Legal

Terms of Service

Effective

October 30, 2025

Company

North Bay Opco I, Inc.

Contact

legal@microdose.fun

777 Brickell Ave, Suite 500 PMB 1074, Miami, Florida, USA

01

Parties; Acceptance; Changes

These Creator Terms of Service (the "Terms") are a binding agreement between North Bay Opco I, Inc. ("Microdose," "we," "us," or "our") and the individual or entity who creates a creator account ("Creator," "you"). By creating an account, ticking an acceptance box, or uploading/monetizing content, you accept these Terms and all policies incorporated by reference, including our Creator Privacy Policy and Copyright/DMCA Policy.

We may update these Terms from time to time. For material changes we will notify you by email or in-product at least 30 days before they take effect and apply them prospectively. Your continued use after the effective date constitutes acceptance.

02

Eligibility; Independent Contractor; Non-Union Representation

  • Eligibility: You must be 18+ and able to enter a binding contract. If you are entering for a company, you represent you have authority to bind that company.
  • Independent contractor: You are not our employee, agent, partner, or joint venturer. You are solely responsible for your taxes, insurance, and compliance with law.
  • Non-union representation: You represent and warrant that you are not a member of any labor union (e.g., SAG-AFTRA, WGA) or collective bargaining organization, that no collective bargaining agreement applies to your activities here, and that no union residuals/dues are owed.
03

Accounts; Security; Verification

Provide accurate registration information, keep it current, and safeguard your credentials. We may require KYC/identity checks, sanctions/AML screening, tax forms (W-9/W-8), and documentation of rights/releases.

04

Definitions

  • Gross Subscription Receipts (GSR): Subscription fees actually collected from end-users for Service access in a calendar month, excluding non-monetary consideration.
  • Marketplace Costs: Direct operating costs for delivering the Service, including payment processing fees, App Store/Google Play commissions, taxes, refunds/chargebacks, hosting/CDN costs, and more.
  • Net Subscription Revenue (NSR): GSR minus taxes, refunds/chargebacks, and Marketplace Costs.
  • Qualified Streaming Minutes (QSM): Bona fide, human-initiated minutes streamed by paying subscribers of Creator Content, excluding automated/bot traffic, self-streaming, and other invalid activity.
  • Creator Minute Share (CMS): Your QSM divided by total QSM for all eligible creator content for the month.
05

Payouts; Statements; Taxes

Formula: Payout = 0.20 × NSR × CMS

Paid within 30 days after month-end via our designated payment provider to your account, subject to successful KYC/tax status and a minimum payout threshold of US$50 (unpaid balances roll over).

Taxes: You are responsible for all taxes on your income. We may withhold as required by law and issue applicable forms (e.g., 1099-NEC or 1042-S).

06

Content; Rights; Licenses

  • Ownership:You retain ownership of content you upload ("Creator Content").
  • License to Microdose: You grant Microdose a worldwide, non-exclusive, transferable, sublicensable, royalty-free license to host, store, transcode, reproduce, adapt, publicly perform/display, distribute, and promote your Creator Content.
  • End-user license: You authorize us to grant subscribers a limited, non-transferable license to stream (not download or redistribute) your Creator Content.
07

Clearances; Prohibited Content

You represent you have all necessary rights, licenses, and releases. Your uploads must not:

  • Infringe or misappropriate IP or proprietary rights
  • Depict/exploit minors or contain illegal content
  • Include unlawful, violent, harassing, hateful, or doxxing material
  • Violate sanctions/embargoes or export controls
  • Contain malware, spam, or attempts to game metrics
08

Anti-Fraud; Measurement

You will not artificially inflate views or minutes (bots, scripts, incentivized loops, self-streaming). We may use automated and manual methods to detect invalid activity and exclude such minutes from QSM or withhold/recoup payouts.

09

DMCA/Copyright Policy

We respond to notices under 17 U.S.C. §512. If you believe your work was used without authorization, or your content was removed in error, email legal@microdose.fun. Repeat infringement may lead to termination.

10

Term; Suspension; Termination

These Terms begin upon acceptance and continue until terminated. Either party may terminate for convenience on notice; we may suspend or terminate immediately for breach, unlawful conduct, failed KYC/tax checks, or risk to users/Service.

11

Warranties; Disclaimers

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. We do not guarantee any minimum revenue, placement, or audience.

12

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MICRODOSE NOR ITS AFFILIATES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. OUR AGGREGATE LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF US$100 OR THE AMOUNTS PAID TO YOU IN THE 12 MONTHS PRECEDING THE EVENT.

13

Indemnification

You will defend, indemnify, and hold harmless Microdose from all claims, damages, losses, liabilities, costs, and expenses arising from your Creator Content, breach of these Terms, violation of law, or fraud.

14

Governing Law; Arbitration

These Terms are governed by the laws of the State of Florida. Any dispute will be resolved by binding arbitration administered by the AAA in Miami-Dade County, Florida. Class, collective, and representative actions are waived.

15

Mobile App Stores

This agreement is between you and North Bay Opco I, Inc., not Apple Inc. or Google LLC. For iOS apps, if the app fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price.

16

Miscellaneous

Assignment with consent (not unreasonably withheld), except we may assign to an affiliate or in a merger/asset transfer. Notices to legal@microdose.fun. These Terms constitute the entire agreement.

Example Payout Computation

If monthly GSR = $1,000,000; taxes/refunds = $60,000; Marketplace Costs = $240,000 ⇒ NSR = $700,000. If your CMS = 2.4% of QSM, then Payout = 0.20 × 700,000 × 0.024 = $3,360.