Descriptions of Site Service Offering

Ubi is an online video service which allows users to watch television programming, movies, independent film content and original programs across multiple broadband connected devices. The Site enables you to search for a wide variety of media programming content provided by third parties (i.e. Hulu, Crackle, CNBC, and others) as well as original content produced and hosted by Ubi (and its technology affiliates, including but not limited to, Amazon Web Services). Should your search query results contain content that is not available on Ubi, the site will guide you to the source offering the programming online so that you can view the content of interest.

Users access video content via our proprietary electronic programming guide comprised of channels and show tiles that are manually and dynamically generated based upon user preferences. The Site also allows you to make connections with other users, through internal messaging and external sharing mechanism that work conjunction with social networks, such as, Facebook and Twitter.

Access and Usage

You must be at least 13 years of age to register as member of the Site. If you are under 13 years of age, there is particular content to which you won't have access. Furthermore, you should sign up with an adult's supervision. Once you are 13 years of age, we would be more than happy to you have you as a member.

Having a Ubi Account

Some functions of the Site require registration as a member by selecting a unique user identification name ("User ") and password, and by providing certain personal information. If you select a User ID that Ubi, in its sole discretion, finds offensive or inappropriate, Ubi has the right to suspend or terminate your account. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You agree that the information you provide to Ubi on registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If you have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, password, or any credit, debit or charge card number, if applicable), then you agree to immediately notify Ubi at privacy @myubi.tv

Privacy Policy

See Ubi's Privacy Policy for information and notices concerning Ubi's collection and use of your personal information. Privacy questions and concerns can be addressed at privacy@myubi.tv.

Ownership

The Site is owned and operated by Motown Initiative, Inc. The Site's visual interfaces, design, computer code (including source code or object code), as well as certain contents (that are noted as Ubi originals) are all property of Ubi (the "Materials") and are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All content derived from external web sources are solely owned by the respective source. Ubi is no way hosts any content that it does not have rights to. All Materials contained on the Site are the property of Ubi or its subsidiaries or affiliated companies and/or its licensors. Except as expressly authorized by Ubi or its licensors, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials on the Site. You also agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the contents provided by external web sources through our electronic programming guide found on the Site. Ubi, its subsidiaries or affiliated companies and/or its licensors reserve all rights not expressly granted in these Terms. Ubi grants you a limited license to access and make personal, non-commercial use of the Site subject to these Terms. Except for this limited right to access the Site, Ubi and its licensors own and retain all rights to the Materials and to the Site.

Downloads

Ubi and its licensors may make certain software and other viewable content available to you for download from the Site. All such software or other content that you download shall be subject to the terms and conditions included with such software or content or otherwise presented to you at the time of download. Ubi and its licensors reserve the right, at our discretion, to change, modify, remove or discontinue any content or services available on the Site at any time. Furthermore, any video content that is not paid for will not be accessible via download and should for no reason be download via the Site.

Third Party Sites

The Site includes links or references to other web sites or services. No inference or assumption should be made that Ubi operates, controls, or is otherwise connected with these websites. When you click on a link within the Site, we will not warn you that you have left the Site and you are subject to the terms and conditions (including privacy policies) of the destination website. In some cases it may be less obvious than others that you have left the Site and reached another website. Please be careful and read the terms of use and privacy policy of any website before you provide any confidential information or engage in any transactions. You should not rely on these Terms for another website. Ubi has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. By using the Site, you assume all responsibility for and assume all risk arising from your use of any such websites, and you expressly relieve Ubi from any and all liability arising from your use of such websites.

Third Party Content

Ubi is not a user generated content ("UGC") destination site, but will allow it's user to access such content through our framework. Members of Ubi who may have posted, uploaded, published, submited or transmited text, graphics, images, information or other materials to be made available through a third party the site and has expressly accessed these content through our framework cannot be protected under Ubi's privacy policy and or terms of use. By accessing any UGC through the Site via favorites, links or preset functions and its related services, that you knowingly upload, publish, submit or transmit to a third party site that infringe, misappropriate or violate any member, individual, a third party's copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation is subject to member revocation and prosecution.

Third Party Content

Ubi is not a user generated content ("UGC") destination site, but will allow it's user to access such content through our framework. Members of Ubi who may have posted, uploaded, published, submited or transmited text, graphics, images, information or other materials to be made available through a third party the site and has expressly accessed these content through our framework cannot be protected under Ubi's privacy policy and or terms of use. By accessing any UGC through the Site via favorites, links or preset functions and its related services, that you knowingly upload, publish, submit or transmit to a third party site that infringe, misappropriate or violate any member, individual, a third party's copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation is subject to member revocation and prosecution.

You Agree to the Following

By using the Site you agree not to:

• Use the Site for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
• Post, submit or transmit via Ubi's framework information to third party sites or other member's profiles which: (i)infringes, misappropriates or violates Ubi's or a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) is fraudulent, false, misleading or deceptive; (iii) is defamatory, obscene, pornographic, vulgar or offensive; (iv) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (v) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vi) promotes illegal or harmful activities or substances (including but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances);
• Disrupt, circumvent, or interfere with any part of the Site; forge or modify any data processed or distributed by the Site; or use an automated process to cause greater demand on the Site than a single person could produce;
• Alter, modify, delete, or otherwise interfere with or in any manner compromise any content, programming, advertising, services and/or features contained on or through the Service, including, without limitation, the Site's advertising and/or content delivery and display functionality;
• Register as a member of the Site if you are under the age of 13 years old;
• Use the Site, or any features therein, for any commercial use, without the prior written authorization of Ubi. Prohibited commercial uses include, but are not limited to, any of the following actions: (i) sale of access to the Site or its related services on another website; (ii) use of the Site or its related services, for the primary purpose of gaining advertising or subscription revenue; (iii) the sale of advertising, on the Site or any third-party website, targeted to the content of the Site and (iv) and any use of the Site or its related services that Ubi finds, in its sole discretion, adversely affects Ubi or the Site;
• Use or launch any automated system, including without limitation, "bots," "spiders," or "offline readers," that accesses the Site;
• Collect or harvest any personally identifiable information, including account names, from the Site; and
• Encourage or enable any other individual to do any of the foregoing.

Terms of Violation

You acknowledge that Ubi has no obligation to monitor your access to or use of the Site or to review or edit any comments or arguments, but has the right to do so for the purpose of operating the Site to ensure safety of its members, employees, investors, board and officers and to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Ubi reserves the right, at any time and without prior notice, to remove or disable access to any account that Ubi, in its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Site or its related services. Ubi may involve and cooperate with law enforcement authorities in prosecuting Users who violate these Terms. Ubi may, in its sole discretion, and without penalty, terminate any account (or any part thereof) you may have with Ubi or your use of the Site and remove and discard all or any part of your account or User ID at any time. Ubi may also in its sole discretion and at any time discontinue providing access to the Site, or any part thereof, with or without notice. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Ubi may have at law or in equity.

Imdemnification

You agree to defend, indemnify, and hold Ubi, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees, arising out of or in any way connected with your access to or use of the Site, or your violation of these Terms.

Disclaimers

The Site and any other materials contained on or provided through the Site are provided "AS IS". Ubi expressly disclaims warranties of any kind, either expressed, statutory or implied. Without limiting the foregoing, Ubi does not make any warranties of fitness for a particular purpose or non-infringement, or that the Site will be uninterrupted, free of viruses and other harmful components, accurate, error-free or reliable. Ubi does not make any warranties about the materials or the contents of any third party websites linked to this Site and assumes no responsibility for any of the foregoing. You are solely responsible for all of your communications and interactions with other users of the Site and with other persons with whom you communicate or interact as a result of your use of the Site. Ubi does not screen or inquire into the background of any users of the Site, nor does Ubi make any attempt to verify the statements of users on the Site.

Limitations

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE REMAINS WITH YOU. IN NO EVENT SHALL UBI OR ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND SUPPLIERS (COLLECTIVELY, THE "UBI PARTIES"), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE SITE (INCLUDING ANY INFORMATION, PRODUCTS, OR SERVICES ADVERTISED IN, OBTAINED ON OR PROVIDED THROUGH THE SITE) OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY (INCLUDING NEGLIGENCE), EVEN IF THE UBI PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

Other Notable Information

The failure of Ubi to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Ubi. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Governing Law

These Terms will be governed by and construed in accordance with the laws of the state of Michigan, without giving effect to any principles of conflicts of law. Any action brought by you against Ubi arising out of these Terms shall be brought exclusively in the courts located in the State of Michigan, and any action brought by Ubi against you arising out of these Terms shall, at the election of Ubi, be brought in either the courts located in the State of Michigan, or the applicable courts of the jurisdiction in which you reside. You and Ubi hereby consent to, and irrevocably submit yourselves to, the exclusive personal jurisdiction and venue of such courts. You further agree not to bring claims on a representative, class member basis, or as a private attorney general.

Agreement Conclusion

These Terms, the Privacy Policy and Guidelines constitute the entire agreement between you and Ubi relating to the subject matter herein (but exclude any services, if any, that Ubi may provide to you under a separate written agreement), and completely replaces any prior agreements between you and Ubi in relation to the Site. It may not be amended or varied by you except in a writing, signed by Ubi. For these purposes a signature may not include an electronic signature.

Terms of Agreement Modification

Ubi reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time. If we modify these Terms, we will post the modification on the Site. We will also indicate when such terms are effective at the top of the page. Your continued use of the Site after the posting of changes constitutes your binding acceptance of such changes. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site.