iHub Meta | Loop TV Customer Terms of Service
TERMS OF SERVICE AGREEMENT
Open View Media, LLC, a Wyoming limited liability company (“OVM”), is the issuer of the OVN cryptocurrency token. OpenHub, LLC, a Wyoming limited liability company (“OpenHub” or the “Company”), is in the business of selling and distributing digital advertising media products in connection with a proprietary blockchain ecosystem. The LoopTV media player is referred to herein as the Player (“Player”). Businesses utilizing the Player on one or more TV screens operating a business with public access are referred to herein as the Hosts (“Hosts”). The cryptocurrency tokens issued by OVM are referred to herein as an OVN token (“OVN”).
1. Authorization and Contract
By executing this Terms of Service Agreement (“Agreement”), the Host is applying for authorization to use a LoopTV Player. Host hereby enters into this Agreement with Company and accepts all terms and conditions including, but not limited to, this Agreement, the Electronic Signature Host Application and the Privacy Notice.
The purpose of this Agreement is to provide qualified Hosts with the opportunity to receive one or more media Players and have access to licensed media content provided by Loop Media, Inc. Additionally, Hosts have the ability to earn OVN cryptocurrency tokens payable on a monthly basis based on advertising being played while unique users are in the broadcast area of the Player. Compensation to the Host is dependent upon the Host displaying the advertising that appears as a portion of the content shown via the Player. The Host may also have the opportunity to use Player to have their own personalized content or signage displayed to their customers.
3. Host Qualifications
To be considered as a Host, the Host must be structured as a business-type entity, that is, a sole proprietorship, partnership, limited liability company, corporation, statutory trust, non-profit or other similar entity, with a commercial location that the public has access to and that has regular customers or individuals who are within the Player viewing area. Hosts cannot be located in a residence, nor can Hosts operate a home-based business. Additionally, the Host must have, or be willing to install, one or more televisions on which LoopTV content will be played.
4. Cost and Requirements for Hosting
The Player is available free to Hosts that qualify. Hosts can have multiple Players at each location and each Player can create additional renumeration back to the Host based upon viewership. Additionally, all media content provided by LoopTV has been licensed and is available free to the
Host in consideration for the ability to broadcast selected advertising. The Player is the property of the Company and in the event of cancellation or termination, the return of the Player to the Company will be the Host’s responsibility.
5. Acknowledgement of Risk
The Company and related entities are in the business of providing Loop Players, media content and advertising to Hosts. The Company, including any and all individuals and entities associated or affiliated with the Company, DO NOT guarantee the successful minting of OVN tokens, any sort of return from the OVN token or any other guaranteed income or result from hosting the Players.
The Company will NEVER comment on, provide advice or information to or seek to direct or suggest, any particular financial strategy or decision the Host may take with regard to the hosting the LoopTV Player(s).
All OVN that is minted or otherwise gained through using Company services will come into the control of Company for distribution to Host based upon usage and access to unique viewers of advertising that is played on the Player or Players in the Host location.
The cryptocurrency market is highly volatile. It’s not uncommon for cryptocurrency assets to experience significant declines in value over short periods of time. This is true with the larger cryptocurrency assets, such as Bitcoin and Ethereum. It’s especially true with the smaller, less liquid tokens, including OVN.
While the Company is in the business of providing Loop TV Players and paying out rewards to Hosts in OVN, the Company has no control over the price of OVN. DO YOUR OWN RESEARCH and do not proceed if you are unable to handle the volatile price swings in the cryptocurrency space.
The Company is aware of the everchanging regulatory and legal landscape for cryptocurrencies. The position taken by the U.S. Securities and Exchange Commission (“SEC”), state securities regulators, the U.S. Treasury Department, the CFTC and other federal and state regulatory authorities on the application of securities, tax and other laws to cryptocurrencies is in a constant state of flux. In addition, legislation has been proposed, or is being proposed, in the U.S. Congress and in various states to provide greater regulation and control over the cryptocurrency space. The Company is committed to keeping up to date on all regulatory, legislative and other aspects of the cryptocurrency domain to ensure that all Company services and offerings are fully compliant with applicable laws and regulations. Due to the unknown regulatory future of such business models, the Company reserves the right to continuously update its offerings to meet such standards and comply with applicable U.S. and foreign laws. The Company does not, nor can it reasonably be expected to, provide any guarantee with regard to any increase or decrease in the value or liquidity of a Host’s holdings of OVN cryptocurrency or any other financial aspect of hosting the LoopTV Player caused directly or indirectly from changes to in the law or regulatory scheme or from any other factor or event.
The term of this Agreement (“Agreement Term”) is month-to-month and will be renewed automatically unless terminated by either the Company or the Host. The term will begin upon the Company’s acceptance of the Host application and delivery of the Player to the Host and will end when terminated as provided in Section 8 hereof.
7. Modification of Terms
Because federal, state and local laws, as well as the business environment, periodically change, the Company reserves the right to amend this Agreement in its sole and absolute discretion.
This section does not apply to the Arbitration clause. The Arbitration clause can only be modified by way of mutual consent of both parties.
Notification of amendments shall appear in Official Company Materials. Any such amendment, change, or modification shall be effective thirty (30) days following one of the following communication methods:
(a) Posting on the Official Company corporate website;
(b) Electronic mail (e-mail); or
(c) In writing through other Company communication
a. Termination by the Company
In the event of a material breach of this Agreement by Host, the Company reserves the right to terminate this Agreement immediately. Upon cancellation or termination, all future renumeration is terminated. All OVN previously paid out is deemed earned.
The Company reserves the right to terminate this Agreement for any reason or for no reason whatsoever upon thirty (30) days’ written notice. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
b. Termination by the Host
A Host may immediately terminate their Agreement by submitting a written notice, via email, to OpenHub at: [email protected]. The notice must include:
(1) The Host’s intent to terminate this Agreement;
(2) Date of termination requested;
(3) Host ID number;
(4) A reason for terminating;
(5) Signature; and
(6) Valid email to receive Company response.
The Company will respond to the Host’s notice of voluntary termination via email to the email address provided in the termination notice within one Business Day of receipt. No termination is effective until the Company responds. Accordingly, sending the notice is not, in itself, sufficient to complete the termination of this Agreement. As a result, any Host who wishes to terminate this Agreement should save the initial termination notice and forward it to Company if the Host receives no response within one Business Day of giving notice. The termination will go into effect thirty (30) days following acknowledgement of the notice of termination by Company, unless Host wishes to make the termination effective immediately, in which case, the Host will forfeit all earned but not distributed OVN payouts owed to Host.
9. Independent Contractor Status
A Host may receive compensation for the viewing of content and advertising via the Loop Player. The Host is an independent contractor for any compensation received. There is no agreement between Company and Host creates an employer/employee relationship, agency, partnership, or joint venture between Company and the Host. All Hosts are responsible for paying local, state, and federal taxes due from any and all compensation earned as the Host of a Loop Player. Hosts have no express or implied authority to bind Company to any obligation or to make any commitments by or on behalf of the Company.
In the event a Host receives more than $600 in a calendar year, the Company will provide a 1099-MISC statement for tax purposes. The 1099 will reflect all income received from the Company. It is imperative for the Host to understand that the 1099 will reflect OVN values at the time they’re distributed to the Host. It is the Host’s sole responsibility to account for such income on the Host’s income tax returns.
11. Errors or Questions
If a Host has questions about or believes any errors have been made regarding compensation, the Host must notify Company in writing within thirty (30) days of the date of the purported error or incident in question. Company will not be responsible for any errors, omissions, or problems not reported to the Company within thirty (30) days.
12. Intellectual Property
Host agrees that any and all Trademarks and Copyrights are the sole property of the Company and related entities. These items cannot be reproduced or used without the express written permission of the Company.
Host agrees that technical, scientific, patented and licensed information are the sole property of the Company and its related entities; and cannot be copied, reproduced or used without the express written permission of the Company.
13. Jurisdiction and Governing Law
The formation, construction, interpretation, and enforceability of your contract with the Company as set forth in this Host Agreement and any incorporated documents shall be governed by and interpreted in all respects under the laws of the State of Wyoming without regard to conflict of law provisions.
This Agreement can be executed online, by email, or by an electronic signature company, e.g., DocuSign, HelloSign, etc.
If a dispute arises (a “Dispute”), the parties shall first attempt in good faith to resolve it promptly by negotiation. Any of the parties involved in the Dispute may initiate negotiation by providing notice (the “Dispute Notice”) to each involved party setting forth the subject of the Dispute and the relief sought by the party providing the Dispute Notice, and designating a representative who has full authority to negotiate and settle the Dispute. Within ten (10) Business Days after the Dispute Notice is provided, each recipient shall respond to all other known recipients of the Dispute Notice with notice of the recipient’s position on and recommended solution to the Dispute, designating a representative who has full authority to negotiate and settle the Dispute. Within twenty (20) Business Days after the Dispute Notice is provided, the representatives designated by the parties shall confer either in person at a mutually acceptable time and place or by telephone or any other electronic means, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. At any time twenty (20) Business Days or more after the Dispute Notice is provided, but prior to the initiation of arbitration, regardless of whether negotiations are continuing, any party may submit the Dispute to JAMS for mediation by providing notice of such request to all other concerned parties and providing such notice and a copy of all relevant Dispute Notices and notices responding thereto to JAMS. In such case, the parties shall cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in promptly scheduling the mediation proceedings, and shall participate in good faith in the mediation either in person at a mutually acceptable time and place or by telephone, in accordance with the then-prevailing JAMS’s mediation procedures and this Section, which shall control.
Any Dispute not resolved in writing by negotiation or mediation shall be subject to and shall be settled exclusively by final, binding arbitration before a single arbitrator or, for Disputes in excess of $2 million, a panel of three arbitrators, in , in accordance with the then-prevailing Comprehensive Arbitration Rules of JAMS, Inc. No party may commence Arbitration with respect to any Dispute unless that party has pursued negotiation and, if requested, mediation, as provided
herein, provided, however, that no party shall be obligated to continue to participate in negotiation or mediation if the parties have not resolved the Dispute in writing within sixty (60) Business Days after the Dispute Notice was provided to any party or such longer period as may be agreed by the parties. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as an arbitrator in the case. The parties understand and agree that, if the arbitrator or arbitral panel awards any relief that is inconsistent with the Limitation of Liability provision in this Section 15, such award exceeds the scope of the arbitrator’s or the arbitral panel’s authority, any party may seek a review of the award in the federal or state courts located in Cheyenne, Wyoming, which courts shall have exclusive jurisdiction and venue thereof.
c. Class Action Waiver
THE NEGOTIATION, MEDIATION OR ARBITRATION OF ANY DISPUTE SHALL BE LIMITED TO INDIVIDUAL RELIEF ONLY AND SHALL NOT INCLUDE CLASS, COLLECTIVE OR REPRESENTATIVE RELIEF. IN ANY ARBITRATION OF A DISPUTE, THE ARBITRATOR OR ARBITRAL PANEL SHALL ONLY HAVE THE POWER TO AWARD INDIVIDUAL RELIEF AND SHALL NOT HAVE THE POWER TO AWARD ANY CLASS, COLLECTIVE OR REPRESENTATIVE RELIEF. THE PARTIES UNDERSTAND AND AGREE THAT EACH IS WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS, COLLECTIVE OR OTHER REPRESENTATIVE ACTION.
To the fullest extent allowed by law: (1) the costs of negotiation, mediation and arbitration, including fees and expenses of any mediator, arbitrator, JAMS, or other persons independent of all parties acting with the consent of the parties to facilitate settlement, shall be shared in equal measure by Host, on the one hand, and Company and any Related Parties involved on the other, except where applicable law requires that Company bear any costs unique to arbitration (which Company shall bear); and (2) the arbitrator or arbitral panel or, in the case of provisional or equitable relief or to challenge an award that exceeds arbitral authority as described in this Section, the court, shall award reasonable costs and attorneys’ fees to the person or entity that the arbitrator, arbitral panel, or court finds to be the prevailing party; provided, however, that if fees are sought under a statute or rule that sets a different standard for awarding fees or cots, then that statute or rule shall apply.
Nothing in this Agreement shall prevent Company from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction, permanent injunction, or other relief available to safeguard and protect Company’s interest prior to, during, or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
d. Limitation of Liability
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY OR ANY FAILURE OF ESSENTIAL PURPOSE, IN NO EVENT SHALL HOST OR COMPANY (INCLUDING ANY OF ITS RELATED PARTIES) BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, HOWEVER CAUSED, ARISING OUT OF OR RELATED TO THE HOST AGREEMENT OR THE SUBJECT MATTER HEREOF WHETHER SUCH
LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHER THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE HOST OR COMPANY (OR ANY OF ITS RELATED PARTIES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN JURISDICTIONS THAT DO NOT GIVE EFFECT TO LIMITED LIABILITY OR EXCULPATORY CLAUSES, THIS PROVISION IS NOT APPLICABLE. IN JURISDICTIONS THAT ALLOW FOR EXCULPATORY OR LIMITED LIABILITY CLAUSES IN A LIMITED MANNER, THIS PROVISION IS APPLICABLE TO THE FULLEST EXTENT ALLOWED BY THE LAW OF SUCH JURISDICTION.
16. Payment of Earned Referral Fees
Affiliates will receive earned referral fees or commissions under the iHub Meta Program once per month, on or about the 25th day of each month, for those referral fees paid to OpenHub, LLC. by Open View Media, LLC for previous months earnings. Payments will be made in the form of postal mailed check payments or via ACH transfer to the Affiliate’s designated bank account.
17. Consent to Electronic Communications
Hosts may receive important recurring messages from Company regarding corporate announcements and new products.
To opt-in, Text JOIN to . You will receive recurring messages. Msg & data rates may apply. To opt-out, Text STOP to . An opt-out confirmation message will be sent back to you. To request support, Text HELP to [18332236406 or email us at [email protected]. Text messages are sent from an autodialing system. Participation is not required for the purchase of goods or services. Subscribers will receive an SMS message if their device does not support MMS.
This program is supported by Alltel, AT&T, Boost, Sprint, T-Mobile®, Verizon Wireless, Virgin Mobile, MetroPCS, and U.S. Cellular. Products & services are compatible with AT&T handsets. T-Mobile is not liable for delayed or undelivered messages.
18. Audit of Devices
Company, may from time to time will conduct audits of its devices. These audits will be performed to ensure devices are functioning properly, and at the agreed upon location. Company reserves the right to terminate any agreement with Host if, in its sole discretion, the Company determines their devices were removed or otherwise being used in an unapproved manner. Upon termination, the host will be notified by Company Compliance Department and be required to return the device in question.