf of Talent using AI tools or human editors (for example, highlights, clips, or compilations):

1. MILLIONS may provide such Content to Talent for review and approval via the Platform;
2. If Talent does not reject or request changes within the period specified on the Platform (for example, forty-eight (48) hours), the Content may be deemed approved and may be posted on Talent's profile or used by MILLIONS in accordance with these Terms;
3. Talent retains rights in such Content (subject to underlying rights and licenses), but grants MILLIONS a license to use it per Section 16.2;
4. AI-generated or AI-assisted Content may be imperfect, may misidentify people or brands, and may not be unique; Talent must review and approve such Content before relying on it, and MILLIONS is not liable for AI errors, misclassifications, or inaccuracies.

12.5 Interviews

1. Users may register as interview hosts or guests through the Platform. Hosts may link their availability and interests, and guests may request interviews or be invited.
2. Hosts agree to appear on time, to conduct themselves professionally, and to maintain reasonable production quality (including adequate audio, lighting, and camera).
3. Guests agree to appear as scheduled, to behave professionally, and to maintain reasonable production quality.
4. Interviews may be recorded, clipped, and distributed by MILLIONS, hosts, and guests, subject to these Terms and any agreed Usage Rights.
5. Users waive liability to MILLIONS for any Content created in interviews that may involve copyright or interpersonal disputes, except to the extent caused by MILLIONS' gross negligence or willful misconduct.

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 holds and releases funds per these Terms, MILLIONS is not a party to Brand–Talent contracts and is not responsible for their performance, disputes, or outcomes.

13.2 Campaigns (Application-Based)

1. Brands create Campaigns by setting filters and completing a campaign brief, which may include objectives, Deliverables, timelines, compensation, Usage Rights, additional T&Cs, DOs and DON'Ts, brand information, product/service information, and optional screening questions.
2. By applying to a Campaign (including with any counter terms), Talent confirms that:
   1. Talent has reviewed and agrees to the campaign brief and any attached T&Cs; and
   2. if Talent's application or counter is approved, a binding contract will arise directly between Talent and the Brand incorporating those materials.
3. 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 Deliverables.

13.3 Offers (Direct Bookings)

1. Brands may send Offers directly to specific Talent, specifying Deliverables, timelines, compensation, Usage Rights, and any additional terms.
2. Talent may accept, reject, or counter such Offers via the Platform.
3. When Talent accepts an Offer (or the Brand accepts Talent's counter), a binding contract arises between Talent and the Brand.

13.4 Agents Acting for Talent

1. Agencies applying, countering, or accepting on Talent's behalf represent that they have authority to legally bind Talent.
2. Such actions are binding on Talent as if taken by Talent directly.
3. Miscommunications or misrepresentations by an Agency do not relieve Talent of obligations to Brands and may result in separate liability for the Agency.
4. To express non-binding interest without creating a formal application, Agencies must follow instructions on the Platform or contact acs@millions.co; any formal application or acceptance within the Platform is binding.

13.5 Deliverables, Revisions, and Timelines

1. Talent must perform all Deliverables in accordance with the approved Campaign or Offer, including uploading Content, attending appearances, and posting required Content within agreed timelines.
2. Brands may request up to three (3) rounds of revisions with clear, justified feedback and specific guidance as to what changes are required.
3. After three rounds, the next submission will ordinarily be deemed approved, unless MILLIONS determines that Talent materially failed to follow clear instructions or otherwise did not act in good faith.
4. Talent may request extensions; Brands may grant or deny such requests at their discretion.
5. Talent is responsible for uploading links, screenshots, or other proof of performance as required by the campaign brief or Offer.

13.6 Usage Rights and Unapproved Content

1. Unless otherwise agreed, Talent generally owns Content created under Campaigns and Offers and licenses it to Brands as specified in the applicable brief or Offer.
2. The maximum Usage Rights period that a Brand may impose via standard Platform fields is two (2) years, unless otherwise permitted by MILLIONS and agreed by the parties.
3. Brands may not use unapproved Content (including drafts or rejected versions) in marketing, paid media, or other public placements, even if campaign T&Cs purport to grant broader Usage Rights.
4. If a Brand uses unapproved Content, MILLIONS and/or Talent may treat such Content as approved and impose additional licensing fees, without limiting other remedies.
5. If a Brand uses Content beyond the agreed Usage Rights period, the Brand will be deemed to agree to pay reasonable extension fees as negotiated via the Platform or otherwise between Brand and Talent.

13.7 Free Product and In-Kind Compensation

1. Where Talent receives product or services from a Brand as part of the consideration for a Campaign or Offer and fails to complete the Deliverables, Talent may be required to:
   1. return product at Talent's cost; and/or
   2. pay the product value if the product is non-returnable or not returned.
2. Unless clearly specified in the brief, product is not to be treated as a free gift until all obligations are completed.

13.8 Talent Non-Performance and Penalties

1. If Talent fails to perform Deliverables or withdraws after approval, funds held by or on behalf of MILLIONS may be refunded in whole or in part to the Brand, based on MILLIONS' assessment of performance and applicable policies.
2. Talent may be subject to negative reviews, suspension or restriction of brand-deal access, or a ban from the Platform for repeated or serious non-performance.
3. Talent acknowledges that MILLIONS is not liable for Talent's negligence, miscommunication, or failure to perform their contractual obligations.

13.9 NIL and Sports Regulatory Compliance

1. Talent (especially NIL/student-athletes) is solely responsible for understanding and complying with all applicable league, team, school, association, regulatory, or NIL rules and restrictions, including any required reporting or approvals.
2. Any fines, loss of eligibility, sanctions, or other consequences resulting from neglect or non-compliance are solely Talent's responsibility. MILLIONS has no liability for such matters.

14. BRAND / ADVERTISER AND CAMPAIGN MANAGER TERMS

14.1 Brand Accounts and Team Access

Brands represent that all information provided in their account and Campaigns is accurate and that individuals using the Brand account (including team members and collaborators) are authorized to act on the Brand's behalf. Brands are responsible for all actions taken under their Brand account.

14.2 Subscription Plans

MILLIONS may offer different subscription tiers (for example, Free, Pro, and Full-Service), each with specific features and pricing as displayed on the Platform. Such features may include, without limitation:

1. use of Campaign Builder and end-to-end campaign tools;
2. basic or premium filters and analytics;
3. access to Talent pools of different sizes;
4. launch and processing fees (or waivers);
5. dedicated account management, recruitment support, or full-service program management; and
6. access to Research Credits, Sponsored Feed, Mentions Lab, and other premium tools.

14.3 Billing and Renewal

1. Subscription fees are typically billed monthly or annually in advance and automatically renew until canceled.
2. Brands may cancel their subscription prior to the next billing cycle; cancellations generally take effect at the end of the current term.
3. Except where required by law or expressly stated otherwise, fees are non-refundable, including for partial months or unused services.

14.4 Launch Fees and Processing Fees

1. For plans that include per-Campaign launch fees, such fees are non-refundable, even if no Talent applies or is approved. Launch fees are a service fee for accessing tools, filters, and notifications to Talent.
2. For plans that include processing fees per approved application or Offer, such fees are incurred when Talent is approved or an Offer is accepted and are non-refundable, except where MILLIONS determines that funds must be returned due to Talent's non-performance or as required by law.

14.5 Campaigns (Application-Style)

1. Brands create Campaigns by configuring filters and completing a detailed campaign brief.
2. Brands are fully responsible for the clarity and completeness of the brief and any additional T&Cs; ambiguous instructions may be resolved against the Brand.
3. Application windows are typically between two (2) and four (4) weeks, with an additional week following the application deadline for Brands to approve, reject, or negotiate with Talent, after which pending applications typically expire.
4. Once a Brand approves Talent, the approval is final and constitutes a binding commitment to pay the agreed compensation, subject to the performance rules in these Terms.

14.6 Securing and Releasing Funds

1. When a Brand approves Talent or accepts a counter, the agreed compensation and any applicable fees are secured and held by or on behalf of MILLIONS.
2. Funds are 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.
3. If Deliverables are not completed, MILLIONS may refund all or part of the funds to the Brand, based on the degree of completion and applicable policies.

14.7 Disputes with Talent

1. If a Brand believes Talent has failed to perform, the Brand must raise the issue promptly via the Platform and provide relevant details (including deliverable checklists, links, and screenshots).
2. MILLIONS may review the brief, T&Cs, Deliverables, submissions, and communications within the Platform and determine whether Talent has substantially performed.
3. MILLIONS' decision regarding the release or refund of Platform-held funds is final as between Brand and Talent, except where contrary to applicable law or a court/arbitration decision.

14.8 Product Shipments in Campaigns

1. Brands are responsible for product and service shipments to Talent, including costs, logistics, and replacing lost or damaged shipments.
2. Unless clearly specified otherwise in the brief, Talent is not obligated to return product.
3. MILLIONS and Talent are not responsible for lost or stolen Brand shipments, except where otherwise agreed.

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

15.1 Sponsored Feed

Sponsored Feed tools enable Brands to view collaboration posts and associated metrics (such as views and engagement), and, where applicable, to use Research Credits for deeper insights or lookalike analyses. Data in Sponsored Feed is based on proprietary tools and third-party sources and is not guaranteed to be perfectly accurate.

15.2 Mentions Lab

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

15.3 Analytics and Audience Reports

Analytics and audience reports (including engagement rates, follower counts, demographic breakdowns, and campaign metrics) are generated using proprietary tools and third-party sources. Such metrics are estimates only and are not guaranteed to be precise. Brands and Talent agree not to rely solely on these metrics for critical decisions without independent verification.

15.4 Research Credits

Where applicable, Research Credits are non-refundable and, once used, cannot be re-used, transferred, or exchanged for cash or other credits.

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, and streaming platforms. Your use of any Third-Party Service is governed by that service's own terms and policies, not these Terms. 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 these links only as a convenience and does not endorse or assume responsibility for any third-party content, products, or services. Your interactions with any third-party site are solely between you and that third party.

16.3 APIs and Social Media Platforms

If you authorize MILLIONS to interact with a social network or other service on your behalf (for example, to import Content or metrics), you grant MILLIONS permission to access, store, and use information from that service as described in these Terms and our Privacy Policy. MILLIONS is not responsible if such services change, restrict, or revoke integrations.

17. INTELLECTUAL PROPERTY

17.1 MILLIONS' Intellectual Property

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

1. host, store, reproduce, display, stream, and distribute the Content;
2. use the Content to operate, maintain, and improve the Platform; and
3. use the Content in marketing and promotion of the Platform and your profile, including in compilations, highlight reels, and ads, to the extent permitted by law and subject to any agreed Usage Rights.

17.3 No Infringing Use

You shall not upload or use Content that infringes any third-party intellectual property or other rights. MILLIONS reserves the right to remove or disable access to any Content alleged to be infringing and to terminate repeat infringers as described in Section 18.

18. DMCA AND COPYRIGHT COMPLAINTS

18.1 DMCA Policy

MILLIONS respects the intellectual property rights of others and expects Users to do the same. It is MILLIONS' policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of Users who repeatedly infringe or are repeatedly accused of infringing the copyrights of others.

18.2 Copyright Infringement Notices

If you are a copyright owner or an agent of a copyright owner and believe that any Content on the Platform infringes your copyrights, you may submit a notification pursuant to the U.S. Digital Millennium Copyright Act ("DMCA") or other applicable law by providing the following information in writing (to the extent required by law):

1. a physical or electronic signature of a person authorized to act on behalf of the copyright owner;
2. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Platform are covered by a single notification, a representative list of such works;
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 disabled, and information reasonably sufficient to permit MILLIONS to locate the material;
4. information reasonably sufficient to permit MILLIONS to contact you, such as an address, telephone number, and email address;
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 copyright owner.

You may send such notices to MILLIONS' designated contact, for example via info@millions.co with the subject line "DMCA Notice", or any updated contact information posted on the Platform.

18.3 Counter-Notification

If you believe that material you posted to the Platform was removed or disabled by mistake or misidentification, you may send MILLIONS a counter-notification containing:

1. your physical or electronic signature;
2. identification of the material that has been removed or to which access has been disabled and the location where the material appeared before removal or disabling;
3. a statement under penalty of perjury that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification; and
4. your name, address, telephone number, and (if applicable) a statement that you consent to the jurisdiction of the courts in a relevant location and will accept service of process from the person who provided the original notification or their agent.

MILLIONS may restore the removed Content in accordance with applicable law and internal policies.

18.4 Repeat Infringers

MILLIONS may, in appropriate circumstances and at its discretion, suspend or terminate the accounts of Users who are determined to be repeat infringers.

19. OFF-PLATFORM COMMUNICATIONS DURING CAMPAIGNS

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, and Deliverable submissions within the Platform and not to move such communications off-Platform (for example, to personal email, texts, or social media) for the purpose of circumventing Platform Fees or oversight.

19.2 Post-Campaign Relationships

After completion of a Campaign and expiry of Usage Rights, Brands and Talent may independently contract with each other, subject to any separate agreement they may have with MILLIONS. However, MILLIONS may offer tools and incentives for on-Platform renewals or extensions.

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 provided instructions (for example, replying "STOP"), though you may still receive transactional or service messages as permitted by law.

You agree that all electronic communications, agreements, notices, and disclosures sent by MILLIONS to you electronically satisfy any legal requirement that such communications be in writing.

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 without any warranties of any kind, express or implied.

21.2 No Warranties

MILLIONS disclaims all warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and 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:

1. the Platform will be uninterrupted, timely, secure, or error-free;
2. any particular results (including sales, earnings, applications, engagement, or performance metrics) will be achieved;
3. analytics, metrics, audience reports, or Sponsored Feed/Mentions Lab data will be complete, accurate, or current;
4. Content will meet your expectations, or that errors or defects will be corrected; or
5. any Campaign or Offer will attract applicants, be approved, or be successfully completed.

You access and use the Platform at your own risk.

21.4 No Legal, Financial, or Tax Advice

Information provided on or through the Platform (including campaign structures, analytics, and usage suggestions) is for general informational purposes only and does not constitute legal, financial, or tax advice. You should obtain your own professional advice before relying on or implementing any arrangement.

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 in connection with the Platform or these Terms, even if advised of the possibility of such damages.

22.2 Aggregate Cap

In no event will MILLIONS' total aggregate liability to you for all claims arising out of or related to the Platform or these Terms exceed the greater of:

1. the total amount of fees you paid to MILLIONS during the twelve (12) months preceding the event giving rise to the claim; and
2. one hundred U.S. dollars (USD $100).

22.3 Jurisdictional Limits

Some jurisdictions do not allow the exclusion or limitation of certain damages or implied warranties; in such jurisdictions, the above limitations shall 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, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

1. your use of the Platform;
2. your Content;
3. your breach of these Terms or of any Campaign brief, Offer, or additional T&Cs;
4. your violation of any law, regulation, or sports/NIL/league rule; or
5. your infringement or violation of any third-party right, including intellectual property, privacy, or publicity 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, available at https://millions.co/privacy-policy. By using the Platform, you acknowledge that you have read and understood the Privacy Policy.

24.2 Data Retention and Deletion

MILLIONS retains personal information for as long as necessary to provide the Platform, comply with legal obligations (including tax and financial recordkeeping), resolve disputes, and enforce its agreements, as described in the Privacy Policy. When you close your account, certain information may continue to be stored or anonymized for these purposes.

24.3 International Transfers

Your data may be processed in Canada, the United States, and other jurisdictions where MILLIONS or its service providers operate. By using the Platform, you consent to the transfer of your information to such jurisdictions, subject to applicable data-protection laws and safeguards described in the Privacy Policy.

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. Closing your account will not relieve you of obligations incurred prior to closure (for example, Deliverables for accepted Campaigns, payment obligations, or fees owed).

25.2 By MILLIONS

MILLIONS may suspend or terminate your access to the Platform (or any part thereof), or remove Content, at any time for any reason, including without limitation if MILLIONS believes you have violated these Terms, applicable law, or engaged in conduct that harms or may harm MILLIONS, its Users, or the reputation of the Platform.

25.3 Effect of Termination

Upon termination:

1. your right to access and use the Platform ceases;
2. MILLIONS may, but is not required to, remove or disable your Content;
3. certain provisions of these Terms will survive, including those relating to fees owed, intellectual property licenses, disclaimers, limitations of liability, indemnities, and dispute resolution; and
4. MILLIONS may continue to hold or release funds in accordance with Sections 13 and 14.

26. GOVERNING LAW AND DISPUTE RESOLUTION

26.1 Governing Law

These Terms are governed by and construed in accordance with 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 any formal claim, you agree to first contact MILLIONS at info@millions.co and attempt to resolve the dispute informally. If we are unable to resolve the dispute within a reasonable period (for example, thirty (30) days), either party may initiate arbitration as set out below.

26.3 Arbitration

Except where prohibited by law or where you have a statutory right to bring a claim in a small-claims court, any dispute, controversy, or claim arising out of or relating to these Terms or the Platform (including its interpretation, breach, termination, or validity) will be finally resolved by binding arbitration before a single arbitrator in Ontario, Canada. The arbitration shall:

1. be administered by a recognized arbitration organization (such as the ADR Institute of Canada, Inc. or its successor) under its applicable rules then in effect;
2. be conducted in English; and
3. allow judgment on the award to be entered in any court of competent jurisdiction.

The parties will share the arbitrator's fees and any applicable filing fees, except where applicable law requires that MILLIONS bear a greater portion of such fees.

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 proceedings shall be conducted solely on an individual basis and not as a class, consolidated, or representative action. The arbitrator may not consolidate the claims of multiple persons or preside over any form of representative or class proceeding.

26.5 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction (for example, to prevent the unauthorized use or misuse of its intellectual property or confidential information, or to enforce restrictions on misuse of the Platform).

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 all prior or contemporaneous agreements, communications, and understandings, whether written or oral, relating to the subject matter hereof.

27.2 Severability

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

27.3 No Waiver

No waiver of any provision of these Terms will be effective unless in writing and signed by MILLIONS. The failure of MILLIONS to enforce any provision shall not be construed as a waiver of such provision or any other provision.

27.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without MILLIONS' prior written consent. MILLIONS may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

27.5 Force Majeure

MILLIONS will not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, failures of telecommunications or internet services, or failures of Third-Party Services.

27.6 Headings

Section headings are for convenience only and have no legal or contractual effect.

28. CONTACT

If you have any 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.