1. Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

1.2 Definitions

"Agreement" means this End-User License Agreement that forms the entire agreement between You and the Company regarding the use of the Application.

"Application" means the software program provided by the Company downloaded by You through an Application Store's account to a Device, named ‘mtion studio’.

"Application Store" means the digital distribution service operated and developed by Valve, including by Steam, by which the Application has been downloaded to your Device.

"Company" (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to mtion interactive inc., 151 Charles St W, Kitchener, ON.

"Device" means any device that can access the Application such as a computer, a cellphone or a digital tablet.

"Family Sharing / Family Group" permits You to share applications downloaded directly from the Company’s website or through the Application Store with other family members by allowing them to view and download each others' eligible Applications to their associated Devices.

"Steam" means the video game and digital content distribution service and storefront operated by Valve.

"Third-Party Services" means any software, services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the Application.

"User Content" means the content, including text, images or other information, you provide or make available to us, including through the Application or generated through the Application.

"Valve" means Valve Corporation.

"You" means the individual accessing or using the Application or the company, or other legal entity on behalf of which such individual is accessing or using the Application, as applicable.

2. Acknowledgment

By clicking the “I Agree” button, downloading or using the Application, You are agreeing to be bound by the terms and conditions of this Agreement. If You do not agree to the terms of this Agreement, do not click on the “I Agree” button, do not download or do not use the Application.

This Agreement is a legal document between You and the Company and it governs your use of the Application made available to You by the Company.

This Agreement is between You and the Company only and not with the Application Store. Therefore, the Company is solely responsible for the Application and its content. Although the Application Store is not a party to this Agreement, it has the right to enforce it against You as a third party beneficiary relating to your use of the Application.

Since the Application can be accessed and used by other users via, for example, Family Sharing / Family Group or volume purchasing, the use of the Application by those users is expressly subject to this Agreement.

The Application is licensed, not sold, to You by the Company for use strictly in accordance with the terms of this Agreement.

The Application is provided “as is” without warranties of any kind and the Company’s liability to you is limited.

3. Eligibility

You must be at least 13 years of age to use the Application. By agreeing to this Agreement, you represent and warrant to us that: (a) you are at least 13 years of age; (b) you have not previously been suspended or removed from the Application; and (c) your registration and your use of the Application complies with all applicable laws and regulations. If you are at least 13 but are under the age of 18 (or such other age of majority in your jurisdiction), you may only use the Application with your parent’s or guardian’s consent, and your parent or guardian must provide consent after having read this Agreement. In such a case, you represent and warrant and covenant that both you and your parent or guardian have read and consent to this Agreement (including all the conditions, limitations, disclaimers, and waivers provided herein).

You further acknowledge and agree that by using the Application, you are accepting a benefit that you cannot return or disgorge, and that we are relying on your representations regarding your ability to accept and perform this Agreement. Therefore, to the extent not prohibited by applicable law, you waive any right you may have under applicable law to void, rescind, or otherwise avoid this Agreement. If you are a parent or guardian consenting to this Agreement on behalf of a child between the ages of 13 and 18, you additionally agree to guarantee and be fully responsible for that person’s performance hereunder, including all financial obligations or liability he or she may incur, and all disclaimers and waivers of applicable legal protections provided herein. You agree to take all actions (including executing such additional documents or agreements) necessary to effect and perfect the foregoing.

In all other cases, you represent that you are 18 years (or such other age of majority in your jurisdiction) or older and fully competent to enter into this Agreement, and you hereby agree and acknowledge that you have read, understood, and agree to be bound by this Agreement without modification.

If you are using the Application on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to this Agreement, and you agree to be bound by this Agreement on behalf of that organization.

4. License

5. User Content

6. Intellectual Property

All right, title and interest, including intellectual property rights, to the Application, Content, and any other products or services related to the foregoing, is exclusively owned by the Company. For clarity, our intellectual property includes without limitation all copyrights, patents, trademarks, trade secrets, visual interfaces, interactive features, information, graphics, design, compilation, structure, selection, coordination, expression, "look and feel," computer code (including source code or object code), and other intellectual property rights are, and shall remain, the sole and exclusive property of the Company. You may not sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or use our intellectual property (including our Application) except as expressly authorized under this Agreement. The Company reserves all rights not expressly granted in this Agreement. The Application is licensed to you, and not sold.

The Company shall not be obligated to indemnify or defend You with respect to any third party claim arising out of or relating to the Application. To the extent the Company is required to provide indemnification by applicable law, the Company, not the Application Store, shall be solely responsible for the investigation, defense, settlement and discharge of any claim that the Application or your use of it infringes any third party intellectual property rights.

7. Your Suggestions

Any feedback, comments, ideas, improvements or suggestions provided by You to the Company (“Feedback”) with respect to the Application shall remain the sole and exclusive property of the Company. You assign all of your rights, title and interest, including intellectual property rights, in and to the Feedback to the Company and waive all of your moral rights in favour of the Company.

Without limiting the foregoing, the Company shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to You.

8. Modifications to the Application

The Company reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to You.

8.1 Updates to the Application

The Company may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications.

8.2 Updates

Updates may modify or delete certain features and/or functionalities of the Application. You agree that the Company has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to You.

You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.

8.3 Maintenance and Support

The Company does not provide any maintenance or support for the download and use of the Application. To the extent that any maintenance or support is required by applicable law, the Company, not the Application Store, shall be obligated to furnish any such maintenance or support.

9. Third-Party Services

The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services.

You acknowledge and agree that the Company shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Services.

You must comply with applicable Third parties' Terms of agreement when using the Application. Third-party Services and links thereto are provided solely as a convenience to You and You access and use them entirely at your own risk and subject to such third parties' Terms and conditions.

12. Modification of this Agreement

Unless otherwise required by applicable laws, in which case we will make available changes to this Agreement in accordance with such laws, including providing you with requisite notice, the Company reserves the right, at the Company’s discretion, to change this Agreement on a going-forward basis at any time. Please check this Agreement periodically for changes. Revisions will be effective immediately except that, for existing Application users, material revisions will be effective as stated below.

If a change to this Agreement materially modifies your rights or obligations, You will be required to accept the modified Agreement in order to continue to use the Application. This Agreement will be identified by the most recent date of revision and will be effective immediately upon being made available through www.mtion.xyz or otherwise through the Application, except:

• (a) if any such modification materially alters your rights under this Agreement, the Company will attempt to notify You directly through a message sent to the email address You have provided to the Application, if any, or through a pop-up window or other notification when You access or use the Application;
• (b) such materially modified Agreement will be effective upon the earlier of your use of the Application with actual knowledge of the changes or thirty days after the changes are made available to You; and
• (c) no modifications to this Agreement will apply to any dispute between You and the Company that arose prior to the date of such modification.

Your use of the Application after modifications to this Agreement become effective constitutes your binding acceptance of such changes.

By continuing to access or use the Application after any revisions become effective, You agree to be bound by the revised terms. If You are dissatisfied with the terms of this Agreement or any modifications to this Agreement, then You agree that your sole and exclusive remedy is to discontinue any use of the Application.

13. Consent to Monitoring Communications on Live-Streaming Services

You acknowledge and agree that in the event where you make use the Application in connection with live-streaming services, including Twitch, YouTube, Kick, Bilibili (such services, collectively, “Live-Streaming Services”), you: (i) consent to us monitoring and making use of any communication and content on such Live-Streaming Services, including through your account on such services; (ii) represent and warrant that you have obtained all necessary consents, permissions, or otherwise has all requisite authority for us to do so and to otherwise make available the Application and related products and services to you (e.g., alerting individuals to the fact that communications and content on such Live-Streaming Services may be monitored by us).

14. Indemnification

You agree to indemnify and hold the Company and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the Application; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party; (d) User Content, including for clarity, that your User Content infringes the rights, including the intellectual property rights, of a third party; or (e) use of our Application in connection with any Live-Streaming Services or any claims by any individuals or persons that have participated in Live-Streaming Services where you have made use of our Application.

15. No Warranties

SOME JURISDICTIONS (INCLUDING QUEBEC) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, SO THE FOLLOWING DISCLAIMERS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law. To the extent any warranty exists under law that cannot be disclaimed, the Company, not the Application Store, shall be solely responsible for such warranty.

15. No Warranties

SOME JURISDICTIONS (INCLUDING QUEBEC) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, SO THE FOLLOWING DISCLAIMERS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law. To the extent any warranty exists under law that cannot be disclaimed, the Company, not the Application Store, shall be solely responsible for such warranty.

The Application is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, merchantable quality, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

16. Limitation of Liability

SOME JURISDICTIONS (INCLUDING QUEBEC) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, INCLUDING LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOLLOWING LIMITATION MAY NOT APPLY TO YOU.

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You for the Application or through the Application or 100 USD if You haven't purchased anything through the Application.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

You expressly understand and agree that the Application Store, its subsidiaries and affiliates, and its licensors shall not be liable to You under any theory of liability for any direct, indirect, incidental, special consequential or exemplary damages that may be incurred by You, including any loss of data, whether or not the Application Store or its representatives have been advised of or should have been aware of the possibility of any such losses arising.

17. Severability and Waiver

18. Product Claims

The Company does not make any warranties concerning the Application. To the extent You have any claim arising from or relating to your use of the Application, the Company, not the Application Store, is responsible for addressing any such claims, which may include, but not limited to: (i) any product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) any claim arising under consumer protection, or similar legislation.

19. Governing Law

Unless prohibited by applicable law, the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application. Your use of the Application may also be subject to other local, state, provincial, national, or international laws.

20. Entire Agreement

The Agreement constitutes the entire agreement between You and the Company regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between You and the Company.

You may be subject to additional terms and conditions that apply when You use or purchase other Company's services, which the Company will provide to You at the time of such use or purchase.