1. Definitions. For the purposes of this Agreement, terms and phrases will have the meaning given to them in this Annex 1, or elsewhere in the Agreement, as applicable: “ACH” means the US automated clearing house. “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling or controlled by, or under direct or common control with such Person or one or more other Affiliates of that Person (or a combination thereof); “Agreement” means the Master Mii.tv Platform Agreement to which this Annex 1 is attached, and any schedules, exhibits, attachments and addenda which are now or hereafter attached or supplemental to this Master Mii.tv Platform Agreement – and all references to this Agreement include this Agreement as amended, modified, supplemented or restated from time to time; “API Mii.tv Platform” means those services, as further set out in Sc he d ule “ A” , whereby Mii.tv and/or its licensors makes available to Client remote access to the features and functions of the Mii.tv API; “Applicable Laws” means any law, rule, statute, regulation, order, judgment, decree, treaty, directive or other requirement in force at any time during the Term in the jurisdiction where an order for products is dispensed and shipped from by Client or its affiliated dispensing facilities (as the case may be with respect to each item dispensed in a particular order) which applies to or is otherwise intended to govern or regulate the dispensing and shipping of pharmaceutical products. (For clarity and by way of an example, if a product in a given order was dispensed in Canada and shipped from Canada, then Canadian law would be the applicable law.) “Associations” means Visa and MasterCard, and any other credit card business operated through an association; “Background Intellectual Property” means all templates, development tools or other intellectual property developed or owned by a party, or provided to such party by any of its Affiliates, prior to entering into, or independently of, this Agreement; “Billing and Collection Fees” means those fees and expenses charged by Mii.tv, Processors, the Issuer, Associations, or parties contracted by either of them, responsible for the billing and collection of Customer Charges and any Charge Backs, as the case may be; “Broadcaster” means a User who uses the Mii.tv Platform to broadcast a video or live stream “Business Day” means any day except a Saturday, a Sunday and any statutory holiday observed in the Province of Ontario; “Carrier Billing” means transactions that are charged to consumers’ phone bill and settled to Mii.tv from the consumers’ telephone carrier “Charge Back” means a Customer Charge that is identified as being invalid or non- collectible after initial acceptance on account of fraud; lost, cancelled, unissued, or invalid account identification; an unresolved customer complaint; or other cause that results in the deduction of the Customer Charge from moneys otherwise payable by Customer; “Charge Back Reserve” means the reserves set up by Mii.tv, in its discretion, as an estimate of Charge Backs anticipated in respect of a Client or Client Offering, as the case may be; “Client Offering” means the products and/or services offered for sale by Clients; “Confidential Information” means and includes (i) the name of and other identifying information relating to a Person and such Person’s shareholders, directors, officers, employees, Affiliates, customers, clients, suppliers, agents or independent contractors, as well as any financial, health, domestic or other personal information on or with respect to any of the foregoing persons, (ii) any data or information that is competitively sensitive material, and not generally known to the public, including information about product plans, marketing strategies, finance, operation, customer relationships, customer profiles, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of person and such person’s Affiliates, customers, clients and suppliers, (iii) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords a Person a competitive advantage over its competitors, (iv) all confidential or proprietary concepts, documentation, reports, Data, specifications, computer software, source code, object code, flow charts, data bases, inventions, know- how, and trade secrets, whether or not patentable or copyrightable, and (v) all documents, inventions, substances, engineering and laboratory notebooks, drawings, diagrams, specifications, bills and materials, equipment, prototypes and models, and other tangible manifestation of the foregoing which now exists or come into the control or possession of a person, which must be identified as confidential prior to disclosure by such Person; “Customer” means the business or entity that is paying a broadcaster for goods and/or services “Customer Charge” means the amount to be charged for the goods and/or services products or services obtained by a Customer utilizing the Mii.tv Platform to complete a Mii.tv Transaction; “Data” means all information or data entered through the Mii.tv Solution, including without limitation, (i) Payment Data, (ii) Demographic Data, (iii) Personal Data, and (iv) such other data as set out in Schedule “ A” hereto for the Service subscribed for by the Client; “Demographic Data” means, with respect to any Client, aggregated information with respect to the general pool of Customer s who have initiated Mii.tv Transactions through such Client, and expressly excludes any Personal Data; “Ewallet” means Mii.tv’s proprietary ewallet “Fees” means the fees and rates payable by User to Mii.tv for the provision of the Mii.tv Platform; “Interactive Advertising Program” refers to programs that uses Mii.tv Platform to interact with customers via mobile devices to facilitate marketing and sales “User” means any user of the Mii.tv Platform (hh) “Issuer” means banks selected by Mii.tv to facilitate the provision of the Mii.tv Platform, from time to time, and its successors and assigns; (ii) “Marks” means Mii.tv trademarks (including trade names and Service Marks), marks, logos, symbols, copyrights or other proprietary information, or those of its Affiliates; (jj) “Mii.tv Platform” means the Mii.tv streaming social network, mobile ewallet and all or any of Mii.tv’s proprietary or patented technologies (kk) “Micro-Site” a transaction specific mobile webpage; (ll) “Mii.tv Account” means the Customer’s account at Mii.tv which includes Mii.tv Ewallet, real-time emulated debit, online chequing or Card information, as the case may be; (mm) “Mii.tv API” means Mii.tv and/or its licensor’s proprietary application programming interface, and its related tools and information that are made available by Mii.tv, which will interact with each Retailer’s mobile website; “Mii.tv Solution” means Mii.tv and/or its licensor’s proprietary Mii.tv mobile commerce solution, including the Mii.tv API; (oo) “Broadcaster Revenues” means that portion of net revenues actually received by the Broadcaster after all applicable Charge Backs, Charge Back Reserves, Service Fees, Billing and Collection Fees, Taxes, Expenses, and costs and expenses of like nature as set out in the fees table found at info.mii.tv/fees have been withheld or deducted therefrom; (pp) “Object Code” means the compiled version of a computer application and related configuration files, scripts and database schemas that can collectively be executed by a mobile device (i.e. smartphone or tablet or similar) and used by a Customer without further compilation or modification; (qq) “Parties” means Mii.tv and Client, and “Party” means either of Mii.tv or Client; (rr) “Payment Data” means all sensitive payment information regarding or relating to Mii.tv Transactions, including without limitation, credit card information or bank account numbers of a Mii.tv Account holder; (ss) “Payment Card” means either a credit card or debit card or pre-paid card or stored value card (tt) “Person” means an individual, partnership, limited partnership, limited liability company, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative or government authority [NTD: Long, should we add something to the effect “in the location where the dispensing takes place”?] or any agency or instrumentality thereof or any other entity recognized by Applicable Law; (uu) “Personal Data” means information about an individual who can be identified by the Person who holds that information; (vv) “Processing Mii.tv Platform” means those services which are necessary to process a Mii.tv Transaction in accordance with the Rules and Requirements of Law; (ww) “Processors” means a services provider contracted to provide Processing Mii.tv Platform in connection with Mii.tv’s Mobile Mii.tv Platform Programs, and in this Agreement, a Processor may be a services provider to Mii.tv; (zz) “Rules” means Associations’ rules and regulations relating to the issuance of Cards and the processing and other servicing of transactions thereunder, as amended, modified, supplemented or restated from time to time; (aaa) “Transaction Fees” means the fees charged by Mii.tv as more particularly defined in the fees table found at info.mii.tv/fees (bbb) “Mii.tv Platform” means the services to be provided by Mii.tv hereunder, as set out in Schedule “A” ; (ccc) “Sell Rate” means the minimum fees that will be charged by Mii.tv to Client or Customer for payment processing activities. Sell Rate Revenues will not be shared with the Consultant as set out in Schedule F attached hereto (ddd) “Settlement” means the movement and reconciliation of funds between Mii.tv and members of a System in accordance with the Rules; (eee) “Settlement Account” means the account maintained by Mii.tv and used for Settlement of all Mii.tv Transactions; (fff) “System” means Associations, Star, Cirrus, Plus and any other electronic payment network approved by or used by Mii.tv for Settlement of Mii.tv Transactions or matters incident thereto; (ggg) “Taxes” mean taxes, duties or charges, imposed by any federal, state, provincial, foreign Page 13 of 20 Client Initials: or local governmental authority relevant to the Mii.tv Platform, except those taxes based on Mii.tv’s income arising from this Agreement; (hhh) “Term” means the term of this Agreement as set forth in Section 14 and includes the renewal term as applicable.