DISRUPTED LOGIC INTERACTIVE INC. – TERMS OF SERVICE AGREEMENT

DISRUPTED LOGIC INTERACTIVE INC. (“DISRUPTED”, “DISRUPTED LOGIC”, “DISRUPTED LOGIC INTERACTIVE”, “DLI”, “ctalyst”, “ctalyst® “, “DISRUPTED NETWORK”, “DISRUPTED PLATFORM”, “ctalyst® NETWORK”) WELCOMES YOU (“ADVERTISER”, “PUBLISHER”, “DEVELOPER”, “CONTRIBUTOR”, “CONTENT OWNER”, “CONTENT CREATOR”, “YOU”, “YOUR”) TO THE DISRUPTED SERVICES (“DISRUPTED SERVICES”, “DISRUPTED ADVERTISER SERVICES”, “DISRUPTED PUBLISHER SERVICES”, “ctalyst® NETWORK”). BEFORE USING THE DISRUPTED SERVICES, PLEASE CAREFULLY READ THESE TERMS OF SERVICE AGREEMENT (“TERMS OF SERVICE”, “TOS”, “AGREEMENT”). BY CLICKING A BUTTON AND OR BOX TO INDICATE YOUR ACCEPTANCE OR BY REGISTERING FOR ONE OR MORE OF THE DISRUPTED SERVICES (INCLUDING WITHOUT LIMITATION THE DISRUPTED AD MONETIZATION SERVICES AND THE DISRUPTED ANALYTICS SERVICES), OR BY EXECUTING AN INSERTION ORDER (“IO”), OR BY MAKING AD AND OR PRODUCT PLACEMENTS AVAILABLE AND OR DISPLAYED, OR BY INSTALLING THE API (“API”, “SDK”, “PLUGIN(S)”), OR OTHER FORM THAT REPRESENTS THESE TERMS OF SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, ACCEPT, AGREE TO BE BOUND BY, AND ARE AUTHORIZED TO BIND THE ENTITY ON WHOSE BEHALF YOU ARE ENTERIING INTO THIS AGREEMENT TO: (A) THESE TERMS OF SERVICE; AND (B) ALL TERMS, POLICIES AND GUIDELINES EXPRESSLY INCORPORATED AND OR REFERENCED HEREIN, INCLUDING BUT NOT LIMITED TO: (i) THE PUBLISHER GUIDELINES; (ii) THE ADVERTISER GUIDELINES; (iii) THE CONTRIBUTOR GUIDELINES; AND (iv) THE APPLICABLE TERMS OF THE DISRUPTED LOGIC PRIVACY POLICY LOCATED AT HTTP://CTALYST.COM/PRIVACY-POLICY/ (THE “PRIVACY POLICY”) AND OR HTTP://DISRUPTEDLOGIC.COM/PRIVACY-POLICY/; EACH AS UPDATED FROM TIME TO TIME, AND WHICH ARE HEREBY INCORPORATED INTO AND MADE PART OF THIS TERMS OF SERVICE AGREEMENT BY REFERENCE (IN ALL CASES INCLUDING SUCH OTHER URLS AS DISRUPTED MAY PROVIDE FROM TIME TO TIME). YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY ON WHOSE BEHALF YOU ARE ENTERING INTO THIS THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, THEN YOU MUST NOT ACCEPT THESE TERMS OF SERVICE AND MAY NOT USE THE DISRUPTED SERVICES. YOUR USE OF THE DISRUPTED SERVICES IS CONDITIONED UPON YOUR ACCEPTANCE OF THESE TERMS OF SERVICE WITHOUT MODIFICATION. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE YOU MAY NOT USE THE DISRUPTED SERVICES.

Table of Contents:

DEFINITIONS

ADVERTISERS

ADVERTISING SERVICES

LICENSE

SERVICE CIRCUMVENTION; COMPETITIVE SERVICES

PAYMENT TERMS; REPORTING

AD CANCELATION POLICY

FRAUD

CONTENT

PROHIBITED CONTENT

USE OF BRAND

COMPLIANCE WITH LAWS; MISUES OF ADVERTISING SERVICES

PUBLISHERS

                PUBLISHER SERVICES

                PUBLISHER OBLIGATIONS

                PROHIBITED CONTENT

                IN-HOUSE CONTENT

                PAYMENTS

                AD MONETIZATION SERVICES

API

                ACCOUNT AND REGISTRATION

                LICENSE

                NO IMPLIED RIGHTS

                DEVICE DATA

                OWNERSHIP

                SUPPORT, UPGRADES

3D MODELS

                ROYALTY FREE LICENSE – USE

                                OWNERSHIP

                                RIGHTS GRANTED

                                RIGHTS GRANTED WHEN USING AND OR SHARING 3D MODELS

                                EDITORIAL AND OR COMMERCIAL USE RESTRICTIONS

                                OTHER-PARTY INTELLECTUAL PROPERTY

                                CREATIONS OF COMPUTER GAMES, MOTION PICTURE AND SOFTWARE APPLICATIONS

                                UNAUTHORIZED USE

                                LICENSE TERM AND TERMINATION

                                LIMITATION OF LIABILITY

                ROYALTY FREE LICENSE – CONTRIBUTION

                                OVERVIEW

                                OWNERSHIP OF CONTENT

                                COMMERCIAL USE

                                CONTENT

                                USAGE RESTRICTIONS

                                CONTENT SUBMISSION GUIDELINES

                                COMPENSATION

                                COPYRIGHT INFRINGEMENT CLAIMS

                                REPRESENTATIONS AND WARRANTIES

MARKETING

RESERVATION OF RIGHTS

COMPLIANCE WITH LAWS

DATA

OWNERSHIP

CONFIDENTIALITY

TERMINATION

REPRESENTATIONS, WARRANTIES AND COVENANTS

INDEMNIFICATION

DISCLAIMERS

LIMITATION OF LIABILITY AND DAMAGES

EXPORT CONTROLS

GOVERNING LAW AND JURISDICTIONS

DISPUTE RESOLUTION/ARBITRATION

FEEDBACK

NOTICES

MISCILLANEOUS

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Disrupted and You hereby agree as follows:

DEFINITIONS

Capitalized terms not otherwise defined herein shall have the meanings set forth below:

“3D Models” is the collection of one or more digital files, packaged in the form of a downloadable asset on the Site that can be identified by a product ID. 3D Models may include texture maps, photographs, imagery, materials, shaders, shapes, vector graphics, and other media components.

“3D Model Catalog” is the product page or interface that displays the 3D Models available for download and use from the Site.

“Account Configuration” means the selections made by an Advertiser and or Publisher in creating and configuring its ctalyst® Account.

“Action(s)” means any action(s) for which Advertisements provide rewards or incentives to Users, including, but not limited to, completion of specified actions within third-party applications or on specified URLs, interaction with video content, interaction with game content, transmitting messaging, etc.

“Account Owner” means the owner of record of an account or a party whom the owner of record has authorized to access and manage that account.

“Ad Unit” means any of the advertising units offered by Disrupted’s ctalyst® network, including but not limited to Dynamic, Static, Interactive and Product Placements, through which Advertisements are provided to and or displayed in Applications.

“Additional Services” has the meaning set forth below.

“Advertisement(s)” means an advertisement, offer, promotion, and or the like presented or delivered by Disrupted through the Ad Monetization Services including, without limitation, the advertising content, graphics, format, audio, video, sequence, etc.

“Advertiser” means a third-party advertiser that creates and displays Advertisements to Users via Ad Units via the Disrupted Services.

“Advertising Revenue” means amounts actually paid to Publishers and received and recognized by Disrupted based on the Ad Monetization Services, less deductions for Network and Account Expenditures.

“Ad Monetization Services” has the meaning set forth below.

“Ad Monetization Services Data” means data generated via User interaction with or otherwise in connection with the Ad Monetization Services. See Privacy Policy for details.

“Aggregate(d)” means individual data(s) that is combined to provide collective information.

“Analytics Services” has the meaning set forth in below.

“Analytics Services Data” means all data made available to or otherwise accessed by Disrupted by or in connection with an Advertiser’s account and or Publisher’s Applications and used by Disrupted Logic to provide the Analytics Services to Advertiser and Publisher, including but not limited to data relating to User interaction with the Applications.

“API” or “Application Programming Interface” means the software (source and/or object code), applications, sample code, tools, libraries, SDKs, data, files, plug-ins, documentation and other materials, including updates or upgrades, made available through the ctalyst® download page located within your account under APIs and Tokens or at such other URLs as provided by Disrupted from time to time.

“API Client” means the system of (a) software that can access or communicate with Disrupted’s servers using the Disrupted API Specifications (the “Disrupted API Primary Client”), and or (b) software that can communicate Disrupted API data with that Disrupted API Primary Client, directly or indirectly.

“API Specifications” means all information and documentation Disrupted provides specifying or concerning the Disrupted API specifications and protocols and any Disrupted supplied implementations or methods of use of the Disrupted API.

“Application(s)” means the Publisher application(s) selected by Publisher in connection with the Disrupted Services, including any successor titles, updates and title changes.

“CPA” means Cost Per Action, whereby an interaction or engagement from a User is counted as one interaction.

“CPM” means Cost Per Mille, whereby one CPM represents 1,000 views of an advertisement.

“Communicate” means that two software applications, directly or through any other software can transfer data in one or both directions by any means, regardless of the mechanism or semantics of the communication and even if the communication mechanism is on traditionally considered a communication mechanism between two separate software applications.

“Computer Game” means a type of Media Creation that includes but is not limited to digital games, computer-based games, handheld electronic games, mobile games, online games, social games, game mods, casino games and console based games.

“Coupon” means a voucher or form delivered within content as a result of a User interaction or engagement that entitles the User to a discount for a particular product or an offering on particular goods or services.

“ctalyst® Platform” or “ctalyst® network” means the Disrupted Services, together with the Advertiser and Publisher tools and interfaces on the Disrupted websites, which collectively allow the Advertiser and Publisher to use and configure the Disrupted Services.

“Data” means, collectively, the Disrupted Services Data, Ad Monetization Services Data, Analytics Service Data, Usage Data, Derivative Data and Reports.

“Derivative Data” means data and analyses synthesized by the Disrupted Services using the Data.

“Developer Token” is the unique Disrupted API passkey issued to you by Disrupted upon successful sign-up with the ctalyst® network.

“Disrupted Services” means one or more of the Ad Monetization Services, Analytics Services and Additional Services.

“Download” is the acquisition of a digital file by you from the Site, under this agreement.

“Dynamic Ad” is an ad unit generally in the form of a billboard or display space that is shared on a dynamically changing basis over of a certain number of seconds with other advertisers and presents multiple offers from which Users may select to engage with one or more Advertisement(s).

“Engagement(s)” means any action(s) for which Advertisements provide rewards or incentives to Users, including, but not limited to, completion of specified actions within third-party applications or on specified URLs, activation of third-party services, participation in surveys, interaction with video content, transmitting messaging, etc.

“Exchange Services” has the meaning set forth below.

“Exclusive” and “Exclusivity” means with respect to the applicable Ad Unit, that Advertiser and or Publisher will engage and maintain Disrupted as the exclusive provider of said Ad Unit for the Application(s).

“First Call” means, with respect to the applicable Ad Unit, Publisher’s commitment to engage Disrupted as the first advertising provider from which Publisher will request an Advertisement for each ad impression opportunity in an applicable Application (i.e., Disrupted shall be the advertising provider whose Advertisements have priority over all other Advertisements, including those from competing third-party advertising providers).

“Guidelines” has the meaning set forth in the first paragraph above.

“IAP Data” means all Publisher or User data regarding individual In-App Purchase transactions.

“Imagery” is a creation made of any single image or sequence of images.

“In-House Advertising” means the interface and solutions that allow Publisher to cross-promote within an Application other applications or properties owned and controlled by such Publisher.

“Interactive Ads” are Ad Units that can be either Dynamic, Static or Product Placement ads that provide an in-content reward for a user’s engagement and or interaction, and a real-world reward for a user’s engagement and or interaction.

“Interactivity(s)” means any action(s) for which Advertisements provide rewards or incentives to Users, including, but not limited to, completion of specified actions, interaction with content, etc.

“Interstitial,” “Full Screen Interstitial,” or “FSI” means the Ad Unit that is automatically displayed to the User upon occurrence of a defined event within the Application.

“Inventory” means the number of advertisements, or amount of ad space, and the types of ad spaces, a publisher has made available within their content to the ctalyst™ network.

“Media Content” means any digital media content which is produced, distributed and made available through the ctalyst® platform.

“Media Creation” means media content.

“MAU” means monthly active users.

“Network and Account Expenditures” means direct and indirect expenses attributable to account acquisition and management, including but not limited to network-related expenses, adjustments and charge-backs, taxes, uncollected amounts, agency and partner fees and expenses, marketing credits, referral fees, and payment processing fees.

Offerwall” means the ctalyst® Ad Unit that presents multiple offers from which Users may select to engage with one or more Advertisement(s).

“Order Summary” means, where applicable, the ctalyst® Order Summary incorporating by reference these Terms of Service and summarizing the details of the Disrupted Services engaged by Advertiser and or Publisher.

“PLUGIN(S)” means the software (source and/or object code), applications, sample code, tools, libraries, APIs and or SDKs, data, files, documentation and other materials, including updates or upgrades, made available through the ctalyst® download page located within your account under APIs and Tokens or at such other URLs as provided by Disrupted from time to time.

“Privacy Policy” has the meaning set forth in the first paragraph above.

“Product Placement Ad” is an ad unit in the form of a product, 3D Model, object, billboard or display space that can represent a specific brand or product and presents offers from which Users may engage and interact with and select to engage with one or more Advertisement(s).

“Product Page” is the product page or interface that displays 3D Models available use and download from this Site.

“Report(s)” means a compilation of any requested information, which may include Data, Usage Data or Derivative Data, provided to Advertiser and or Publisher in connection with the Disrupted Services, and or the Analytics Services, respectively.

“Registration” is the creation of an account on the Site.

“Revenue Share” means a percentage of Advertising Revenue payable to Publisher.

“SDK” or “Software Development Kit” means the software (source and/or object code), applications, sample code, tools, libraries, APIs, data, files, plug-ins, documentation and other materials, including updates or upgrades, made available through the ctalyst® download page located within your account under APIs and Tokens or at such other URLs as provided by Disrupted from time to time.

“Site” refers to the Disrupted Logic website(s), including ctalyst® and all pages contained within.

“Static Ad” is an ad unit generally in the form of a billboard or display space that solely displays one offer from which Users may select to engage with one Advertisement(s).

“Transaction Summary” means, where applicable, the ctalyst® Order Summary incorporating by reference these Terms of Service and summarizing the details of the Disrupted Services engaged by Advertiser and or Publisher.

“Usage Data” means all data relating to Advertiser’s and Publisher’s use of the ctalyst® network, whether collected by Disrupted Logic directly or provided by Advertiser and or Publisher to Disrupted.

“Use” of Disrupted API means (a) the use of the mark-up language described in the Disrupted API Specifications to (1) access Disrupted’s servers through the Disrupted API, (2) send information to Disrupted using the Disrupted API, or (3) receive information and or data and or advertisements and or textures and or other such data and or files related to the Disrupted Service in response to Disrupted API calls; and or (b) distributing or developing a Disrupted API Client.

“User” means the end user who views, uses or otherwise engages with an Application or Media Creation.

“White Label” means an interface that has been provided by Disrupted to an Advertiser that allows the Advertiser to rebrand their own interface to appear as though they had made it and to interconnect with the Disrupted Services.

ADVERTISERS

1         ADVERTISING SERVICES

1.1   Advertiser and Disrupted shall mutually agree upon the terms of a contracting mechanism including but not limited to an insertion order (referred to herein as an “Insertion Order” or “IO”) setting forth the details of the advertising campaign, which may include among others: the type and quantity of ad placements, the rate price per ad placement, the rate price, type and quantity of coupon placements, the creative look and or creative copy, the campaign start and end dates, etc., and which shall incorporate these Terms of Services.

1.2   Advertiser will deliver the Advertisements and all Creatives, as defined below, in accordance with the applicable technical specifications provided by Disrupted and Disrupted will make commercially reasonable efforts to serve the Advertisements to the ctalyst® inventory (defined below) in accordance with the applicable Insertion Order (the “Advertising Service”). As between the parties, the Advertiser is solely responsible for any and all costs Advertiser incurs for the production and delivery of the Advertisements and all Creatives in accordance with the aforementioned technical specification and for any programming undertaken by Advertiser related thereto. Advertiser is solely responsible for the content of any Advertisement and adhering to Disrupted’s strict guidelines governing ratings, content descriptors, targeting of ads to appropriate demographics, and prohibited content, and Disrupted will not make modifications or alternations thereto without Advertiser’s prior written consent except as required for or otherwise incidental to any technical implementation by Disrupted of an Advertisement.

1.3   Advertiser shall have the ability to select a particular implementation and or modification of the Advertising Service through the ctalyst® dashboard as provided through the ctalyst® website (the “ctalyst® Dashboard” and “ctalyst® website”). Advertiser may use the ctalyst™ Dashboard to specify the requirements of a particular advertising campaign, including the payment and purchase of the campaign, the campaign start and end dates, and targeting options for delivery of Advertisements. Advertiser acknowledges that targeting options for delivery and placements of ads are not guaranteed. To this end, Disrupted shall not be liable for sums spent by Advertiser which provide less than or more than the intended delivery options. By way of example, if Advertiser sets a campaign, it may be necessary for Disrupted to deliver Advertisements quicker or slower than intended, for Disrupted to deliver Advertisements to a target different than that chosen by the Advertiser, for Disrupted to utilize its internal targeting mechanisms and softwares to deliver Advertisements to a target different than that chosen by the Advertiser, and that not all Advertisements will result in conversions, interactions and or engagements. Advertiser acknowledges that placement and promotion of Advertisements shall be, as between the parties, at Disrupted’s discretion.

2         LICENSE

Advertiser hereby grants to Disrupted the worldwide, non-sublicenseable (except to the extent required by Disrupted to fulfill the purposes hereof), non-exclusive, royalty-free, fully paid up, right and license to use, serve, copy, reproduce, distribute and display, in any medium now known or hereafter developed, the advertisements and all related content, materials and metadata, including but not limited to trademarks and logos and url’s, submitted by Advertiser to Disrupted (collectively, “Advertisement(s)”), along with the data referenced below.

3         SERVICE CIRCUMVENTION; COMPETITIVE SERVICES

3.1   Advertiser acknowledges the unique value of using the Disrupted Services to access the various types of advertising placement inventory provided by publishers in the ctalyst® network (the “ctalyst® Publishers” or “Publishers”). To this end, Advertiser will not (a) modify or interfere with the Advertising Services, including but not limited to systems for calculating conversions and or other analytics; or (b) knowingly bypass or circumvent the Advertising Services, including but not limited to engaging directly with such ctalyst® Publishers to access their advertising inventory during the term of this Agreement. By way of example, and without limiting the generality of the foregoing, Advertiser shall not create or attempt to create a linking or other arrangement circumventing the Advertising Services such that Disrupted is unable to fully track, monitor and or monetize the delivery and or conversion of ads and other events that are the basis for calculating payments and or performance.

3.2   Advertiser acknowledges that the Advertising Services is not available to entities that run, provide, enable or promote similar advertising services, whether for themselves or for others. Advertiser represents, warrants and covenants that it is not such an entity and that it shall not act, directly or indirectly, on its own behalf of a third party, in such a capacity during the term of this Agreement.

4         PAYMENT TERMS; REPORTING

4.1   Advertiser will pay Disrupted for all campaigns in advance. Advertiser acknowledges that campaigns and campaign performance are not guaranteed and that no refund or reimbursements or pro-rated reimbursements shall be made whatsoever for any reason. The ctalyst® network will be the exclusive system of record for all reporting, analytics and calculations. For purposes of calculations, Disrupted shall measure an unlimited period of time for campaigns using either Cost Per Mille (“CPM”) or Cost Per Action (“CPA”) measurements up until such a point that the purchased ads have been placed, the campaign has expired, or the campaign has been stopped or otherwise cancelled or ended. Measurements will be provided in both an aggregate form (all campaigns combined) and an individual campaign form.

4.2   Without waiver to such payment obligation, if Advertiser, in good faith, disputes any amount paid and or due, then Advertiser shall provide notice to Disrupted within ten (10) days of the invoice date. Advertiser acknowledges and agrees that failure to notify Disrupted of disputed amounts within said 10-day time period shall be deemed acceptance of the applicable invoice and waiver of any right to dispute the invoiced amount. Disrupted Logic reserves the right to charge, and Advertiser agrees to pay, interest on amounts due but not paid in the time frame set forth above an amount equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by applicable law. Pre-paid account balances are non-refundable and will be reduced to offset amounts owed as they are incurred, and Advertiser hereby consents to such right of offset. For all other amounts requiring adjustments, in lieu of cash payments, Disrupted reserves the right to offer marketing credits in the form of non-monetizable and non-transferable credits issued for promotion through the Disrupted Services. Such credits, if any, shall be Advertiser’s sole and exclusive remedy regarding any claim asserting non-fulfillment, in whole or in part, of an Insertion Order. All billing and transaction times referenced in the Agreement are on Coordinated Universal Time, Pacific Standard Time. All amounts shall be invoiced and paid in United States dollars and do not include taxes or tax withholdings that may be assessed by any jurisdiction or transmission fees that may be assessed by both Disrupted’s and Advertiser’s banking institution, each of which shall be Advertiser’s sole responsibility. If withholding taxes or other taxes are imposed by any jurisdiction on the transactions made pursuant to this Agreement, Advertiser will promptly pay such taxes to ensure that Disrupted receives the full amount invoiced to Advertiser without offset or deduction. Upon payment of such taxes, Advertiser will furnish to Disrupted the applicable receipts and/or certificates regarding such remittances as soon as reasonably practicable and in any case within five (5) business days of written request.

4.3   Disrupted Logic shall provide Advertiser with all reporting required in order to satisfy the requirements of the Disrupted Services, including reporting used to calculate balances remaining on campaigns.  To this end, Disrupted shall use all tracking and other technology reasonably required by Disrupted Logic including, as applicable, the Disrupted API and or third party mechanisms.  If a third party mechanism or technology is used, then Disrupted shall provide Advertiser with the information necessary to access applicable data made available therefrom.  Such reporting shall be made available to the Advertiser through the ctalyst® network Dashboard and Analytics panels, accessible within the Advertiser’s ctalyst® account.

4.4   Disrupted Logic makes an API available to those Advertisers (“Exchange Services”) who represent many clients and wish to “white label” such a provision. If Advertiser intends to integrate to the ctalyst® network by using the API, it shall obtain such API from within their ctalyst® account.  Advertiser shall comply with all license requirements provided in connection therewith and shall always integrate the then-current and most up to date version of the API.

5         AD CANCELLATION POLICY

Either party may cancel an Ad placement at any time, without penalty, before the completion of payment for the placement. If an Advertiser cancels (“Cancels” or “Stops”) an ad after completion of payment and or upon or after the commencement of placement, the Advertiser will only be permitted to “stop” the continued distribution of remaining placements.  Cancelled Ads will cease serving within 8-24 business hours and Advertiser remains obligated for the entire cost of the campaign regardless of the cancellation. Advertiser acknowledges that no refund or reimbursements or pro-rated reimbursements shall be made whatsoever for any reason.

6         FRAUD

The success of the ctalyst® network is dependent upon its reputation and reliability. Disrupted Logic employs various automated, computer-driven and manual systems designed to detect and filter potentially fraudulent or invalid activity, but such systems cannot guarantee detection of all potentially suspect activity. Accordingly, Advertiser is responsible for identifying and reporting any such alleged activity to Disrupted as soon as possible and, in any case, within thirty (30) days from the date of receipt the applicable invoice. Advertiser shall timely notify Disrupted in writing of any such activity by emailing fraud@disruptedlogic.com and shall receive an acknowledgement email from Disrupted Logic within 5 business days. If no such acknowledgement email is received, notice must be in writing, post-marked within thirty (30) days from the date of receipt of applicable invoice, and delivered by registered mail to the following address:

Disrupted Logic Interactive Inc.
Suite 210 – 8120 138th Street
Surrey, BC
Canada  V3W 1R1

7         CONTENT

Advertiser acknowledges and agrees that Disrupted Logic is not responsible and has no liability whatsoever for the Advertisements, the content of the Advertisements, or any content with which the Advertisements may be associated through any properties, and that Disrupted has no obligation to monitor the foregoing. Advertiser is solely responsible (and assumes all liability and risk) for determining whether or not such content is appropriate or acceptable. Notwithstanding anything to the contrary stated in the Agreement, Disrupted reserves the right at its discretion and without notice, to remove or refuse to distribute any Advertisement through the Disrupted Services or any content associated therewith. Advertising content that violates Disrupted’s policies and or the policies of ctalyst’s Publishers will be suspended and removed without notice and without refund or reimbursement.

8         PROHIBITED CONTENT

8.1   Adult Content. Interpretations of adult or mature content vary across countries and cultures. Disrupted Logic wishes to protect the quality of the ctalyst® experience and ensure a healthy and safe global advertising ecosystem. Advertising that you wouldn’t want a child to or you would be embarrassed or uncomfortable viewing in front of professional colleagues should not be placed.

8.2   Hateful, Derogatory, Inciting Content. Disrupted believes in the right to freedom of expression, but recognizes the need and responsibility to protect the quality of the ctalyst® experience for all users. Advertising that contains harassing or bullying content, that incites hatred or promotes violence against individuals or groups, that is based on and or biased for or against race or ethnic origin, religion, disability, gender, age, veteran status, or sexual orientation/gender identity are not permitted.  Ads that appear within or on content that incites or advocates harm or hate towards an individual or group are not permitted on the ctalyst® network.

8.3   Copyright. You may not place ads which contain and or are copyrighted materials of others without the written permission and legal right to do so.

8.4   Drugs and Drug Related. Disrupted prohibits ads which sell or promote recreational drugs and or drug related content including but not limited to:

8.4.1         Cocaine, crystal meth, heroin, marijuana, cocaine subsititutes, mephedrone, or other substances that altar mental state for the purpose of recreation or otherwise induce “highs”.

8.4.2         Pipes, bongs, cannabis coffee shops, or other such products or services marketed as facilitating the use of recreational drugs.

8.4.3         Forums, exchanges, stores or instructional content about producing, purchasing or using recreational drugs.

8.5   Alcohol and Tobacco to Minors. The promotion of alcohol, including beer, hard alcohol, or liqueurs and or the promotion of tobacco and tobacco-related products including cigarettes, cigars, tobacco pipes, e-cigarettes, and rolling paper to minors is strictly prohibited. Alcohol and Tobacco advertiser is restricted and will only be served within content that is rated and verified as “Adult Only”.

8.6   Pharmaceuticals and Healthcare. Laws vary from jurisdiction to jurisdiction.  In order to comply with local laws and regulations related to the promotion of healthcare and medicines, Disrupted prohibits advertising that includes the sale of prescription drugs, online pharmacies, online drug stores, or services related to online drug stores and pharmacies, vitamins, supplements, herbal and dietary supplements which may contain pharmaceutical and or dangerous ingredients, products with names confusingly similar to pharmaceuticals or supplements.

8.7   Hacking, Cracking, Piracy. Advertising that promotes hacking, cracking, piracy, malware or any other content that tampers with or provides illegal access to software, servers or websites.

8.8   Pay-To. Advertisements that promise payments or incentives to engage and interact with external content (for example, content that is not a direct component or part of a Media Content, Game, Movie or other such ctalyst™ registered content) are prohibited.

8.9   Violent Content. Graphic or gory advertisements such as though showing gruesome or freak accidents are not permitted.

8.10                       Weapons. Disrupted does not permit the advertising of weapons, weapons parts, ammunition, explosives, or fireworks.

8.11                       Fraud or Deception Enabling Content. Disrupted does not permit advertisements which promote fake or false documents and or identification, the sale or distribution of school papers or exams, products that enable the passing of drug tests, or any product or service that promotes or encourages fraudulent activities.

8.12                       Illegal Content. Products or services that promote illegal activities, are illegal themselves, or infringe on the legal rights of others may not be promoted on the ctalyst® network.

8.13                       Counterfeit Goods. Products or services that are counterfeit or designed to replicate those of a known brand in an attempt to pass as a genuine product of the brand owner are prohibited.

8.14                       Sexual Acts. Disrupted Logic strictly prohibits any product or service that promotes sexual acts or activities or imagery.

8.15                       Child Abuse. Disrupted Logic is an advocate of protecting the rights of children and protecting children online. Advertisements that encourage, promote, depict or suggest any form of child abuse whether real or implied through art, text or interpretation are absolutely prohibited and will be reported immediately to law enforcement.

9         USE OF BRAND

All of our brand features are protected by applicable trademark, copyright and other intellectual property laws.  Visitors, users, publishers and advertisers desiring to use any of our brand features on their website(s), in an ad, in an article or book, or reproduce them anywhere else, or in any other medium, will need to receive permission from Disrupted Logic first. The user experience with our services should never be altered.

10     COMPLIANCE WITH LAWS; MISUES OF ADVERTISING SERVICES

Advertiser represents, warrants, and covenants that it will use the Advertising Service and provide Advertisements in compliance with all applicable local, state, national and international laws, rules and regulations, including the CAN-SPAM Act of 2003 and any laws regarding the transfer or transmission of data to and from the United States and or to and from its own nation of business. Advertiser will not agree to, and will not permit, authorize, or encourage any third party to: (a) use the Advertising Service to transmit or otherwise distribute any Advertisement or content that is unlawful, defamatory, libelous, harassing, abusive, fraudulent or obscene, pornographic, derogatory, disparaging, that contains viruses, or is otherwise objectionable, as reasonably determined by Disrupted Logic; (b) interfere or attempt to interfere with the proper working of the Advertising Service or prevent others from accessing or using the Advertising Service; or otherwise (c) use the Advertising Service in a manner not expressly authorized hereunder or for any fraudulent, misleading or unlawful purpose. Breach or violation of any of the foregoing may result in immediate termination of this Agreement, at Disrupted’s sole discretion, and may subject Advertiser to civil and or federal penalties and other legal consequences. Advertiser will promptly notify Disrupted Logic in writing if it learns of any potential breach of any of subparts (a) through (c) or of any potentially fraudulent or abusive activity. Without waiver of Advertiser’s obligations, Disrupted Logic reserves the right, without obligation, to review the Advertisements and Advertiser’s use of the Advertising Service in order to determine whether a breach of this Agreement has occurred or to comply with any applicable law, regulation, legal process, or governmental request.

PUBLISHERS

11     PUBLISHER SERVICES

11.1                       Transaction Summary. Publisher may engage one or more of the Disrupted Services defined through Publisher’s account configuration. Where applicable, Disrupted will provide Publisher with a Transaction Summary for the relevant Disrupted Services.

11.2                       Service Types:

11.2.1      Ad Monetization Services. Disrupted’s Ad Monetization Services present or display Advertisements to Users within the Publisher’s Applications through Ad Units, inclusive of Advertisements displayed in conjunction with Exchange Services (collectively, the “Ad Monetization Services”).

11.2.2      Analytics Services. Disrupted’s Analytics Services provide Publishers with the ability to collect, analyze, and use information about how Users interact with Application(s) (the “Analytics Services”).

11.2.3      Exchange Services. Disrupted’s Services enable the display of Advertisements within Publisher’s Applications sourced via Exchange Partners (each an “Exchange Partner”).

11.2.4      User Registration Services. Disrupted’s User Registration Service provide Publishers with an interface and mechanism to collect user registration data on an opt-in basis and further on a game-by-game basis (due to privacy restrictions there is not and cannot be an aggregation of all game registration data) from their users which may include but are not limited to Name, Age, Location, Gender and Email. Access to registration data is available through the Publisher Dashboard.

11.2.5      Additional Services. Disrupted’s Additional Services include collectively, the In-House Promotion Service, and any other Disrupted Publisher Services not expressly enumerated in this Agreement but as selected through Account Configuration or in an amendment (collectively, the “Additional Services”).

12     PUBLISHER OBLIGATIONS

12.1                       Access and Use. Disrupted will provide Publisher with the ability to create a password-protected account (“Publisher Account”) in order to use the Disrupted Services. Access to each Publisher Account is provided only to that Publisher, and Publisher is strictly prohibited from providing access to the Publisher Account to any third party. As between the parties, Publisher is at all times responsible for maintaining the strict confidentiality of the Publisher password and is responsible for any access to or use of Publisher Account, including any fees, costs, or expenses incurred or accumulated as a result of such use, by Publisher or by any other person or entity using the Publisher password, whether or not such access or use has been authorized by or on behalf of Publisher, and whether or not such person or entity is Publisher’s employee or agent. Publisher agrees to (a) notify Disrupted immediately of any unauthorized use of the Publisher password or Publisher Account or any other breach of security; and (b) ensure that Publisher (or the Publisher employee, as applicable) exits from the Publisher Account at the end of each session. Disrupted is not responsible or liable for, and Publisher hereby waives any claim against Disrupted in connection with, any loss or damage arising from Publisher’s failure to comply with these Terms of Service agreement.

12.2                       Ad Monetization Services; Additional Services.

12.2.1      Publisher shall use data and software provided by Disrupted (including Usage Data) in connection with the Disrupted Services for the sole purpose of displaying Advertisements in the Application(s), and Publisher will display, or allow for the display of, all Advertisements in connection with the Disrupted Services and any applicable amendment.

12.2.2      Publisher will timely comply with Disrupted’s requirements regarding onboarding and enablement of proper display of Advertisements, including but not limited to requirements relating to placement, delivery, code implementation, and adherence to technical specifications. Any exceptions must be pre-approved in writing by Disrupted.

12.2.3      Publisher shall not modify, edit, alter, layer, stack, obscure or truncate the content text, place ads and or placements in such a way that they are not visible or become invisible to the user, appearance or order of any Advertisement(s), or aggregate one or more Advertisements with any other offers (e.g., by creating a mediated or aggregate advertisement that combines Advertisements provided by Disrupted with advertisements from other sources).

12.2.4      Publisher acknowledges and agrees that the In-House Service is intended for Publisher’s promotion only of its own Applications and or features within its own Applications. For the avoidance of doubt, Publisher is not permitted to use the In-House Service for any third-party applications, including but not limited to those of its partners or affiliates.

12.2.5      Publisher shall not, directly or indirectly, nor shall Publisher authorize or encourage any third party to, (i) generate fraudulent impressions or fraudulent clicks; or (ii) take similar or other fraudulent actions, including but not limited to, manipulation of device ids, misrepresentation of geo-location or other offer eligibility information, etc., or (iii) take any other actions that interfere with, disrupt or interact in an unauthorized manner with the Disrupted Services (or servers and networks connected thereto), including but not limited to, through repeated manual clicks, the use of robots, scrapers or other automated query tools and/or computer generated requests. Disrupted may terminate or suspend the Publisher Account at any time for any reason, including but not limited to because of suspected fraudulent activity. Publisher acknowledges and agrees that Disrupted may, in its sole discretion, review impressions, click-through or other actions, and Publisher shall not be entitled to receive any Revenue Share attributable to Problem Events, as defined below.

12.2.6      Except as otherwise provided in an applicable amendment, Publisher agrees that Disrupted shall be the Exclusive provider of all Ad Units for the Application(s) and that Publisher will not implement or engage any competing third-party Ad Units within the Application(s) concurrently with the Disrupted Services.

12.3                       Analytics Services.

12.3.1      Publisher acknowledges and agrees that Publisher’s privacy policy, and not Disrupted’s Privacy Policy, will apply to and govern the use of information collected or received by Disrupted as a Publisher vendor in the provision of the Analytics Service.

12.3.2      Publisher acknowledges and agrees that Disrupted shall have the right to review, revise, modify and update all analytical data within 30 days of the generation and or creation of the original data as part of its validation, fraud prevention and fraud detection, and ad serving verification.  Disrupted’s final assessment after 30 days will stand as the official ad serve count, regardless of the daily ad serves and analytics displayed within the ctalyst™ website. Publishers further agree they are paid based on the final assessments.

12.4                       Exchange Services The following obligations will apply in addition to the obligations set forth above.

12.4.1      Ad Tags. Publisher will not modify any advertisement tags provide by Disrupted (“Ad Tags”), and Publisher will make commercially reasonable efforts to place Ad Tags on its Application(s) in accordance with reasonable trafficking instructions provided by Disrupted. Publisher understands that any modification by Publisher to the Ad Tags, or Publisher’s failure to comply with such trafficking instructions, may result in errors and discrepancies for which Disrupted nor its Advertisers is responsible. Publisher will disable or remove Ad Tags from its Application(s) within two (2) business days of Disrupted’s request.

12.4.2      Marks. Publisher hereby grants to Disrupted a worldwide, non-exclusive, non-transferable (except as set forth in Section 20 of the Agreement) fully paid up, royalty free license, with express right of sublicense to each Advertiser, to use, reproduce and display Publisher’s names, logos, service marks, trademarks and related brand features (“Marks”) for use within each Advertiser’s platform in connection with Publisher’s participation in the ctalyst™ Service. All such use of Publisher’s Marks will be in compliance with any written usage guidelines provided to Disrupted or the applicable Advertiser by Publisher. All goodwill in the Marks inures to the benefit of Publisher. Each of Disrupted and the applicable Advertiser will promptly modify or cease its use of Marks as directed by Publisher in writing. Disrupted’s licensed rights, and the applicable Advertiser’s sublicensed rights, in and to Publisher’s Marks are limited solely to those rights granted herein.

12.4.3      No Children’s Applications. Publisher represents, warrants, and covenants that (i) its Application(s) are not and shall not during the Term be directed to users under 13 years of age; (ii) Publisher does not as of the date Publisher creates a Publisher Account, and will not during the Term, collect, use, or disclose personal information from any end user known to Publisher to be a child under 13; (iii) Publisher will notify Disrupted in writing immediately if either (i) or (ii) becomes or is discovered to be inaccurate.

12.4.4      Indemnification. Publisher as applicable shall indemnify, defend Disrupted, each Exchange Partner, Advertisers, and each of their agents, officers, directors and employees (collectively, “Indemnitees”) from and against any claims, suits or proceedings brought by a third party (“Claims”) against any Indemnitee to the extent arising from: (a) any Publisher Application that contains content prohibited by the Guidelines, as updated from time to time, (b) any activity prohibited by directly or indirectly engaged in or authorized by Publisher, (c) a claim that a Publisher’s Marks, when used in accordance with the terms of this Agreement, infringe any patents, trademarks, service marks, trade names, design rights, copyrights, database rights, trade secrets, rights in know-how and other intellectual property rights, of whatever nature and wherever arising, whether registered or unregistered and including applications for the grant of any such rights (collectively, “Intellectual Property Rights”) of any third party, or (d) breach by the Publisher of any aspects of this Agreement.

12.4.5      Express Third-Party Beneficiary. Publisher agrees and acknowledges that each Advertiser is an express third-party beneficiary of this Agreement.

12.4.6      Indemnification Procedure. In the event of a Claim against any Indemnitee, the Indemnitee shall notify Publisher and shall seek indemnity directly from Publisher. Publisher will promptly notify Disrupted of any request for indemnity received from an Advertiser or any Advertiser Indemnitee. Publisher’s indemnification obligations above are contingent on the indemnified party: (a) promptly notifying Publisher of any Claim (provided that the indemnified party’s failure to provide such prompt notice will not release Publisher from its indemnification obligations except to the extent Publisher is materially prejudiced thereby); (b) providing Publisher with any reasonable information and assistance needed to defend or settle the Claim (provided Publisher bears any out of pocket expenses incurred by the indemnified party in providing such assistance or information), and (c) allowing Publisher the right to have sole control of the investigation, defense and settlement of the Claim (provided that Publisher will not enter into any settlement of a Claim that: (i) imposes a monetary obligation on the indemnified party that is not covered by the indemnification, (ii) imposes a material, non-monetary obligation on the indemnified party, (ii) does not include an unconditional release of the indemnified party, or (iv) admits liability on the part of the indemnified party, without in each case obtaining the indemnified party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed). The indemnified party shall have the option, at its expense, to participate in the defense or settlement of the Claim with counsel of its own choosing. Publisher shall pay the indemnified Advertiser any damages finally awarded against such Advertiser, settlements agreed to in accordance with this subpart (c), and reasonable costs and expenses (including reasonable attorneys’ fees) directly attributable to such Claim.

12.5                       General Requirements and Restrictions.

12.5.1      Publisher shall not, and shall not authorize or otherwise permit any third party to: (i) use any Disrupted Service or Service Content (defined below) for any purpose except for Publisher’s own internal use; (ii) market, sell, lease, rent, sublicense, distribute, syndicate or otherwise make available to any third party any of the Disrupted Services or any component thereof; (iii) use the Disrupted Services or any component thereof for timesharing or service bureau purposes, or otherwise for the benefit of any third party (iv) store, copy, modify, distribute, or resell any of the Advertisements or any other content provided via the Disrupted Services (collectively, “Service Content”) or compile or collect any Service Content as part of a database or other work; (v) use any automated tool (e.g., robots, spiders) to access or use the ctalyst® network or to store, copy, modify, distribute, or resell any Service Content; (vi) circumvent or disable any digital rights management, usage rules, or other security features of the Disrupted Platform; (vii) use the Disrupted Platform in a manner that overburdens, or that threatens its integrity, performance, or availability or that of any Disrupted Services; (viii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of the Disrupted Services or any Service Content; or (ix) circumvent, bypass, or cheat the functionality of the Disrupted Services through any of the following methods, including but not limited to, by auto-spawning of pages or hijacking of an end user’s device, automatic Advertisement refreshes (unless instigated by an end user page refresh), or any other method designed to fraudulently, deceptively, or artificially inflate the number of impressions, clicks or other payable actions.

12.5.2      Publisher shall provide all appropriate notices to its Users about, and if required by applicable law to obtain appropriate consent from Users for, the information collection and use practices relating to the Disrupted Services, including but not limited to expressly identifying Disrupted in Publisher’s privacy policy along with a link to Disrupted Privacy Policy (http://disruptedlogic.com/privacy-policy/ or http://support.ctalyst.com/privacy-policy/). Publisher has, and will at all times maintain, display and abide by, an appropriate privacy policy and will comply with all applicable privacy and data protection laws and regulations, including but not limited to those relating to the collection of information from Users of its Applications. Publisher also agrees to include a notice in its privacy policy or otherwise on Publisher’s Application about how users can opt out of behaviorally targeted advertising in Publisher’s Application.

12.5.3      Publisher will comply with the Guidelines and any applicable requirements imposed by its platform licensors (i.e., Apple, for iOS Applications, and Google, for Android Applications).

12.5.4      Publisher will use the Disrupted API only as provided by Disrupted, without modification. Publisher will use the latest generally available version of the API in accordance with the Terms of Service at all times during the term of this Agreement. Any obligation of Disrupted to Publisher arising from Publisher’s use of the API is limited to the then-current version of the API.

12.5.5      Publisher agrees that it will not use the Disrupted Services to collect “personal information” as defined under applicable law including but not limited to the U.S. Children’s Online Privacy Protection Act, 15 U.S.C. §§ 6501–6506 (“COPPA”), through a child-directed Application (whether or not such Application is labeled or described as a “Kids” or “Children” Application), or from a User that Publisher has actual knowledge is under 13 except in aggregate form. Publisher further agrees that it will not transmit any “personal information” from children under 13 to Disrupted.

13     PROHIBITED CONTENT

13.1                       Adult Content. Interpretations of adult or mature content vary across countries and cultures. Disrupted Logic wishes to protect the quality of the ctalyst® experience and ensure a healthy and safe global advertising ecosystem. Advertising that you wouldn’t want a child to or you would be embarrassed or uncomfortable viewing in front of professional colleagues should not be placed.

13.2                       Hateful, Derogatory, Inciting Content. Disrupted believes in the right to freedom of expression, but recognizes the need and responsibility to protect the quality of the ctalyst® experience for all users. Advertising that contains harassing or bullying content, that incites hatred or promotes violence against individuals or groups, that is based on and or biased for or against race or ethnic origin, religion, disability, gender, age, veteran status, or sexual orientation/gender identity are not permitted.  Ads that appear within or on content that incites or advocates harm or hate towards an individual or group are not permitted on the ctalyst® network.

13.3                       Copyright. You may not place ads which contain and or are copyrighted materials of others without the written permission and legal right to do so.

13.4                       Drugs and Drug Related. Disrupted prohibits ads which sell or promote recreational drugs and or drug related content including but not limited to:

13.4.1      Cocaine, crystal meth, heroin, marijuana, cocaine substitutes, mephedrone, or other substances that altar mental state for the purpose of recreation or otherwise induce “highs”.

13.4.2      Pipes, bongs, cannabis coffee shops, or other such products or services marketed as facilitating the use of recreational drugs.

13.4.3      Forums, exchanges, stores or instructional content about producing, purchasing or using recreational drugs.

13.5                       Alcohol and Tobacco to Minors. The promotion of alcohol, including beer, hard alcohol, or liqueurs and or the promotion of tobacco and tobacco-related products including cigarettes, cigars, tobacco pipes, e-cigarettes, and rolling paper to minors is strictly prohibited. Alcohol and Tobacco advertiser is restricted and will only be served within content that is rated and verified as “Adult Only”.

13.6                       Pharmaceuticals and Healthcare. Laws vary from jurisdiction to jurisdiction.  In order to comply with local laws and regulations related to the promotion of healthcare and medicines, Disrupted prohibits advertising that includes the sale of prescription drugs, online pharmacies, online drug stores, or services related to online drug stores and pharmacies, vitamins, supplements, herbal and dietary supplements which may contain pharmaceutical and or dangerous ingredients, products with names confusingly similar to pharmaceuticals or supplements.

13.7                       Hacking, Cracking, Piracy. Advertising that promotes hacking, cracking, piracy, malware or any other content that tampers with or provides illegal access to software, servers or websites.

13.8                       Pay-To Services. Advertisements that promise payments or incentives to engage and interact with external content (for example, content that is not a direct component or part of a Media Content, Game, Movie or other such ctalyst® registered content) are prohibited.

13.9                       Violent Content. Graphic or gory advertisements such as though showing gruesome or freak accidents are not permitted.

13.10                   Weapons. Disrupted does not permit the advertising of weapons, weapons parts, ammunition, explosives, or fireworks.

13.11                   Fraud or Deception Enabling Content. Disrupted does not permit advertisements which promote fake or false documents and or identification, the sale or distribution of school papers or exams, products that enable the passing of drug tests, or any product or service that promotes or encourages fraudulent activities.

13.12                   Illegal Content. Products or services that promote illegal activities, are illegal themselves, or infringe on the legal rights of others may not be promoted on the ctalyst® network.

13.13                   Counterfeit Goods. Products or services that are counterfeit or designed to replicate those of a known brand in an attempt to pass as a genuine product of the brand owner are prohibited.

13.14                   Sexual Acts. Disrupted Logic strictly prohibits any product or service that promotes sexual acts or activities or imagery.

13.15                   Child Abuse. Disrupted Logic is an advocate of protecting the rights of children and protecting children online. Advertisements that encourage, promote, depict or suggest any form of child abuse whether real or implied through art, text or interpretation are absolutely prohibited and will be reported immediately to law enforcement.

14     IN-HOUSE ADVERTISING CONTENT

14.1                       As a publisher, you are responsible for ensuring that your in-house advertising content complies with these Terms of Service Agreement.  In order to participate in Disrupted Services, your In-House content must comply with all applicable policies.

14.2                       Publisher will deliver the Advertisements and all Creatives in accordance with the applicable technical specifications provided by Disrupted and Disrupted will make commercially reasonable efforts to serve the Advertisements to the ctalyst inventory with the applicable Insertion Order. As between the parties, the Publisher is solely responsible for any and all costs in accordance with the aforementioned technical specification and for any programming undertaken by Publisher related thereto. Publisher is solely responsible for the content of any Advertisement and adhering to Disrupted’s strict guidelines governing ratings, content descriptors and targeting of ads to appropriate demographics, and Disrupted will not make modifications or alterations thereto without Publisher’s prior written consent except as required for or otherwise incidental to any technical implementation by Disrupted of an Advertisement.

14.3                       Publishers are entitled to produce and display In-House advertising at no cost to themselves. Publishers are not paid for the display and engagement of In-House advertisements.

15     PAYMENTS

15.1                       Compliance

15.1.1      Disrupted may require Publishers to comply with federal government anti-fraud, anti-money laundering and anti-terrorism regulations (FINTRAC – Canada, KYC – USA). As such, Disrupted may be required to collect and retain specific data about the Publishers including and not limited to Business License, Business ID number, EIN/TIN/SSN/SIN, Director names and addresses, Banking Information, proof of citizenship and or proof of identity.

15.2                       General

15.2.1      All payments will be made in U.S. dollars (USD).

15.2.2      Each party is solely responsible for any costs it incurs in connection with its obligations hereunder. The payee is solely responsible for the reporting and payment of, and will pay when due, all applicable taxes, including, as applicable, any value added tax, federal and state taxes, sales, use, excise or transfer taxes and other taxes associated with payments to the payee. When acting as payee responsible for payment of taxes, each party will indemnify the other party for all costs, losses, liabilities and expenses, including penalties, arising from any failure to do so, subject to the additional terms of this Agreement.

15.2.3      Both parties agree that Disrupted expressly reserves the right to set off amounts owed to Publisher against any other amounts owed by Publisher relating to any Disrupted Publisher Services, including but not limited to adjustments made on the calculations of ad serves and interactions.

15.2.4      The payee is responsible for all transmission fees that may be assessed by its banking institution for payments it makes hereunder.

15.2.5      All payments to payees are subject to a withholding amount of $250 USD (“Threshold”) before payments will be issued. Payments are issued to payees on the last Friday of each month, providing the threshold amount has been met after all applicable costs including but not limited to Direct Deposit fees, Wire Transfer fees, Chequing fees, Administration fees, Banking and Processing fees have been accounted for. By way of example, if the Direct Deposit fee is $45 USD and applicable banking fees are an additional $10 USD, the Threshold amount must equal $250 plus $45 plus $10 (total $305 USD) before a payment will be issued. Disrupted reserves the right to apply and deduct a minimum $15 USD administration fee to all payments.

16     AD MONETIZATION SERVICES

16.1                       Except as otherwise agreed in an applicable amendment, Disrupted shall pay Publisher its due and payable then-current standard Revenue Share associated with Advertising Revenue derived from Publisher’s use of the Ad Monetization and Exchange Services, net of any amounts due in connection with the provision of the Analytics Services, including Network and Account Expenditures, if any, and/or other sums due hereunder (e.g. in the case of Additional Services) on the last Friday of each calendar month no sooner than 30 days from the ad display or engagement being recorded, provided that amounts due payable exceed two hundred fifty dollars USD ($250)  not inclusive of applicable fees and charges associated with making such payments, and subject to Publisher providing Disrupted, complete and accurate information relating to remittance of payment and requested tax information.

16.2                       Disrupted retains the right to review all advertisement placements, displays, engagements and interactions for fraud, validity and compliance with these Terms of Service Agreement, and further to adjust and modify ad display, product placement and interaction and engagement counts accordingly at its sole discretion and adjust payments accordingly.

16.3                       If Publisher disputes in good faith the amount of any payment hereunder, it shall notify Disrupted in writing within no more than thirty (30) days from the date of payment; failure to provide such notice of dispute within such 30-day period shall be deemed acceptance of the amount paid and an irrevocable waiver of Publisher’s right to dispute such payment.

16.4                       Payments in all cases shall be based on Disrupted’s measurements, which shall be the system of record for calculating sums payable hereunder. Payments are rounded down to the nearest penny. All billing and transaction times referenced in this Agreement are on Coordinated Universal Time, Pacific Standard Time. All fees are in United States dollars.

16.5                       Disrupted will not be obligated to pay for any fraudulent actions generated by any person, bot, automated program or other device or mechanism in connection with any Advertisements or Additional Services provided by Disrupted, as reasonably determined by Disrupted. Disrupted will not be obligated to make a payment to Publisher of amounts, and Publisher agrees that Disrupted may, in its sole discretion, either deduct or require Publisher to remit to Disrupted in full within five (5) business days any amount paid out from amounts otherwise due to Publisher, to the extent based on: (i) any issuance of ad displays or interactions through any fraudulent or invalid means; (ii) any issuance of ad displays or interactions in connection with any amounts subsequently refunded, credited or subject to a credit card charge-back; or (iii) any action that is fraudulent, invalid, suspicious, noncompliant with Disrupted terms, or otherwise questionable (the events described in (i) through (iii) collectively, “Problem Events”). Publisher represents, warrants, and covenants that it has made and will continue to make industry-standard and commercially reasonable efforts to prevent the occurrence of Problem Events, and will notify Disrupted upon the occurrence of any suspected or confirmed Problem Events. Disrupted reserves the right, in its reasonable judgment, to delay or suspend payment of Revenue Share based on Problem Events. Publisher will reasonably cooperate with Disrupted in its investigation of Problem Events and to prevent misuse of the Disrupted Publisher Services. If Publisher suspects any such misuse it will promptly notify Disrupted and will act promptly to reduce or mitigate such misuse.

16.6                       In the event of an error in payments made to Publisher as determined by Disrupted, whether as a result of inaccurate information provided by a third party or otherwise, then Disrupted shall in its sole discretion either (i) require reimbursement in full of any such amount, and Publisher shall remit same to Disrupted promptly but in no more than five (5) business days, or (ii) allocate any deficient amounts or deduct any overpayment in the subsequent calendar month payment due to Publisher.

16.7                       Analytics Services.

16.7.1      Pricing and payment terms for the Analytics Services shall be specified in an Analytics Services Transaction Summary or amendment.

API

17     ACCOUNT AND REGISTRATION

17.1                       You may not use the Disrupted API and may not accept this API agreement if (a) you are not of legal age to form a binding contract with Disrupted, or (b) you are a person barred from using or receiving the Disrupted API under the applicable laws of your jurisdiction or any other countries including the country in which you are resident or from which you use the Disrupted API.

17.2                       In order to access the Disrupted API you are required to provide certain information (such as identification and or contact details) as part of the registration process, or as part of your continued use of the Disrupted API. Any registration information you give to Disrupted will always be accurate and up to date and you’ll inform us promptly of any updates.

17.3                       You will only access (or attempt to access) the Disrupted API by means described in the Disrupted API Specifications. You will not misrepresent or mask your identity when using the Disrupted API. You will require your end users to comply with (and not knowingly enable them to violate) applicable laws, regulations, and the terms of this Disrupted API Agreement.

17.4                       Your Developer Token is a unique user passkey issued only to you by Disrupted upon successful sign-up with the ctalyst® network.  You are obligated and bound by this Disrupted API Agreement to keep your Developer Token secret and confidential.

18     LICENSE

18.1                       GRANT. Subject to Company’s compliance with all of the terms and conditions of this Agreement, Disrupted hereby grants Company a limited, personal, non-sublicensable, non-transferable (except as expressly permitted herein), royalty-free, nonexclusive license to copy, install and use the API solely for the permitted purpose(s) set forth in Section 1.2 hereof. For purposes of this Agreement, the term “API” means the documentation, software (source or object code), applications, sample code, tools, libraries, SDKs, APIs, data, files, plug-ins, and other materials, including updates or upgrades, made available by Disrupted to Company, whether through Disrupted’s API download website or at such other URL as provided by Disrupted from time to time or otherwise.

18.2                       Policies. (a) Use of the Disrupted API is subject to applicable Disrupted policies. The consequences of non-compliance with Policies may include status downgrades, fees, fines and penalties, suspensions and or termination. (b) These Policies are subject to change at any time, from time to time and without notice. (c) Disrupted may review and or inspect your Disrupted API Client and or user interfaces and monitor and audit Disrupted API activity, at any time, for the purpose of ensuring quality and enforcing compliance with these terms and policies. You will not try to interfere with such inspection, monitoring, or auditing, or otherwise obscure from Disrupted your Disrupted API activity. Disrupted may use any technical means necessary to overcome such interference.

18.3                       Compliance with Law. You are solely responsible for complying with and knowing all applicable government laws, rules and regulations. You will not use the Disrupted API in a manner that violates such laws, rules and regulations, or in a manner that is deceptive, unethical, false, or misleading.

18.4                       Usage and Quotas. Disrupted may, in its sole discretion, set a quota on your Disrupted API usage. You will not attempt to exceed automated use-quota restrictions.

18.5                       PERMITTED PURPOSES

18.5.1      PUBLISHER PURPOSE. If Company is a publisher of one or more end user mobile applications (“Application(s)”) and desires to publish Application(s) that support (i) providing in-Application ad space for Disrupted’s use to display advertisements to the end user (“End User”) of an Application as part of Disrupted’s mobile advertising display network or (ii) Disrupted’s analytics services with respect to the Application(s) ((i) and (ii) collectively, the “Disrupted Publisher Services”), then Company’s permitted purpose is the creation, testing, maintenance, support, and distribution of Application(s) that support the Disrupted Publisher Services so that Company may use (or evaluate whether to use) such services.

18.5.2      ADVERTISER AND EXCHANGE SERVICE PURPOSE. If Company is an Advertiser and or an Exchange Service that wishes to advertise to End Users within Applications through Disrupted’s mobile advertising display network and services (“Disrupted Advertiser Services”), then Company’s permitted purpose is the creation, testing, maintenance, support, advertisement and distribution of Application(s) that support being advertised through the Disrupted Advertiser Services. Disrupted Publisher Services and Disrupted Advertiser Services are referred to herein collectively as the “Disrupted Services.”

18.6                       REDISTRIBUTION OF LIBRARIES. Subject to Company’s compliance with all of the terms and conditions of this Agreement, Disrupted further hereby grants Company the following license with respect to the library(ies) provided in the API for Company to include with Application(s), in each case solely to the extent incorporated within and part of such Application(s) (the “API Libraries”): a limited, personal, non-sublicensable (except as expressly permitted herein), non-transferable (except as expressly permitted herein), royalty-free, nonexclusive license to copy, reproduce, distribute, create derivative works (to the extent the inclusion of API Libraries within an Application constitutes a derivative work), transmit, and publicly display the API Libraries, in each case solely as part of and incorporated within an Application, to End Users of Company’s Application(s), and further, to sublicense to those End Users (including through third-party distribution channels such as app stores) the right to use the API Libraries, only to the extent incorporated within and part of an Application(s) and subject to the terms and conditions of an end user license agreement at least as protective of Disrupted as the terms and conditions of this Agreement. For the avoidance of doubt, Company’s license does not allow Company (or Company’s end users) to redistribute the API as a whole, or to redistribute any API Libraries except to the extent incorporated within and part of an Application. Permitted End User sublicenses granted during the term of this Agreement will survive expiration or termination of this Agreement.

18.7                        RESTRICTIONS. Company shall not, directly or indirectly, nor shall Company authorize or otherwise permit any third party, to: (a) use the API or any part thereof for any purpose other than the permitted purposes expressly set forth in this Agreement; (b) create (or facilitate the creation of) any product or service that is competitive in any way with any Disrupted Service; (c) market, sell, lease, rent, sublicense, distribute, or otherwise make available to any third party the API or any portion thereof except as expressly permitted under this Agreement; (d) use the API for timesharing or service bureau purposes, or otherwise for the benefit of any third party; (e) use the API for performing comparisons or other “benchmarking” activities, either alone or in connection with any software; (f) remove, alter or obscure any legends or other notices from the API; (g) decompile, reverse-engineer, disassemble, or translate the API or any portion thereof into human-readable form; or (h) modify, copy or create derivative works of the API or any portion thereof (except to the extent that inclusion of API Libraries within the Application(s), as permitted above, could be considered a derivative work), including but not limited to the runtime components and/or any other portions thereof.

18.8                       OPEN SOURCE. Company’s use, reproduction, and distribution of any components of the API that are licensed under an open source software license are subject to and governed solely by the terms of the applicable license(s) included with the file(s), and not by this Agreement. Please see the Open Source summary here or such other URL as provided by Disrupted from time to time for details about any open source software provided with the API.

18.9                       DISRUPTED SERVICES. Any use by Company of Disrupted Services will be governed by separate agreement(s) between Company and Disrupted. Nothing contained herein shall be deemed to modify or waive any term or condition in such agreements. Company may exercise the license granted herein only within and for the benefit of Company.

19     NO IMPLIED RIGHTS

Other than as expressly granted herein, this Disrupted API License Agreement does not grant either party any intellectual property or other proprietary rights. You hereby release and covenant not to sue Disrupted and its affiliates and any of its or their licensees, assigns, or successors, for any and all damages, liabilities, causes of action, judgements, and claims (a) pertaining to any intellectual property you develop that is based on, uses, or relates to the Disrupted API; and (b) which otherwise may arise in connection with your use of, reliance on, or reference to the Disrupted API. As between you and Disrupted, Disrupted and its applicable licensors retain all intellectual property rights (including without limitation all patent, trademark, copyright, and other proprietary rights) in and to the Disrupted API Specifications, all Disrupted websites, and all Disrupted products and services and any derivative works created thereof. All license rights granted herein are notsublicenseable, transferable, or assignable unless otherwise stated herein.

20     DEVICE DATA

20.1                       Company understands and agrees that the API will enable Disrupted to collect, store and use data relating to (a) Company’s use of the Disrupted Services and the API; (b) End Users’ use of Application(s); and (c) any vendors or partners of Company in connection with such Application(s) (including advertising and platform partners). Such data includes but is not limited to device identifiers for advertising, device operating system version, wireless carrier, country code, and related information (collectively “Device Data”). Disrupted’s collection, storage and use of Device Data shall be in accordance with the applicable terms of the Disrupted Privacy Policy located at https://disruptedlogic.com/privacy-policy/ or at such other URL as provided by Disrupted from time to time. As a condition of Company’s use of the API in conjunction with one or more Disrupted Services, Company shall (a) publicly post, maintain, and comply with an accurate privacy policy consistent with this Agreement; (b) comply with Company’s privacy policy, all applicable laws, and all applicable guidelines adopted by applicable self-regulatory bodies; and (c) before using any Disrupted Services, ensure that Company has any and all necessary rights (including, to the extent necessary, the express consent of End Users) to enable Company to lawfully collect and share Device Data with Disrupted for Disrupted’s use under this Agreement and any applicable Disrupted Service separate agreements, as referenced above.

21     OWNERSHIP

As between the parties, all right, title and interest (including intellectual property rights) in and to the API, and any copies or portions thereof, shall remain exclusively in Disrupted and its licensors. Company understands that Disrupted may modify the API or discontinue offering and/or supporting it at any time in its sole discretion. The API is protected by international copyright laws and international copyright treaties. As between the parties, and without reference to the rights of any licensors of open-source software, Disrupted reserves any and all rights in the API not expressly licensed herein.

22     SUPPORT; UPGRADES

If Disrupted makes available to Company any modifications to the API, including any upgrades, patches, enhancements, custom builds, or fixes, then, with respect to Company, those modifications shall immediately become part of the API and subject to this Agreement, and Company shall promptly implement same. Disrupted has no obligation under this Agreement to provide any such modifications, or any other support. Any obligation of Disrupted to Company arising from Company’s use of the API is limited to the then-current version of the API. Disrupted may, in its sole discretion, make support services available on a paid basis under a separate agreement.

23     INDEMNIFICATION

Company will indemnify, defend and hold harmless Disrupted and its affiliates, and their respective officers, directors, employees, agents and contractors from and against any and all claims, allegations, demands, damages, losses, liabilities, fines, penalties, settlements, judgments, fees, expenses and costs of whatsoever nature (including attorney’s fees and expenses) arising out of or related to this Agreement, including (a) Company’s use of the API or any portion thereof, including without limitation the API Libraries, (b) any claims that any Application(s) infringes any third party’s intellectual property rights, privacy rights or other rights; or (c) any actual or alleged breach by Company of any term(s) of this Agreement.

24     DISCLAIMERS

DISRUPTED ON BEHALF OF ITSELF AND ITS AFFILIATED ENTITIES DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE API, TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE API IS PROVIDED “AS-IS” AND WITHOUT WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF PERFORMANCE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. FURTHER, DISRUPTED DOES NOT MAKE, AND HAS NOT MADE, ANY REPRESENTATION OR WARRANTY THAT THE API IS ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR VIRUS-FREE OR THAT THE OPERATION OF THE API WILL BE UNINTERRUPTED. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO COMPANY. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

3D MODELS

25     ROYALTY FREE LICENSE – USE

26     OWNERSHIP

26.1                       Disrupted Logic does not grant title or ownership in 3D Model Products.  All rights in 3D Models not expressly granted in this agreement are reserved by Disrupted Logic.

27     RIGHTS GRANTED

27.1                       Disrupted Logic Interactive Inc. grants to you a non-exclusive, perpetual, worldwide right and license to download, copy, distribute, reproduce, adapt with limitations), publicly display, publicly perform transmit, broadcast, telecast, advertise, and use the 3D Models within Media Content that has been registered and approved on the ctalyst® network only as authorized in this agreement.

28     RIGHTS GRANTED WHEN USING AND OR SHARING 3D MODELS

28.1                       You, as an entity or an employee of a corporate entity are permitted to share models within your team or corporate entity. Examples of permissible sharing include storing files on a networked hard drive, and aggregating 3D Models for later use within the specific Media Creation you have registered on the ctalyst® network. You are responsible for the implementation, downstream distribution, use, or misuse by a recipient of a shared 3D Model.  In all cases, sharing 3D Models with external entities is only permissible in the following situations, and with the following restrictions:

28.1.1      In the production of a Media Creation owned by you and registered on the ctalyst® network.  If you are working in collaboration with external parties, and there is a need to share 3D Models for the development and production of your Media Creation, sharing 3D Models with those external parties is allowed.  Any external party that receives 3D Models may only use 3D Models on and or within your Media Creations that have been registered with the ctalyst® network and must take reasonable care to secure and limit access to 3D Models to that purpose.

28.2                       In the production of a Media Creation owned by another entity (“your Client”), if you are working as a contractor and need to share 3D Models with your Client, or any external parties working with your Client, sharing 3D Models is permitted, subject to the restriction that all parties may use 3D Models for your Client’s specific Media Creation and additionally that said Media Creation has been registered on the ctalyst® network, and for successive versions of your Client’s Media Creation, such as sequel Computer Games or Movies that utilize the same 3D Models.  All parties must take reasonable care to secure and limit access to 3D Models to parties working on your Client’s Media Creation.

29     OTHER-PARTY INTELLECTUAL PROPERTY

29.1                       Disrupted Logic does not own or license any Other-Party Intellectual Property outside the terms and conditions outlined in this Terms of Service Agreement.  Disrupted does not in any way make any representations or warranties about Other-Party Intellectual Property associated with 3D Models.  You are solely responsible for determining the need for and, if appropriate, obtaining any needed Other-Party clearance, consent, or release to use any Other-Party Intellectual Property in your Media Creations.

30     CREATIONS OF COMPUTER GAMES, MOTION PICTURE AND SOFTWARE APPLICATIONS

30.1                       Subject to the following restrictions, you may include 3D Models in Creations of Computer Games, virtual worlds, simulation and training environments; mobile, desktop and web applications; and interactive electronic publications of literature such as e-books and electronic textbooks, motion pictures, television shows, casino games, streaming video, video-on-demand and or other such digital media, provided each and all of such are registered entities on the ctalyst® network and are not used outside of the ctalyst® network.

30.2                       Your inclusion of 3D Models within any such Creation is limited to uses where 3D Model is contained in an interactive experience for the user and not made available outside of the interactive experience.

30.3                       You must take all reasonable and industry standard measures to prevent other parties from gaining access to 3D Models. 3D Models must be contained in originating formats. You may NOT republish or distribute 3D Models in any format.

30.4                       You may NOT import, upload, reproduce, make available, publish, transmit, distribute, or sublicense 3D Models in Media Creations of virtual goods or worlds for any 3D community (“Virtual World”).

31     UNAUTHORIZED USE

31.1                       If you use 3D Models in an unauthorized way, Disrupted may terminate your account and pursue other penalties, damages, losses, and profits Disrupted is entitled to under this agreement or at law or equity. The following are unauthorized uses that are explicitly prohibited:

31.1.1      Competition. You may NOT use 3D Models in a way that competes with the Site or the ctalyst® network, ad serving, display and or distribution, or the Models themselves.

31.1.2      Re-Distribution. You may NOT re-distribute, publish, or make 3D Models available to any third party except in the form of a permitted and registered Media Creation, or shared as authorized in this agreement.

31.1.3      You may NOT use 3D Models outside of the ctalyst® Network. Your games or media creations must be registered and approved on the ctalyst™ Network.

31.1.4      Group Use. You may NOT aggregate 3D Models with one or more other parties. An example of this prohibited use is a website membership where members use a Model that is shared by the members of the group. Each such member must register their Media Creations and download Models individually.

31.1.5      Stock Media Product Clearinghouses. You may NOT publish, distribute, or make 3D Models available through any online clearinghouse infrastructure.

31.1.6      No Obscene or Unlawful Use. You may NOT use 3D Models for any defamatory, harassing, pornographic, obscene, or racist purpose, or to infringe any party’s Intellectual Property rights.

31.1.7      False Attribution. You may NOT misrepresent yourself as the creator of 3D Models.

32     LICENSE TERM AND TERMINATION

32.1                       Your right and license to 3D Models is perpetual, unless terminated as described herein.

32.2                       Your license grant is terminated immediately and without notice in the cases described herein below. In such termination, you and any recipients, corporate entities and or Clients must immediately cease use and distribution of 3D Models. 3D Models must be removed from Media Creations and all copies destroyed.  If your Media Content has been published and or otherwise distributed, you must immediately cease publication and distribution of the Media Content containing the 3D Models.

32.3                       Your right and license to the 3D Models are contingent on your acceptance of this agreement and the registration of each Media Content on the ctalyst® network.  Violation and or cancelation of this agreement immediately terminates all rights granted under this agreement.  Potential reasons for termination include:

32.3.1      Cancelation and or closing of your ctalyst® account.

32.3.2      Disrupted in its sole discretion has determined that the creation and or use of your account is fraudulent or engaged in fraudulent activities.

32.3.3      Disrupted in its sole discretion has determined your account and or use of the account is deceptive or otherwise engaged in deceptive or misleading practices.

32.3.4      Material failure to abide by the terms of this agreement immediately terminates your right and licenses to 3D Models.

33     LIMITATION OF LIABLIITY

33.1                       3D Models are provided on an “as is”, “as available”, and “with all faults” basis. Disrupted makes no representations, warranties, conditions, or guarantees as to the usefulness, quality, suitability, truth, fitness for a particular purpose, non-infringement, merchantability, or cosmetic attributes of 3D Models, and does not guarantee the accuracy or completeness of specifications associated with 3D Models, including measurements, weight, durability, strength, materials, general physical properties, regulatory compliance, other engineering or construction attributes.

33.2                       Disrupted disclaims all express or implied conditions, representations, and warranties of any kind regarding 3D Models, including any implied warranty or condition of merchantability.

33.3                       You assume all risk for any damage to your computer systems and network for any damage to your computer system by obtaining 3D Models, including any damages resulting from computer viruses.

33.4                       To the fullest extent permitted by law, Disrupted shall not be liable for any direct, indirect, punitive, special, incidental, consequential, or exemplary damages (including loss of business, revenue, profits, goodwill, use, data, electronically transmitted orders, or other economic advantage) arising out of or in connection with 3D Models, even if Disrupted Logic has previously been advised of, or reasonably could have foreseen, the possibility of such damages, however they arise, whether in breach of contract or in tort (including negligence). To the extent that any jurisdiction does not allow the exclusion or limitation of direct, incidental, or consequential damages, portions of the preceding limitation or exclusion may not apply, but should be construed to the greatest extent applicable in such jurisdictions.

33.5                       You agree to indemnify and hold Disrupted and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, licensee, suppliers, alliance members, other partners, clients, advertisers, publishers, employees and representatives ("Disrupted Logic Parties") harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to, or arising out of your use of the Source Material or Creations.

34     ROYALTY FREE LICENSE – USE

35     OVERVIEW

35.1                       By submitting any Content to Disrupted, you grant to Disrupted a worldwide, non-exclusive right and license to reproduce, prepare derivative works incorporating, publicly display, sublicense, sell, advertise and market any Content uploaded by you and accepted by Disrupted, until this Agreement is terminated as herein provided. You also give permission to Disrupted to add, modify or remove information related to your Content in order to manage and license such Content.

35.2                       You grant Disrupted a worldwide, non-exclusive right to use your name, display name and Content in connection with Disrupted’s marketing and promotional activities without the payment of any compensation to you. Disrupted, in the exercise of its discretion, may refrain from any or all of the foregoing without any liability to you.

35.3                       Disrupted shall have the right, but not the obligation, to license all Content to its customers for use in accordance with license agreements entered into by Disrupted, including but not limited to Disrupted Logic Interactive Inc. Terms of Service License Agreements.

36     OWNERSHIP OF CONTENT

36.1                       The copyrights in all Content remain with the copyright owner, and nothing in the Terms of Service shall be construed as a transfer of copyright to Disrupted. However, by submitting Content to Disrupted, you expressly waive any artists' authorship rights or any droit moral that you would otherwise have under the laws of the Province of British Columbia, and the Canadian Copyright Act or similar laws of any jurisdiction, so that customers may use your Content in accordance with the Licenses issued by Disrupted.

37     COMMERCIAL USE

37.1                       You agree that all Content submitted by you is for “Commercial Use” and or “Editorial Use”.  Content may be used to promote products and or services, may be used in various advertising formats and venues including but not limited to the ctalyst® network and or external venues such as print, television and any other form of media known or not yet known.

38     CONTENT

38.1                       Disrupted has the right to refuse to accept or to remove Content from the ctalyst® network for any reason. Disrupted will remove Content if Disrupted believes that such Content may, in Disrupted’s sole discretion, subject Disrupted or any of its officers, managers, directors, employees or customers to legal action or if the Content violates any of the Terms of Service on this site. Notwithstanding the foregoing and subject to Disrupted’s discretion, Content removed by you or opted out by you for any reason may remain available for license to those customers that previously downloaded and are using the Content.

38.2                       Disrupted shall use reasonable efforts to cause Content removed from or opted out from Disrupted’s website(s) to be removed from the website(s) and or make unavailable by suspending the Content from use within ninety (90) days of the removal of the subject Content from the Disrupted Website(s).

38.3                       Licenses issued by Disrupted for any Content that is later removed from the Disrupted website(s) will remain in full force and effect.

38.4                       Disrupted may advertise your Content on social media platforms including but not limited to Facebook, Instagram, Tumblr, Twitter, and similar sites and the applications related thereto.

39     USAGE RESTRICTIONS

39.1                       Disrupted will not license Content for use in connection with matter that is pornographic, defamatory or deceptive, or in a manner that could be considered libelous, obscene, or illegal in nature.  Disrupted will not license and or accept Content that violates Disrupted’s Prohibited Content terms defined in these Terms of Use Agreement.

40     CONTENT SUBMISSION GUIDELINES

40.1                       You agree to strictly adhere and follow Disrupted’s Contributor Guidelines, which are deemed incorporated herein and made a part hereof by this reference. The submission of Content that does not adhere to Disrupted’s Contributor Guidelines may result in the rejection of the Content.

41     COMPENSATION

41.1                       Disrupted will not provide compensation for the contribution of Content, nor will Disrupted provide royalties, payments, fees, or any other form of payment for the contribution and or use of your Content.

42     COPYRIGHT INFRINGEMENT CLAIMS

42.1                       You hereby grant Disrupted the right and authority to take such steps as Disrupted deems commercially reasonable to protect Disrupted’s rights in the Content.

42.2                       In the event that you believe Content has been misused, you shall take no action without providing notice of such misuse to Disrupted and receiving Disrupted’s prior written consent to such action.

42.3                       While Disrupted takes commercially reasonable steps to ensure that the rights of Contributors are not violated by customers or other parties, Disrupted has no obligation to pursue legal action against any alleged infringer of any of your rights in and to any Content.

43     REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

43.1                       you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder;

43.2                       you are under no legal disability or contractual restriction that prevents you from entering into this agreement

43.3                       you are at least 18 years of age;

43.4                       the Content and all parts thereof are owned and/or controlled by you, unencumbered and original works and are capable of copyright protection in all countries where copyright or similar protection is available;

43.5                       the Content is neither obscene nor defamatory, does not violate any applicable laws and/or regulations, and does not infringe the copyright or any other rights of any third party, including, without limitation, trademark rights and the rights of privacy and publicity, and adheres to Disrupted’s Prohibited Content policies.

43.6                       there is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the Content or which might in any way impair the rights granted by you hereunder; and

43.7                       you will not transmit unsolicited emails or engage in so-called "spamming" to publicize or promote your relationship with Disrupted or the availability of your Content - nor will you advertise or otherwise publicize your relationship with Disrupted, nor will you use Disrupted’s Trademarks through the use of search engine advertising and/or marketing.

43.8                       You acknowledge that such advertising and/or marketing might infringe on the intellectual property rights of Disrupted and/or third parties. In addition to its other rights and/or remedies under the Terms of Service, Disrupted shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this subparagraph.

44     MARKETING

Advertiser or Publisher hereby grants to Disrupted a royalty-free, fully paid up, sub-licensable, transferable, nonexclusive, worldwide, irrevocable and perpetual license to reproduce, display, distribute, and otherwise use, in connection with the Disrupted Services, the trademarks, service marks, logos or other indicia of origin associated with Advertiser or Publisher and its Application(s), for the purpose of promoting Advertiser or Publisher and its Application(s) in Disrupted’s advertising, marketing, promotions and promotional materials.

45     RESERVATION OF RIGHTS

Disrupted reserves the right, in its sole discretion, to reject or remove any Application and to restrict, suspend, or terminate Advertiser’s and or Publisher’s access to the Disrupted Services at any time, for any or no reason, with or without prior notice, and without liability.

46     COMPLIANCE WITH LAWS

Advertiser and Publisher represents, warrants, and covenants that: (a) it will insert and display the Advertisements and provide any data (including Data) to Disrupted as required under this Agreement in compliance with, and otherwise comply with, all applicable local, state, provincial, regional, national and international laws, rules and regulations, and by-laws, and with all orders, decrees, policies and directives issued by applicable governmental authorities (collectively, ” Laws”), including, without limitation, regarding the transfer or transmission of data to the United States, privacy and data protection laws and regulations and industry self-regulatory principles, including without limitation, as applicable, the CAN-SPAM Act of 2003, the Children’s Online Privacy Protection Act, EU Directives 95/46/EC and 2002/58/EC as amended and implemented in national law from time to time, and the Council of Better Business Bureaus or similar self-regulatory program that ensures appropriate levels of transparency and consumer control, and in compliance with Publisher’s privacy policy; (b) the Application(s) (i) are and will be in compliance with all Laws and contractual obligations between Publisher and any third parties, and Advertiser and Publisher will satisfy all obligations relating to privacy or data protection owed to third parties and/or any governmental authorities, including compliance with Publisher’s privacy policy; and (ii) do not and will not violate any third party’s intellectual property or proprietary rights; (c) Advertiser and Publisher will not, will not agree to, and will not authorize, encourage, or allow any third party to: (i) interfere or attempt to interfere with the proper working of any of the Disrupted Services or prevent others from using the Disrupted Services; or (ii) use any of the Disrupted Services for any fraudulent, unlawful purpose, or other uses in violation of these Terms of Service or Privacy Policy; and (d) it will comply with the export laws and regulations of the United States and trade controls of other applicable countries, and it will not download or otherwise export or re-export any software available in connection with this Agreement in violation of the export control laws of the United States. Breach or violation of any of the foregoing may result in immediate suspension or termination of this Agreement, at Disrupted’s sole discretion and without liability to Disrupted, and may subject Publisher to federal, state, and/or local penalties and other legal consequences. Disrupted reserves the right, without obligation, to review Advertiser and Publisher’s display of Advertisements and use of the Disrupted Services at any time. In cases of conflict or inconsistency among applicable export and import laws and regulations, Canadian law shall govern.

47     DATA

47.1                       Advertiser and Publisher hereby grants to Disrupted a non-exclusive, perpetual, irrevocable, royalty-free, fully paid up, worldwide, sub-licensable, transferable, right and license to reproduce, display, distribute, copy, modify, amend, create derivative works from, and otherwise use the Data for any purpose in connection with or otherwise related to the provision and operation by Disrupted of the Disrupted Services (including but not limited to the provision of Disrupted Services to third parties) subject to the terms below. With respect to any Usage Data, Derivative Data and Reports that Disrupted may provide to Advertiser and or Publisher, Disrupted hereby grants Advertiser and or Publisher a non-exclusive, royalty-free, fully paid up, revocable, non-transferable, non-sublicenseable right and license to reproduce, display, distribute, copy, modify, amend, create derivative works from, and otherwise use the Usage Data, Derivative Data and the Reports for internal business purposes and in accordance with any Disrupted attribution requirements provided to Advertiser and or Publisher in connection therewith.

47.2                       Disrupted’s use of Ad Monetization Services Data shall be subject to below, and Disrupted’s use of Analytics Services Data shall be subject to below; provided, however, that where Advertiser and or Publisher is receiving both Ad Monetization Services and Analytics Services, Disrupted may use Data obtained under the Ad Monetization Services pursuant to below, regardless of whether such Data also falls under the definition of Analytics Services Data. As between the parties, Publisher is responsible for providing Publisher’s privacy policy and/or notice to Publisher’s Users explaining the sharing of Data with Disrupted as well as the collection and use of Data through the Ad Monetization Services and the Analytics Services. Disrupted shall have no liability to Advertiser or Publisher in the event that Data is lost, corrupted or inaccessible (either temporarily or permanently). Disrupted’s use of Data in accordance herewith shall not be deemed a breach of Section 8 below (Confidentiality).

47.3                       As a condition of using the Ad Monetization Services, and subject to above, Advertiser and Publisher agrees, and shall ensure by including the appropriate wording in Publisher’s privacy policy and/or by obtaining all required consents in accordance with applicable law, that Disrupted has the right, both during and after the term of the Agreement, to receive, collect, retain, use, and publish in any manner any information received or collected by Disrupted in connection with Advertiser’s and Publisher’s use of the Ad Monetization Services or through the Disrupted API, including but not limited to Ad Monetization Services Data, in accordance with the terms of the Disrupted Privacy Policy.

47.4                       As a condition of using the Analytics Service, and subject to above, Advertiser and Publisher agrees, and shall ensure by including the appropriate wording in Publisher’s privacy policy and/or by obtaining all required consents in accordance with applicable law, that Disrupted has the right, both during and after the term of the Agreement, to collect, retain, use, and publish, any information collected by Disrupted in connection with Advertiser’s and Publisher’s use of the Analytics Service including but not limited to Analytics Service Data. Advertiser and Publisher acknowledges and agrees that Disrupted may share Aggregated Data with third parties.

48     OWNERSHIP

48.1                       As between the parties, and subject to the licenses expressly granted in this Agreement, Publisher and its licensors will own and retain all right, title, and interest in and to (a) the Application(s) and (b) any Data provided by Publisher, including Data collected through the Disrupted API. Publisher shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data.

48.2                       As between the parties and subject to the licenses expressly granted in this Agreement, Advertiser and its licensors will own and retain all right, title, and interest in and to (a) the advertisement(s) and (b) any Data provided by Advertiser, including Data collected through the Disrupted API. Advertiser shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data.

48.3                       As between the parties, Disrupted and its licensors will exclusively own and retain all right, title, and interest in and to: (a) the ctalyst® Platform, including all Disrupted Services and the API, including all information and software (and improvements and updates) related thereto, and all Usage Data and Derivative Data (including compilations thereof but excluding the Data) collected through the Disrupted Services, the Advertisements or the Disrupted Platform; (b) any materials, information, inventions, data or software (and improvements and updates related thereto) which were owned by Disrupted or its affiliates prior to the Effective Date of this Agreement or which are subsequently created by Disrupted (either solely or jointly with Publisher) under this Agreement, excluding Data; and (c) the Reports (except with respect to Data contained therein).

49     CONFIDENTIALITY

49.1                       “Confidential Information” of Disrupted includes: (a) as between Disrupted and Publisher, the Advertisements, prior to publication hereunder; (b) as between Disrupted and Advertiser, the Advertisements, prior to publication hereunder; (c) information relating to pricing, pricing structures, revenue, suppliers, customers, and Disrupted’s financial model and methodologies; (d) data (including any Usage Data, Derivative Data and compilations thereof), information or software relating to or collected through the Disrupted Services (except for the Data); and (e) the Reports (except with respect to Analytics Service Data contained therein).

49.2                       “Confidential Information” of either party means, in addition to the foregoing, any information designated in writing, or identified orally at time of disclosure, by the disclosing party as “confidential” or “proprietary.” Each party will keep confidential, and neither party will use for any purpose, or disclose to any third party (other than a party’s respective officers, directors, employees, contractors, and/or advisors with a need to know under this Agreement and an independent obligation of confidentiality no less protective than the terms hereof), any Confidential Information of the other party except to fulfill its obligations or exercise its rights under this Agreement, except as otherwise permitted by this Agreement. This restriction will survive the expiration or termination of this Agreement. The foregoing restriction does not apply to information that: (a) has been independently developed by the receiving party without access to the other party’s Confidential Information and without any breach of any obligation of this Agreement; (b) has become publicly known through no breach by the receiving party; (c) has been rightfully received from a third party authorized to make such disclosure; (d) has been approved for release in writing by the disclosing party; or (e) is required to be disclosed by a competent legal or governmental authority, provided that the receiving party gives the disclosing party prompt notice of such requirement prior to disclosure and assists in obtaining an order to protect the information from public disclosure. Confidential Information is the sole and exclusive property of the disclosing party or its licensors, suppliers, or clients. Except as set forth herein, upon expiration or termination of this Agreement for any reasons, or upon the reasonable request of either party, the receiving party shall promptly return or destroy all Confidential Information of the other party and any copies of the Confidential Information of the other party to its owner and certify in writing that it has so returned or destroyed all such Confidential Information.

50     TERMINATION

50.1                       Disrupted may suspend or terminate this Agreement or any portion hereof, or any Order Summary or amendment, or any portion thereof, at any time for any reason or for no reason without notice to Advertiser or Publisher. Advertiser or Publisher may terminate this Agreement at any time for any reason or for no reason upon at least thirty (30) days’ prior written notice to Disrupted. Upon termination of this Agreement, each party will remain liable to the other for any amounts due and owing to the other party as of the date of termination, and such obligation to pay shall survive the termination of this Agreement. Upon any termination of this Agreement, Publisher will cease distribution of any Application that incorporates the API and certify thereto in writing to Disrupted within five (5) business days of such termination.

50.2                       Upon any termination of this Agreement, Publisher shall remove all Disrupted assets including but not limited to 3D Models and Product Placements from their Applications within 30 business days of such termination.

50.3                       Upon any termination of this Agreement, Publisher shall not be entitled to receive advertising revenue share from the date of the termination onwards.

50.4                       Upon any termination of this Agreement, Advertiser shall remain obligated for the entire cost of any campaigns regardless of the termination. Advertiser shall not be entitled to a refund or reimbursement or pro-rated reimbursement for any reason.

51     REPRESENTATIONS, WARRANTIES AND COVENANTS

In addition to the representations, warranties and covenants made under other sections of this Agreement, Advertiser or Publisher further represents, warrants and covenants that: (a) Avertiser or Publisher is the owner or legally authorized to act on behalf of the owner of each Application for which Advertiser or Publisher engages any Disrupted Services; (b) Advertiser or Publisher has and will maintain all necessary rights, power, licenses and authority to enter into this Agreement and to perform the acts required of Advertiser or Publisher hereunder and to permit Disrupted to perform its obligations contemplated under this Agreement; (c) the Applications, including software, documentation and other information related thereto, are in compliance with the Guidelines and do not infringe the intellectual property rights, privacy rights or other rights of any person or entity; (d) Advertiser or Publisher has complied, and will continue to comply, with all applicable laws, statutes, ordinances, and regulations (including but not limited to, any relevant data protection or privacy laws); (e) Advertiser or Publisher will obtain and comply with any and all applicable consents, authorizations and clearances from Users to allow Disrupted to collect, store, and use User Data; and (f) Advertiser or Publisher will at all times comply with the terms of this Agreement (including but not limited to these Terms of Service and the terms of an applicable Order Summary or amendment for the applicable Disrupted Services), all Disrupted policies, the Guidelines, and any other Terms of Service provided by Disrupted in connection with any one or more of the Disrupted Services, or any amendments to the foregoing, and with the applicable laws, regulations and rules of all applicable countries and other jurisdictions.

52     INDEMNIFICATION

52.1                       Advertiser or Publisher will indemnify, defend and hold harmless Disrupted and its affiliates, and their respective officers, directors, employees, agents, and contractors on demand from and against any third party claims, allegations, losses, costs, liabilities, damages, penalties, settlements, judgments, fees and expenses (including without limitation reasonable attorneys’ fees and expenses) (collectively “Losses”) arising out of or related to any actual or alleged: (a) breach by Advertiser or Publisher, its affiliates or their respective officers, directors, employees, agents or contractors (collectively, “Representatives”) of any term(s) of this Agreement, including but not limited to Advertiser’s or Publisher’s representations, warranties and covenants hereunder; (b) claims that any applications (including the Application(s)), products, services or software distributed, made available or developed by Advertiser or Publisher infringe any third party’s intellectual property rights, privacy, rights of publicity or other rights; and (c) violation or failure by Advertiser or Publisher or any Representative to comply with all laws and regulations in connection with Advertisers Ads or Publisher’s Applications, use of the Disrupted Platform (including Disrupted Services) or otherwise, whether or not described herein.

52.2                       Advertiser or Publisher reserves the right, at Advertiser’s or Publisher’s expense, to provide Disrupted with prompt written notice of its intention to assume the exclusive defense and control of any matter for which Advertiser or Publisher is required to indemnify Disrupted (absent which Disrupted shall control such defense at Advertiser’s or Publisher’s cost), and Disrupted agrees to reasonably cooperate with Advertiser’s or Publisher’s defense of such claims at Advertiser’s or Publisher’s expense. Advertiser or Publisher shall not enter into any settlement for which indemnity is sought unless: (a) such settlement includes an unconditional release of Disrupted and its affiliates from all liability on all claims; and (b) Disrupted gives its prior written approval, which shall not be unreasonably withheld.

53     DISCLAIMERS

53.1                       DISRUPTED, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES, DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN CONNECTION WITH THE DISRUPTED PLATFORM, INCLUDING THE DISRUPTED SERVICES, THE CONTENT, FUNCTIONALITY OR PERFORMANCE OF ANY OF THE DISRUPTED SERVICES, THE API, ANY ADVERTISEMENT OR ANY APPLICATION, AND ANY OTHER DISRUPTED PRODUCTS OR SERVICES TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE DISRUPTED PLATFORM AND ALL DISRUPTED SERVICES AND API ARE PROVIDED “AS-IS” AND WITHOUT WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF PERFORMANCE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHER, DISRUPTED DOES NOT MAKE, AND HAS NOT MADE, ANY REPRESENTATION OR WARRANTY THAT THE DISRUPTED PLATFORM OR THE DISRUPTED SERVICES OR API ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR VIRUS-FREE OR THAT THE OPERATION OF THE DISRUPTED SERVICES OR API WILL BE UNINTERRUPTED. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO PUBLISHER. DISRUPTED DOES NOT WARRANT OR GUARANTEE: (A) THE RESULTS OF USE OF THE DISRUPTED SERVICES INCLUDING THAT PUBLISHER WILL EARN ANY PARTICULAR AMOUNTS (OR ANY AMOUNTS AT ALL); (B) THE RESULTS OF ANY CONSULTING, DEVELOPMENT, OR OTHER SERVICES PROVIDED BY DISRUPTED; OR (C) THE ACCURACY OR COMPLETENESS OF THE REPORTS. Without limiting the generality of the foregoing, Advertiser or Publisher acknowledges that some of the Disrupted Services are based, in whole or in part, on a FIFO (First In First Out) model and some of the main factors that determine the revenue therefrom are not within Disrupted’s control.

53.2                       Advertiser or Publisher acknowledges and agrees that Disrupted is not affiliated with or responsible for any third-party products or services displayed, distributed or otherwise promoted in connection with the Disrupted Services, including without limitation, the Advertisements. Disrupted neither represents nor endorses the quality, accuracy, reliability, integrity or legality of any third party products or services, nor the truth or accuracy of the description of any Advertisements, links, content, advice, opinions, offers, proposals, statements, data or other information from any third party products or services that are displayed, distributed or otherwise used in connection with the Disrupted Services.

54     LIMITATION OF LIABILITY AND DAMAGES

NOTHING IN THESE TERMS AND CONDITIONS SHALL LIMIT OR EXCLUDE DISRUPTED’S LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES, AGENTS OR SUB-CONTRACTORS; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW. IN NO EVENT WILL DISRUPTED, ITS PARENT, SUBSIDIARIES, AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS (COLLECTIVELY, THE “DISRUPTED PARTIES”), BE LIABLE TO ADVERTISER OR PUBLISHER OR ANY OTHER PERSON OR ENTITY WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS ARISING OUT OF THIS AGREEMENT, EVEN IF DISRUPTED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. THE DISRUPTED PARTIES’ AGGREGATE LIABILITY IN RESPECT OF ALL OTHER LOSSES ARISING OUT OF THIS AGREEMENT WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, WILL NOT EXCEED ONE HUNDRED DOLLARS ($100) USD. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, THE DISRUPTED PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE DISRUPTED SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS, AND ADVERTISER OR PUBLISHER AGREES THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS AND EXCLUSIVE REMEDIES SPECIFIED HEREIN ARE FAIR AND REASONABLE AND WILL SURVIVE EVEN IF THE DISRUPTED SERVICES, THIS AGREEMENT, ANY APPLICABLE ORDER SUMMARY OR AMENDMENT, OR ANY ELEMENT THEREOF IS FOUND TO HAVE FAILED IN ITS OR THEIR ESSENTIAL PURPOSE. ADVERTISER OR PUBLISHER ACKNOWLEDGES AND AGREES THAT ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE RAISED WITHIN 12 MONTHS FROM THE DATE OF ACCRUAL THEREOF OR SUCH CLAIM SHALL BE FOREVER WAIVED. IF ADVERTISER OR PUBLISHER IS DISSATISFIED WITH ANY ASPECT OF THE DISRUPTED SERVICES OR THIS AGREEMENT AT ANY TIME, ADVERTISER’S OR PUBLISHER’S SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE DISRUPTED SERVICES.

55     GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without giving effect to principles of conflicts of law.

56     DISPUTE RESOLUTION/ARBITRATION

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. DISRUPTED AND ADVERTISER OR PUBLISHER AGREE THAT THESE TERMS OF SERVICE AFFECT COMMERCE AND INTERNATIONAL COMMERCE AND THAT THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION OF THESE ARBITRATION PROVISIONS.

56.1                       Informal Resolution. In the event of a dispute, claim, or controversy arising out of or relating to these Terms of Service (including with respect to their validity or enforceability), the ctalyst® Platform (including Disrupted Publisher Services), any person’s or entity’s access to and/or use of the ctalyst® Platform or Disrupted Publisher Services, and/or the provision of content, products, services, and/or technology on or through the ctalyst® Platform or Disrupted Publisher Services, Disrupted or you must first give the other notice of the dispute, claim, or controversy, and the notice must include a brief written statement that sets forth the name, address, and contact information of the party giving it, as well as the facts giving rise to the dispute, claim, or controversy and the relief requested. Notices must be made in accordance with Section 19 hereof. Disrupted and you will attempt to resolve any dispute, claim, or controversy through informal negotiation within thirty (30) days from the date that any notice of dispute, claim, or controversy is sent. Disrupted and you shall use reasonable, good faith, efforts to settle any dispute, claim, or controversy through consultation and good faith negotiations. After 30 days, Disrupted or you may resort to the other alternatives described in this Section. Notwithstanding the foregoing, the notice and 30 day negotiation period required by this paragraph shall not apply to disputes, claims, or controversies concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Disrupted Publisher Services. Nothing in th is Terms of Service limits Disrupted’s rights with respect to Problem Events or to suspend the Publisher Services at any time.

56.2                       Formal Resolution by Arbitration. Except as otherwise specifically set forth below, any dispute, claim, or controversy of any kind between Disrupted and you arising out of or relating to these Terms of Service (including with respect to their validity or enforceability), the Disrupted Publisher Services, any person’s or entity’s access to and/or use of the Disrupted Publisher Services, and/or the provision of content, products, services, and/or technology on or through the Disrupted Publisher Services, if unresolved through informal discussions within thirty (30) days of the sending of the notice described above, shall be resolved by binding arbitration to be held in Vancouver, British Columbia, Canada. The arbitration shall be conducted by a single arbitrator.  The decision of the arbitrator will be in writing and binding and conclusive on Disrupted and you, and judgment to enforce the decision may be entered by any court of competent jurisdiction. Disrupted and you agree that dispositive motions, including without limitation motions to dismiss and motions for summary judgment, will be allowed in the arbitration. The arbitrator must follow these Terms of Service and can award the same damages and relief as a court, including injunctive or other equitable relief and attorney’s fees. Disrupted and you understand that, absent this mandatory arbitration provision, Disrupted and you would have the right to sue in court and have a jury trial. Disrupted and you further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and that the right to discovery may be more limited in arbitration than in court.

56.3                       Exceptions. Notwithstanding the foregoing, disputes, claims, or controversies concerning patents, copyrights, moral rights, trademarks, Confidential Information, and trade secrets and claims of piracy or unauthorized use of the Disrupted Publisher Services shall not be subject to arbitration. You or Disrupted may choose to pursue a claim in small claims court where jurisdiction and venue over you and Disrupted otherwise qualify for such small claims court and where the claim does not include a request for any type of equitable relief. If for any reason a claim, dispute or controversy between Disrupted and you is before a court (e.g., if the arbitration provisions are found unenforceable or if pursuant to these Terms of Service the matter is not subject to arbitration), Disrupted and you agree to exclusive personal jurisdiction and venue in the province and federal courts located in Vancouver, British Columbia and agree to waive, to the fullest extent allowed by law, any trial by jury.

56.4                       Applicability. This will also apply to any claims asserted by you against any present or future parent, subsidiary or affiliated company of Disrupted, and to any claims asserted by any of them against you, to the extent that any such claims arise out of or relate to these Terms of Service (including with respect to their validity or enforceability), the Disrupted Publisher Services, any person’s or entity’s access to and/or use of the Disrupted Publisher Services, and/or the provision of content, products, services, and/or technology on or through the Disrupted Publisher Services.

57     FEEDBACK

57.1                       All comments, feedback or materials submitted by Advertiser or Publisher to Disrupted including feedback, testimonials, images, reviews, questions, comments, suggestions or ideas (collectively, “Feedback”) shall be received and treated by Disrupted on a non-confidential and unrestricted basis. Disrupted will be free to use, display, perform, distribute, copy, adapt, and promote, in any medium now known or later developed, without compensation to Advertiser or Publisher, the Feedback along with all ideas, concepts, know-how, techniques or methodologies contained in such Feedback, for any purpose whatsoever, including without limitation, developing, marketing and selling products and services incorporating such Feedback. Advertiser or Publisher agrees that, in submitting Feedback, it will not violate any right of any third party, including any confidentiality, copyright, trademark, privacy or other personal or intellectual property or proprietary rights, and will not cause injury to any person or entity. Advertiser or Publisher further agrees that no Feedback Advertiser or Publisher submits will be or contain libelous or otherwise unlawful, threatening, abusive or obscene material, or contain viruses, commercial solicitations, or any form of “spam”.

58     NOTICES

Notices to Advertiser or Publisher shall be sent by email to the address provided for Advertiser or Publisher in the Account Configuration. Notices to Disrupted shall be sent by email to support@disruptedlogic.com; provided, however, that any notice concerning termination, breach, indemnification or any other legal concern (collectively, “Legal Notice”) shall be made in writing and delivered by hand delivery, or by internationally recognized overnight courier service, or by prepaid, certified mail return receipt requested to: Disrupted Logic Interactive Inc, Suite 210 8120 128th Street, Surrey, British Columbia, Canada V3W 1R1, Atten: Legal Department. Notices shall be effective upon receipt; provided that notices sent by email shall be effective as of the email date absent receipt by the sender of a bounce back or error message, and provided further that Legal Notices shall be effective only if made and delivered in the manner expressly set forth above.

59     MISCELLANEOUS

The words “include” and “including” and variations thereof will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” This Agreement sets forth the entire agreement between Disrupted and Advertiser or Publisher, and supersedes any and all prior agreements (whether written or oral) with respect to the subject matter set forth herein. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned without Disrupted’s prior written consent, and any attempt to do so in breach of the foregoing will be null and void. This Agreement shall inure to the benefit of and be binding upon each party’s respective successors and assigns. Disrupted and Advertiser or Publisher are independent contractors, and neither Disrupted nor Advertiser or Publisher is an agent, representative or partner of the other. Disrupted may amend or update these Terms of Service at any time in its sole discretion by posting any such amended or updated Terms of Service to Disrupted’s website or otherwise notifying Advertiser or Publisher. Advertiser’s or Publisher’s continued use of the Disrupted Services following such posting or notice of amended and/or updated Terms of Service shall constitute Advertiser’s or Publisher’s acceptance of the amended and or updated Terms of Service. Disrupted reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Disrupted Services without notice. Disrupted will not be liable to Advertiser or Publisher or to any third party for any modification, suspension, failure or discontinuance of all or any portion of the Disrupted Services. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions will remain in full force and effect. In case of any conflict or inconsistency among these Terms of Service, the terms contained in an applicable Order Summary, any amendment to the Terms of Service or Order Summary, or the Guidelines, the terms of the applicable amendment shall govern and control, followed in precedence by the applicable Order Summary, these Terms of Service, and followed then by the Guidelines. Any preprinted terms on any other transactional or other document issued in connection herewith (including, without limitation, purchase orders, RFPs, bills of lading, etc.) are per se null and void and of no force or effect. The following sections of these Terms of Service shall survive expiration or termination of this Agreement (with respect to any payment obligations existing as of the effective date of termination or expiration). Neither party shall be responsible for failure to perform hereunder due to a cause beyond its reasonable control, including, without limitation, terrorism, fire, civil disturbance, war, rebellion, earthquake, flood and similar occurrences, provided that performance shall resume as soon as commercially practicable after the cause no longer prevents performance. The use of headings herein is for convenience only and is not intended as nor shall it be used as an aid to interpretation.

Disrupted Logic Interactive Inc., Terms of Service updated July 1, 2016