SHADOWBOX LEGAL: GENERAL TERMS OF SERVICE   SHADOWBOX LEGAL: GENERAL TERMS & CONDITIONS (SBG CONSULTANCY-MANAGEMENT SERVICES)  THESE GENERAL TERMS AND CONDITIONS (“TERMS”) APPLY TO ALL CONSULTANCY SERVICES THAT THE  CONSULTANT WILL PROVIDE FOR OR ON BEHALF OF THE PRINCIPAL.  

1. SCOPE OF THE GENERAL TERMS & CONDITIONS  

THE FOLLOWING GENERAL TERMS AND CONDITIONS (T&C) SHALL APPLY TO ALL CURRENT AND FUTURE  CONSULTING SERVICE CONTRACTS EXCEPT 3PL SERVICES BETWEEN THE CLIENT (HEREINAFTER “CLIENT”)  AND SBG-CORNERMAN, INC. INTERNATIONAL SERVICES, INC. (HEREINAFTER “SBG-CORNERMAN, INC.”).  EXCEPTIONS TO THE GENERAL T&C, IN PARTICULAR, ALSO T&C LAID DOWN BY THE CLIENT SHALL ONLY  APPLY IF THEY HAVE BEEN EXPRESSLY AGREED TO AND CONFIRMED IN WRITING BY SBG-CORNERMAN, INC..  ALL CONSULTING SERVICE CONTRACTS AND OTHER AGREEMENTS ARE ONLY BINDING IF CONFIRMED BY  BOTH PARTIES AND DULY SIGNED; THEY ARE MUTUALLY BINDING ONLY TO THE EXTENT SET FORTH IN THE  WRITTEN CONTRACTUAL AGREEMENT.  

2. SCOPE & REALIZATION OF THE SERVICE CONTRACT  

THE SCOPE OF SERVICE IS DETERMINED ACCORDING TO THE WRITTEN CONTRACT, ADDENDUMS AND A  LISTING OF APPLICABLE CONTRACT SPECIFICATIONS. CHANGES TO THE SCOPE OF CONSULTING SERVICES  REQUIRE A WRITTEN AGREEMENT BETWEEN THE CLIENT AND SBG-CORNERMAN, INC.. DATES OF SERVICE  COMPLETION ARE ONLY PROVIDED AS APPROXIMATION AND WILL NOT BE BINDING UNLESS EXPRESSLY  MARKED SO IN WRITING. SBG-CORNERMAN, INC. HAS THE RIGHT TO SELECT EMPLOYEES ASSIGNED TO THE  RESPECTIVE PROJECT BY ITSELF. SBG-CORNERMAN, INC. RESERVES THE RIGHT TO DECIDE WHETHER  SERVICES WILL BE PROVIDED AT CLIENT’S SITE OR AT OTHER LOCATIONS. ALTHOUGH EMPLOYEES OF SBG  CORNERMAN, INC. MIGHT PROVIDE SERVICES AT CLIENT’S SITE, THE MANAGEMENT AND DIRECTION FOR  ALL ON SITES IS AN SBG-CORNERMAN, INC. RESPONSIBILITY. SBG-CORNERMAN, INC. MAY CONTRACT WITH  OTHER EXTERNAL SERVICE PROVIDERS UNLESS IN PERFORMANCE OF THE CONTRACT UNLESS  CONTRACTUALLY PROHIBITED BY SERVICE CONTRACT.  IF INCREASED COSTS ARE CAUSED BY THE CLIENT’S FAILURE TO TIMELY MEET ITS DUTY TO CO-OPERATE,  CLIENT SHALL REIMBURSE SBG-CORNERMAN, INC. FOR ALL INCREMENTAL COSTS. THE TIME FOR  PERFORMANCE, WHERE AGREED, SHALL BE EXTENDED BY ADDITIONAL TIME REQUIRED FOR THE  RESUMPTION OF PERFORMANCE AFTER ELIMINATION OF SUCH OBSTRUCTION. SBG-CORNERMAN, INC. IS  NOT RESPONSIBLE FOR DELAYS OR LACK OF PERFORMANCE DUE TO ACTS OF GOD. 

3. DUTY OF DISCLOSURE BY THE CLIENT 

IT IS THE RESPONSIBILITY OF THE CLIENT TO ENSURE THAT ALL DOCUMENTS AND INFORMATION NEEDED  FOR THE PERFORMANCE AND COMPLETION OF THE CONTRACT ARE MADE AVAILABLE TO SBG CORNERMAN, INC. ON A TIMELY BASIS WITHOUT HAVING TO BE SPECIFICALLY REQUESTED, AND THAT SBG CORNERMAN, INC. BE INFORMED OF ALL OCCURRENCES AND CIRCUMSTANCES THAT ARE OF SIGNIFICANCE  TO THE IMPLEMENTATION OF THE CONTRACT.  

4. INTELLECTUAL PROPERTY & COPYRIGHTS 

SBG-CORNERMAN, INC. RETAINS COPYRIGHT AND ALL INTANGIBLE PROPERTY RIGHTS WITH RESPECT OF  SBG-CORNERMAN, INC. SOFTWARE USED IN THE PERFORMANCE OF SERVICES. SBG-CORNERMAN, INC.  ALSO RETAINS COPYRIGHT TO OTHER SOFTWARE AND INTANGIBLES DEVELOPED WITHIN THE SCOPE OF  SERVICES PROVIDED BY SBG-CORNERMAN, INC., UNLESS OTHERWISE DOCUMENTED.  

5. LIMITATION OF LIABILITY  

SBG-CORNERMAN, INC. HEREBY REPRESENTS AND WARRANTS TO CLIENT THAT IT HAS INSURANCE  POLICIES IN PLACE AS REQUIRED BY LAW. AT CLIENT SITES WHERE SBG-CORNERMAN, INC. HAS A  SIGNIFICANT PRESENCE, CLIENT SHALL MAINTAIN GENERAL LIABILITY INSURANCE COVERAGE WHICH  INCLUDES SBG-CORNERMAN, INC. AS AN ADDITIONAL INSURED, AND SHALL FURNISH TO SBG  CORNERMAN, INC. A CERTIFICATE OF INSURANCE FROM ITS INSURANCE CARRIER(S) CERTIFYING THAT  INSURANCE COVERAGE IS IN EFFECT AND WILL NOT BE CANCELED OR MATERIALLY CHANGED WITHOUT  SBG-CORNERMAN, INC.’S WRITTEN CONSENT. SBG-CORNERMAN, INC. WILL ENDEAVOR TO ENSURE THAT  ALL TRANSACTIONS ARE REVIEWED PER THE REQUIREMENTS AND SPECIFICATIONS OF CLIENT. CLIENT IS  RESPONSIBLE FOR THE ACCURACY AND TIMELINESS OF ALL DATA AND IS LIABLE FOR ALL TAXES, INTEREST,  PENALTIES AND OTHER FEES AS MAY BE ASSESSED BY THE GOVERNMENT FOR NON-COMPLIANCE,  OMISSIONS, ERRORS AND AUDITS. SBG-CORNERMAN, INC. DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED  WARRANTIES IN CONNECTION WITH ITS SERVICES. SBG-CORNERMAN, INC. SHALL NOT BE LIABLE FOR ANY  DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT  LIMITED TO DAMAGES FOR LOST REVENUE, LOST PROFITS, BUSINESS INTERRUPTION, LOST INFORMATION  OR DATA, COMPUTER INTERRUPTION AND THE LIKE) OR THE COST OF PROCUREMENT OF SUBSTITUTE  GOODS OR SERVICES ARISING FROM OR RELATED TO THE USE OF SBG-CORNERMAN, INC.’S SERVICES.  CLIENT SHALL TAKE ALL NECESSARY PRECAUTIONS TO PREVENT THE OCCURRENCE OF ANY INJURY TO  PERSONS OR TO PROPERTY DURING THE PERFORMANCE OF WORK AND ENSURE THAT CLIENT AND ITS  PERSONNEL NEITHER POSE A THREAT TO SBG-CORNERMAN, INC.’S SAFE WORK ENVIRONMENT NOR THE  INTEGRITY OF ITS BUSINESS OPERATIONS. EXCEPT TO THE EXTENT THAT ANY INJURY OR DAMAGE IS DUE  TO SBG-CORNERMAN, INC., CLIENT SHALL RELEASE, DEFEND, HOLD HARMLESS AND INDEMNIFY SBG CORNERMAN, INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND  ASSIGNS, WHETHER ACTING IN THE COURSE OF THEIR EMPLOYMENT OR OTHERWISE, AGAINST ANY AND  ALL SUITS, ACTIONS OR PROCEEDINGS, AT LAW OR IN EQUITY, AND FROM ANY AND ALL CLAIMS, DEMANDS,  LOSSES, JUDGMENTS, DAMAGES, COSTS, EXPENSES OR LIABILITIES, INCLUDING WITHOUT LIMITATION  CLAIMS FOR PERSONAL OR PROPERTY DAMAGE, RESULTING FROM OR IN ANY WAY CONNECTED ANY ACT  OR OMISSION OF CLIENT’S PERSONNEL, CLIENT ITS AGENTS, EMPLOYEES OR SUBCONTRACTORS IN  CONNECTION WITH, BUT NOT LIMITED TO, ALL OF THE REPRESENTATIONS, WARRANTIES OR COVENANTS  CONTAINED IN THIS AGREEMENT. IN ADDITION, CLIENT SHALL INDEMNIFY, DEFEND AND HOLD SBG CORNERMAN, INC. HARMLESS FROM AND AGAINST ANY CLAIMS, COSTS OR EXPENSES, INCLUDING, BUT NO  LIMITED TO, REASONABLE ATTORNEY’S FEES, ARISING OUT OF OR IN CONNECTION WITH ANY EMPLOYMENT  CLAIMS. CLIENT AGREES TO INCLUDE CLAUSE IN ALL RELATED SUBCONTRACTS. SBG-CORNERMAN, INC.  SHALL TAKE ALL NECESSARY PRECAUTIONS TO PREVENT THE OCCURRENCE OF ANY INJURY TO PERSONS  OR TO PROPERTY DURING THE PROGRESS OF WORK AND ENSURE THAT SBG-CORNERMAN, INC. AND ITS  PERSONNEL NEITHER POSE A THREAT TO CLIENT’S SAFE WORK ENVIRONMENT NOR THE INTEGRITY OF ITS  BUSINESS OPERATIONS. EXCEPT TO THE EXTENT THAT ANY INJURY OR DAMAGE IS DUE TO CLIENT, SBG CORNERMAN, INC. SHALL RELEASE, DEFEND, HOLD HARMLESS AND INDEMNIFY CLIENT, ITS DIRECTORS,  OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS, WHETHER ACTING IN THE  COURSE OF THEIR EMPLOYMENT OR OTHERWISE, AGAINST ANY AND ALL SUITS, ACTIONS OR  PROCEEDINGS, AT LAW OR IN EQUITY, AND FROM ANY AND ALL CLAIMS, DEMANDS, LOSSES, JUDGMENTS,  DAMAGES, COSTS, EXPENSES OR LIABILITIES, INCLUDING WITHOUT LIMITATION CLAIMS FOR PERSONAL OR  PROPERTY DAMAGE, RESULTING FROM OR IN ANY WAY CONNECTED ANY ACT OR OMISSION OF SBG  CORNERMAN, INC.’S PERSONNEL, SBG-CORNERMAN, INC. ITS AGENTS, EMPLOYEES OR SUBCONTRACTORS  IN CONNECTION WITH, BUT NOT LIMITED TO, ALL OF THE REPRESENTATIONS, WARRANTIES OR COVENANTS  CONTAINED IN THIS AGREEMENT. IN ADDITION, SBG-CORNERMAN, INC. SHALL INDEMNIFY, DEFEND AND  HOLD CLIENT HARMLESS FROM AND AGAINST ANY CLAIMS, COSTS OR EXPENSES, INCLUDING, BUT NO  LIMITED TO, REASONABLE ATTORNEY’S FEES, ARISING OUT OF OR IN CONNECTION WITH ANY EMPLOYMENT  CLAIMS. SBG-CORNERMAN, INC. AGREES TO INCLUDE CLAUSE IN ALL RELATED SUBCONTRACTS.  

6. CONFIDENTIALITY & DATA PROTECTION  

ALL TECHNIQUES, DESIGNS, DRAWINGS, PROCESSES, INVENTIONS, EQUIPMENT, PROPOSALS,  SPECIFICATIONS, AND SUCH INFORMATION CONCERNING THE PRODUCTS, SERVICES OR EQUIPMENT  DISCLOSED BY EITHER SBG-CORNERMAN, INC. OR CLIENT SHALL BE HELD CONFIDENTIAL AND SHALL NOT  BE DISCLOSED BY EITHER PARTY WITHOUT PRIOR WRITTEN CONSENT EXCEPT AS OTHERWISE REQUIRED  FOR PERFORMANCE OF THE SERVICES.  

7. FEES & PAYMENT  

THE FEE AND EXPENSE REIMBURSEMENT SHALL BE AGREED UPON BY THE CLIENT AND SBG-CORNERMAN,  INC. PER SERVICE CONTRACT. PAYMENT TERMS ARE NET (30) DAYS UNLESS OTHERWISE AGREED UPON IN  SERVICE CONTRACT. IF IMPLEMENTATION OF THE CONTRACT IS PREVENTED BY THE CLIENT AFTER THE  CONTRACT HAS BEEN SIGNED (FOR EX. DUE TO CANCELLATION), THE BUSINESS CONSULTANT IS  NONETHELESS ENTITLED TO PAYMENT FOR THE STIPULATED SCOPE OF CONSULTATION SERVICES. IF THE  EXECUTION OF THE CONTRACT DOES NOT OCCUR DUE TO CIRCUMSTANCES WHICH ARE SUBSTANTIALLY  CAUSED BY SBG-CORNERMAN, INC., THEN SBG-CORNERMAN, INC. SHALL ONLY BE ENTITLED TO RECEIVE  THE PART OF THE FEE WHICH CORRESPONDS TO THOSE SERVICES ALREADY PERFORMED. THIS  PARTICULARLY APPLIES IF, DESPITE CANCELLATION, SBG-CORNERMAN, INC.‘S SERVICES UP TO THAT POINT  ARE USABLE BY THE CLIENT. APART FROM APPARENT DEFICIENCIES, ANY COMPLAINT ABOUT SBG CORNERMAN, INC.‘S SERVICES DOES NOT JUSTIFY THE RETENTION OF FEES OWED TO SBG-CORNERMAN,  INC. IF THE CLIENT IS DELINQUENT ON A DUE PAYMENT, SBG-CORNERMAN, INC. RESERVES THE RIGHT TO  RESCIND THE CONTRACT EFFECTIVE IMMEDIATELY AND ASSERT A CLAIM FOR DAMAGES.  

8. GOVERNING LAW & JURISDICTION 

UNLESS AND EXCEPT AS THESE T&C CONTAIN PROVISIONS TO THE CONTRARY, THE LAWS OF THE STATE OF  FLORIDA SHALL GOVERN THESE CONDITIONS. BY ACCEPTING THE SERVICES PROVIDED UNDER THESE  CONDITIONS, THE CLIENT IRREVOCABLY AGREES TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE  SAID STATE IN AND FOR LEE COUNTY, FLORIDA AND SUBMITS TO THE PERSONAL JURISDICTION OF SAID  COURTS.  

9. FORCE MAJEURE  

EACH PARTY SHALL BE EXCUSED FROM PERFORMANCE UNDER THE AGREEMENT TO THE EXTENT THAT  SUCH PARTY IS PREVENTED FROM PERFORMING, IN WHOLE OR IN PART, BY DELAYS CAUSED BY AN ACT OF  GOD, WAR, CIVIL DISTURBANCE, LABOR DISPUTE, OR OTHER CAUSE BEYOND ITS REASONABLE CONTROL.  THE NON-PERFORMING PARTY SHALL PROMPTLY GIVE NOTICE OF ITS NON-PERFORMANCE TO THE OTHER  PARTY. THE NON-PERFORMING PARTY SHALL MAKE ALL COMMERCIALLY REASONABLE EFFORTS TO  REMOVE SUCH CAUSE OF NONPERFORMANCE. ALL OTHER OBLIGATIONS NOT AFFECTED BY SUCH CAUSE  OF NONPERFORMANCE SHALL BE IN FULL FORCE AND EFFECT DURING THE PERIOD OF TIME THAT THE  AFFECTED OBLIGATION IS SUSPENDED DURING THE CONTINUANCE OF SUCH CAUSE OF NON  PERFORMANCE.   SHADOWBOX LEGAL: GENERAL TERMS AND CONDITIONS (SBG CONSULTANCY-MANAGEMENT SERVICES)  THESE GENERAL TERMS AND CONDITIONS (“TERMS”) APPLY TO ALL CONSULTANCY SERVICES THAT THE  CONSULTANT WILL PROVIDE FOR OR ON BEHALF OF THE PRINCIPAL.  

1. DEFINITIONS  

1.1 IN THESE TERMS THE FOLLOWING WORDS HAVE THE MEANINGS SET OUT BELOW AND DERIVATIVE  WORDS WILL HAVE A CORRESPONDING MEANING:   – “AFFILIATE” MEANS, WITH REFERENCE TO A PARTY, ANY OTHER PARTY WHICH: (A) DIRECTLY OR  INDIRECTLY CONTROLS OR IS CONTROLLED BY THE FIRST PARTY; OR (B) IS DIRECTLY OR INDIRECTLY  CONTROLLED BY A PARTY WHICH ALSO DIRECTLY OR INDIRECTLY CONTROLS THE FIRST PARTY; AND FOR  THE PURPOSES OF THIS DEFINITION, A PARTY CONTROLS ANOTHER PARTY IF SUCH PARTY HAS THE  POWER TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT AND POLICIES OF THE OTHER  PARTY, WHETHER DIRECTLY OR INDIRECTLY, THROUGH ONE OR MORE INTERMEDIARIES OR OTHERWISE,  AND WHETHER BY OWNERSHIP OF SHARES OR OTHER EQUITY INTERESTS, THE HOLDING OF VOTING  RIGHTS OR CONTRACTUAL RIGHTS, BY BEING THE GENERAL PARTNER OF A LIMITED PARTNERSHIP, OR   OTHERWISE. – “AGREEMENT” MEANS THE LETTER CONCLUDED BETWEEN THE PRINCIPAL AND THE CONSULTANT IN  ACCORDANCE WITH ARTICLE 2.1 HEREOF AND ANY DOCUMENTS REFERRED THEREIN OR ATTACHED  THERETO, INCLUDING, BUT NOT LIMITED TO, THESE TERMS.   – “CONSULTANT” MEANS THE PARTY THAT WILL UNDERTAKE THE SERVICES, AS SPECIFIED IN THE LETTER.  – “CONFIDENTIAL INFORMATION” MEANS ANY INFORMATION IN WHATEVER FORM (INCLUDING, WITHOUT  LIMITATION, IN WRITTEN, ORAL, VISUAL OR ELECTRONIC FORM OR ANY MAGNETIC OR OPTICAL DISK OR  MEMORY AND WHEREVER LOCATED) RELATING TO THE BUSINESS, CUSTOMERS, PRODUCTS, AFFAIRS AND  FINANCES OF A PARTY FOR THE TIME BEING CONFIDENTIAL TO THE PARTY OR ITS AFFILIATE(S) AND  TRADE SECRETS INCLUDING, WITHOUT LIMITATION, TECHNICAL DATA AND KNOW-HOW RELATING TO  THE BUSINESS OF A PARTY OR ITS AFFILIATE(S) OR ANY OF ITS OR THEIR SUPPLIERS, CUSTOMERS,  AGENTS, DISTRIBUTORS, SHAREHOLDERS, MANAGEMENT OR BUSINESS CONTACTS, INCLUDING IN  PARTICULAR (BUT NOT LIMITED TO) INFORMATION THAT THE CONSULTANT CREATES, DEVELOPS,  RECEIVES OR OBTAINS IN CONNECTION WITH THE AGREEMENT WHETHER OR NOT SUCH INFORMATION  (IF IN ANYTHING OTHER THAN ORAL FORM) IS MARKED CONFIDENTIAL.   – “DELIVERABLES” MEANS ANYTHING IN WRITING OR OTHERWISE TANGIBLE (WHETHER IN HARD COPY OR  ELECTRONIC FORMAT), WHICH ARISES OUT OF OR IS MADE, CREATED OR GENERATED IN THE COURSE OF  CARRYING OUT THE SERVICES.   – “EXPENSES” MEANS ACTUAL COSTS INCURRED BY THE CONSULTANT REASONABLY NECESSARY FOR  CARRYING OUT THE SERVICES, INCLUDING BUT NOT LIMITED TO, TRAVELLING, ACCOMMODATION,  SUBSISTENCE, OFFICIAL TRANSLATION CHARGES AND CHARGES RELATED TO GOODS AND SERVICES  PURCHASED ON THE PRINCIPAL’S BEHALF.   – “FEES” MEANS THE FEES CHARGED BY THE CONSULTANT TO THE PRINCIPAL FOR THE PROVISION OF  SERVICES, AS SET OUT IN THE LETTER, EXCLUDING VAT AND EXPENSES.   – “FORCE MAJEURE EVENT” MEANS ANY CIRCUMSTANCE NOT WITHIN A PARTY’S REASONABLE CONTROL  INCLUDING, WITHOUT LIMITATION ACTS OF GOD, FLOOD, DROUGHT, EARTHQUAKE OR OTHER NATURAL  DISASTER; EPIDEMIC OR PANDEMIC; TERRORIST ATTACK, CIVIL WAR, CIVIL COMMOTION OR RIOTS, WAR,  THREAT OF OR PREPARATION FOR WAR, ARMED CONFLICT, IMPOSITION OF SANCTIONS, EMBARGO, OR  BREAKING OFF OF DIPLOMATIC RELATIONS; NUCLEAR, CHEMICAL OR BIOLOGICAL CONTAMINATION OR  SONIC BOOM; ANY LAW OR ACTION TAKEN BY A GOVERNMENT OR PUBLIC AUTHORITY, INCLUDING  WITHOUT LIMITATION IMPOSING AN EXPORT OR IMPORT RESTRICTION, QUOTA OR PROHIBITION, OR  FAILING TO GRANT A NECESSARY LICENSE OR CONSENT; COLLAPSE OF BUILDINGS, FIRE, EXPLOSION OR  ACCIDENT; ANY LABOUR OR TRADE DISPUTE, STRIKES, INDUSTRIAL ACTION OR LOCKOUTS; NON PERFORMANCE BY SUPPLIERS OR SUBCONTRACTORS; AND INTERRUPTION OR FAILURE OF UTILITY  SERVICE. “INTELLECTUAL PROPERTY RIGHTS” MEANS ALL INTELLECTUAL PROPERTY RIGHTS, INCLUDING  PATENTS, RIGHTS TO INVENTIONS, COPYRIGHT AND RELATED RIGHTS, GOODWILL, RIGHTS IN DESIGNS,  RIGHTS IN COMPUTER SOFTWARE, TRADE OR SERVICE MARKS, BUSINESS NAMES AND DOMAIN NAMES,  DATABASE RIGHTS, RIGHTS TO USE AND PROTECT THE CONFIDENTIALITY OF, CONFIDENTIAL  INFORMATION (INCLUDING KNOW-HOW AND TRADE SECRETS) AND ALL OTHER INTELLECTUAL  PROPERTY RIGHTS, IN EACH CASE WHETHER REGISTERED OR UNREGISTERED AND INCLUDING ALL  APPLICATIONS AND RIGHTS TO APPLY FOR AND BE GRANTED, RENEWALS OR EXTENSIONS OF, AND  RIGHTS TO CLAIM PRIORITY FROM, SUCH RIGHTS AND ALL SIMILAR OR EQUIVALENT RIGHTS OR FORMS  OF PROTECTION WHICH SUBSIST OR WILL SUBSIST NOW OR IN THE FUTURE IN ANY PART OF THE  WORLD.   – “JURISDICTION” MEANS THE COUNTRY, STATE OR PROVINCE WHERE THE CONSULTANT HAS ITS  CORPORATE SEAT.   – “LETTER” MEANS THE (ENGAGEMENT) LETTER DRAWN UP BY THE CONSULTANT TO WHICH THESE TERMS  RELATE, DETAILING, AMONG OTHERS, THE SERVICES, THE DELIVERABLES, FEES AND/OR EXPENSES.  – “MANDATORY POLICIES” MEANS THE CONSULTANT’S CODE OF CONDUCT AND RELEVANT POLICIES (ON  ETHICS, ANTI-SLAVERY AND HUMAN TRAFFICKING, ANTI-BRIBERY, AND CORRUPTION, DATA PROTECTION  AND PRIVACY) REASONABLY ESTABLISHED AND AMENDED BY THE CONSULTANT FROM TIME TO TIME, A  COPY OF WHICH WILL BE DELIVERED TO THE PRINCIPAL.   – “PARTY OR PARTIES” MEANS THE CONSULTANT OR THE PRINCIPAL INDIVIDUALLY OR COLLECTIVELY AS  THE CONTEXT MAY REQUIRE.   – “PRINCIPAL” MEANS JOINTLY AND SEVERALLY EACH PARTY TO WHOM (A) THE LETTER IS ADDRESSED;  AND/OR (B) THE SERVICES AND/OR THE DELIVERABLES ARE TO BE DELIVERED. – “SERVICES” MEANS THE SERVICES AS DESCRIBED IN THE LETTER TO BE RENDERED BY THE CONSULTANT  TO THE PRINCIPAL, OR SUCH ADDITIONAL SERVICES AS MAY BE AGREED UPON BETWEEN THE PARTIES IN  WRITING FROM TIME TO TIME BY WAY OF AN ANNEXURE TO THE LETTER.   – “STANDARDS OF PRACTICE” MEANS, WITH REFERENCE TO THE SERVICES AND THE SUPPLY THEREOF, THE  STANDARDS OF PRACTICE THAT WOULD USUALLY BE APPLIED BY PROFESSIONAL CONSULTANTS OF  SUCH KIND OF SERVICES IN SIMILAR CIRCUMSTANCES AND AT THE RELEVANT TIME.   – “SUBCONTRACTOR” MEANS ANY PARTY, OTHER THAN THE CONSULTANT OR ITS EMPLOYEES, ENGAGED  BY THE CONSULTANT, THROUGH A SUB-CONTRACT, TO PERFORM THE SERVICES, OR ANY PART THEREOF,  FOR AND ON BEHALF OF THE CONSULTANT.   1.2 “VAT” MEANS VALUE ADDED TAX CHARGEABLE UNDER APPLICABLE TAX LEGISLATION OR ANY SIMILAR  REPLACEMENT, ADDITIONAL OR ALTERNATIVE TAX IMPOSED IN THE JURISDICTION. CAPITALIZED WORDS  USED IN THESE TERMS AND NOT SPECIFICALLY DEFINED IN THE LETTER HAVE THE SAME MEANING AS  PROVIDED IN THESE TERMS.  

2. LETTER/AGREEMENT & TERMS  

2.1 THE AGREEMENT BETWEEN THE PRINCIPAL AND THE CONSULTANT SHALL BE EFFECTIVE AND SHALL  COMMENCE UPON (A) RECEIPT OF PRINCIPAL’S UNQUALIFIED ACCEPTANCE OF THE LETTER IN WRITING; (B)  RECEIPT OF PRINCIPAL’S INSTRUCTION TO COMMENCE WITH THE SERVICES; OR (C) PAYMENT OF  CONSULTANT’S PREMIER INVOICE OR ANY ADVANCE PAYMENT, WHICHEVER IS EARLIER (THE EFFECTIVE  DATE). THE LETTER, AS WELL AS THE ACCEPTANCE OR ACKNOWLEDGMENT THEREOF, MAY BE  TRANSMITTED ELECTRONICALLY AND MUST BE SIGNED (ELECTRONICALLY OR IN WRITING) BY A DULY  AUTHORIZED REPRESENTATIVE OF BOTH PARTIES TO BE ENFORCEABLE. NEITHER PARTY WILL CONTEST  THE ENFORCEABILITY OF THE AGREEMENT TRANSMITTED AND SIGNED ELECTRONICALLY. THESE TERMS  FORM AN INTEGRAL PART OF THE LETTER, AND THE RESULTING AGREEMENT (IF ANY). THE AGREEMENT IS  NOT CONCLUDED AND THE ACCEPTANCE OF THE LETTER SHALL NOT BIND THE CONSULTANT IF THE  PRINCIPAL’S ACCEPTANCE OF THE LETTER, INCLUDING THESE TERMS, IN ANY RESPECT, DIFFERS FROM THE  LETTER ISSUED TO THE PRINCIPAL BY THE CONSULTANT. UNLESS PROVIDED OTHERWISE IN THE LETTER,  THE LETTER IS VALID FOR THREE (3) MONTHS FOLLOWING THE DATE OF ISSUANCE. EVEN THOUGH THE  LETTER POINTS OUT A PERIOD FOR ITS ACCEPTANCE THE LETTER MAY BE REVOKED BY THE CONSULTANT,  AT ANY TIME, AS LONG AS THE LETTER HAS NOT BEEN ACCEPTED BY THE PRINCIPAL. THE LETTER IS BASED  ON THE INFORMATION PROVIDED BY THE PRINCIPAL TO THE CONSULTANT AT THE TIME THE LETTER WAS  DRAFTED.   2.6 THE APPLICABILITY OF THE PURCHASE AND OTHER TERMS AND CONDITIONS OF THE PRINCIPAL ARE  EXPRESSLY REFUTED BY THE CONSULTANT AND THE (PURCHASE) TERMS AND CONDITIONS OF THE  PRINCIPAL DO NOT APPLY TO THE AGREEMENT (NOT EVEN ADDITIONALLY), UNLESS SUCH TERMS AND  CONDITIONS HAVE BEEN EXPLICITLY ACCEPTED BY THE CONSULTANT IN WRITING, IN WHICH CASE A  REFERENCE TO SUCH TERMS AND CONDITIONS WILL BE INCORPORATED IN THE MAIN BODY OF THE  LETTER BY THE CONSULTANT. UNLESS PROVIDED OTHERWISE IN THE LETTER, THESE TERMS SHALL  PREVAIL SHOULD THERE BE ANY CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE TERMS  AND CONDITIONS OF THE PRINCIPAL AND THESE TERMS.   2.7 THESE TERMS MAY NOT BE MODIFIED OR ELIMINATED, UNLESS SUCH MODIFIED OR ELIMINATED  PROVISIONS HAVE BEEN EXPLICITLY ACCEPTED BY THE CONSULTANT IN WRITING SIGNED BY A DULY  AUTHORIZED REPRESENTATIVE OF BOTH PARTIES, IN WHICH CASE SPECIFIC PROVISIONS TO THAT EFFECT  WILL BE INCORPORATED IN THE MAIN BODY OF THE LETTER BY THE CONSULTANT, REFERRING TO THE  PROVISIONS OF THESE TERMS TO BE MODIFIED OR ELIMINATED AND SHALL THEN APPLY EXCLUSIVELY TO  THE AGREEMENT FOR WHICH THEY WERE AGREED.  

3. RELATIONSHIP OF THE PARTIES  

3.1 THE PARTIES ARE INDEPENDENT LEGAL SUBJECTS, AND NO EMPLOYEE OF EITHER PARTY SHALL BE  CONSIDERED TO BE AN EMPLOYEE OF THE OTHER PARTY. THE PRINCIPAL AND THE CONSULTANT  SPECIFICALLY AND EXPRESSLY DISCLAIM ANY INTENTION TO CREATE A PARTNERSHIP, CONSORTIUM OR  JOINT VENTURE.   3.2 SAVE TO THE EXTENT OTHERWISE PROVIDED IN THE LETTER, NEITHER PARTY SHALL ACT AS THE AGENT  OF THE OTHER PARTY AND NEITHER PARTY SHALL HAVE THE AUTHORITY (OR REPRESENT THAT IT HAS THE  AUTHORITY) TO: (A) BIND THE OTHER PARTY; OR (B) INCUR ANY LIABILITY ON BEHALF OF THE OTHER PARTY.   3.3 NOTHING IN THESE TERMS SHALL, EXCEPT AS OTHERWISE AGREED IN THE AGREEMENT, BE CONSTRUED  AS CREATING AN EXCLUSIVE RELATIONSHIP BETWEEN THE PRINCIPAL AND THE CONSULTANT, OR AS  PRECLUDING OR LIMITING, IN ANY WAY, THE RIGHT OF THE CONSULTANT FROM RENDERING SERVICES OF  ANY KIND OR NATURE WHATSOEVER TO ANY THIRD PARTY AS THE CONSULTANT IN ITS SOLE DISCRETION  DEEMS APPROPRIATE.   3.4 A PERSON WHO IS NOT A PARTY TO THE AGREEMENT SHALL NOT HAVE ANY RIGHTS OR OBLIGATIONS  UNDER THE AGREEMENT, OR TO ENFORCE ANY OF ITS PROVISIONS.   3.5 THE RELATIONSHIP BETWEEN THE PARTIES SHALL BE ONE OF GOOD FAITH AND EACH PARTY  THEREFORE UNDERTAKES TO OBSERVE GOOD FAITH TOWARDS THE OTHER PARTY, AND TO ACT  REASONABLY WITH RESPECT TO MATTERS THAT RELATE TO THE AGREEMENT.   3.6 THE PARTIES UNDERTAKE, EITHER DURING THE TERM OF THE AGREEMENT (HEREINAFTER DEFINED) OR  FOR A PERIOD OF TWELVE (12) MONTHS AFTER ITS TERMINATION OR EXPIRATION, NOT TO (DIRECTLY OR  INDIRECTLY) SOLICIT ANY OF THE OTHER PARTY’S EMPLOYEES (OTHER THAN THROUGH A GENERAL PUBLIC  ADVERTISEMENT) WHO IS OR HAS BEEN INVOLVED IN THE PERFORMANCE OF THE AGREEMENT, WITHOUT  THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY. BREACH OF THIS PROVISION WILL RENDER THE  BREACHING PARTY LIABLE TO PAY, AS A GENUINE AND AGREED PRE-ESTIMATE OF DAMAGE, AN AMOUNT  EQUAL TO SIX (6) MONTHS’ TOTAL COST TO THE AFFECTED PARTY’S REMUNERATION OF THE EMPLOYEE SO  RECRUITED.  

4. EXECUTION OF THE AGREEMENT  

4.1 THE CONSULTANT SHALL CARRY OUT THE SERVICES AND PROVIDE THE DELIVERABLES AS SPECIFIED IN  THE AGREEMENT.   4.2 THE CONSULTANT WILL CARRYOUT THE SERVICES WITH DUE PROFESSIONAL SKILL AND CARE, IN  ACCORDANCE WITH THE AGREEMENT (INCLUDING, IF ANY, THE SERVICES LEVELS SET FORTH THE LETTER),  AND OTHERWISE ALL STANDARDS OF PRACTICE.      4.3 IN THE PERFORMANCE OF THE SERVICES THE CONSULTANT WILL APPLY PROFESSIONAL PERSONNEL,  WHO ARE, IN THE REASONABLE OPINION OF THE CONSULTANT, PROPERLY QUALIFIED, TRAINED,  COMPETENT, SKILLED AND EXPERIENCED.   4.4 THE CONSULTANT HAS THE RIGHT TO DETERMINE THE MEANS, MANNER AND METHODS BY WHICH THE  SERVICES WILL BE PERFORMED, WITH DUE REGARD AND OBSERVANCE OF (A) THE TERMS AND CONDITIONS  CONTAINED IN THE AGREEMENT; AND (B) WHERE POSSIBLE, THE NEEDS AND WISHES OF THE PRINCIPAL.   4.5 THE CONSULTANT SHALL USE REASONABLE EFFORTS TO CARRY OUT THE SERVICES AND PROVIDE THE  DELIVERABLES ON SUCH MILESTONES AND DATES AS SET FORTH IN THE LETTER; HOWEVER THESE  MILESTONES AND DATES SHALL NOT BE DEEMED TO BE FIXED DEADLINES UNLESS AGREED OTHERWISE IN  THE LETTER. IN CASE OF SUSPENSION OF THE SERVICES OR A FORCE MAJEURE EVENT, ALL MILESTONES  AND DATES SHALL BE AUTOMATICALLY EXTENDED BY A PERIOD OF TIME EQUAL TO THE PERIOD OF  SUSPENSION OR FORCE MAJEURE EVENT.   4.6 THE CONSULTANT SHALL, WHERE REQUIRED, COOPERATE WITH THIRD PARTIES APPOINTED BY THE  PRINCIPAL IN RELATION TO THE SERVICES, PROVIDED THAT THE CONSULTANT SHALL OWE NO DUTY TO  SUCH THIRD PARTIES IN TERMS OF THE AGREEMENT.   4.7 EITHER PARTY MAY NOMINATE A MANAGER OR EQUIVALENT SENIOR PERSON RESPONSIBLE FOR THE  EXECUTION OR OVERSIGHT OF THE EXECUTION OF THE AGREEMENT IN THE LETTER, WHO WILL: (A) BE  AVAILABLE TO CONSULT WITH EACH OTHER, ON REASONABLE NOTICE, ON MATTERS RELATING TO THE  PERFORMANCE OF THE AGREEMENT; AND (B) ACCEPT ALL NOTICES AND CORRESPONDENCE RELATING TO  THE PERFORMANCE OF THE AGREEMENT.   4.8 THE PRINCIPAL AGREES THAT CONSULTANT’S EMPLOYEES MAY BE UNAVAILABLE FOR SHORT PERIODS  OF TIME FOR REASONS, INCLUDING BUT NOT LIMITED TO, ANNUAL LEAVE, INTERNAL MEETINGS AND  TRAINING, AND THE CONSULTANT SHALL FOR THESE SHORT PERIODS TAKE REASONABLE STEPS  TO MINIMIZE ANY DISRUPTION TO THE SERVICES. THE CONSULTANT MAY, SUBJECT TO PRIOR NOTIFICATION  TO THE PRINCIPAL, REPLACE EMPLOYEES WITH OTHER EMPLOYEES OF EQUIVALENT QUALIFICATIONS,  COMPETENCES, SKILLS AND EXPERIENCE.   4.9 THE SERVICES PROVIDED BY THE CONSULTANT AND ANY DELIVERABLES PREPARED BY THE  CONSULTANT SHALL BE ONLY FOR THE PRINCIPAL’S USE AND BENEFIT.   4.10 THE PRINCIPAL AGREES THAT RELIANCE ON THE DELIVERABLES OR ANY OTHER OUTPUT OF THE  SERVICES IS LIMITED TO THE FACTS AND REPRESENTATIONS SET OUT THEREIN, WHICH REPRESENT  CONSULTANT’S REVIEW AND/ OR ANALYSIS OF FACTS, INFORMATION, DOCUMENTS AND/ OR OTHER  MATERIALS IN EXISTENCE AT THE TIME OF THE PERFORMANCE OF THE SERVICES ONLY.   4.11 ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATE OR COMMON LAW (INCLUDING,  BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR THE PURPOSE)  ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW EXCLUDED FROM THE AGREEMENT.   4.12 NO PERFORMANCE, DELIVERABLES, INFORMATION OR ADVICE PROVIDED BY THE CONSULTANT OR ITS  EMPLOYEES OR SUBCONTRACTORS WILL CREATE A WARRANTY OR OTHERWISE INCREASE THE SCOPE OF  ANY WARRANTY PROVIDED IN TERMS OF THE AGREEMENT.  

5. SUB-CONTRACTING  

5.1 THE CONSULTANT WILL NOT SUB CONTRACT ANY PART OF THE SERVICES WITHOUT THE PRIOR  WRITTEN CONSENT OF THE PRINCIPAL, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR  DELAYED; PROVIDED THAT THE CONSULTANT MAY, WITHOUT CONSENT, SUBCONTRACT THE WHOLE OR  ANY PART OF THE SERVICES TO ITS AFFILIATES.   5.2 THE PRINCIPAL ACKNOWLEDGES THAT THE CONSULTANT IS SOLELY LIABLE FOR ITS APPROVED  SUBCONTRACTORS (INCLUDING THE EMPLOYEES OF THE SUBCONTRACTOR) TO THE PRINCIPAL AND THE  CONSULTANT WILL BE RESPONSIBLE FOR ALL WORK, AND ACTS, OMISSIONS AND DEFAULTS OF ANY  SUBCONTRACTOR AS IF THEY WERE THE WORK, ACTS, OMISSIONS OR DEFAULTS OF THE CONSULTANT. THE  PRINCIPAL WILL NOT BRING ANY CLAIM OR PROCEEDING OF ANY NATURE IN CONNECTION WITH THIS  AGREEMENT AGAINST ANY SUBCONTRACTOR.   5.3 THE PRINCIPAL ACKNOWLEDGES THAT THE CONSULTANT IS THE PRIME SERVICE PROVIDER TO THE  PRINCIPAL AND SHALL BE THE PRIME INTERFACE WITH THE PRINCIPAL IN RESPECT OF THE AGREEMENT  AND THE SERVICES CONTEMPLATED THEREBY. SAVE FOR COMMUNICATION REQUIRED FOR PURPOSES OF  THE DAY TO DAY RENDERING OF THE SERVICES, THE PRINCIPAL SHALL THEREFORE ONLY COMMUNICATE  WITH THE CONSULTANT IN RELATION TO ALL RIGHTS, OBLIGATIONS AND OTHER MATERIAL MATTERS TO  THIS AGREEMENT.  

6. CO-OPERATION OF THE PRINCIPAL  

6.1 THE PRINCIPAL UNDERTAKES TO PROVIDE THE CONSULTANT, AT ITS OWN EXPENSE, WITH ALL  INFORMATION WHICH THE CONSULTANT REQUIRES FOR THE TIMELY AND PROPER EXECUTION OF THE  SERVICES, AND THE PRINCIPAL REPRESENTS AND WARRANTS THAT ANY INFORMATION SUPPLIED BY THE  PRINCIPAL TO THE CONSULTANT IS TRUE, ACCURATE, REPRESENTATIVE, COMPLETE AND IS NOT  MISLEADING IN ANY RESPECT. THE PRINCIPAL FURTHER ACKNOWLEDGES THAT THE CONSULTANT WILL  RELY ON SUCH INFORMATION PROVIDED BY THE PRINCIPAL (WITHOUT ANY DUTY TO CONFIRM OR VERIFY  THE ACCURACY THEREOF) IN ORDER TO PROVIDE THE SERVICES AND THE CONSULTANT SHALL NOT BE  LIABLE FOR THE CONSEQUENCES OF ANY INFORMATION PROVIDED NOT BEING TRUE, ACCURATE,  COMPLETE OR BEING MISLEADING.   6.2 THE PRINCIPAL SHALL PROVIDE THE CONSULTANT WITH FULL, PROMPT AND REASONABLE ACCESS TO  ITS PERSONNEL, EXTERNAL ADVISORS, SUPPLIERS, CONTRACTORS AND OTHER RELATIONS, PREMISES AND  FACILITIES WHICH THE CONSULTANT REASONABLY BELIEVES TO BE REQUIRED FOR THE EXECUTION OF THE  SERVICES. IF SPECIFIC PERSONNEL ARE REQUIRED, THIS WILL BE EXPRESSLY STATED IN THE LETTER.   6.3 UPON THE REASONABLE REQUEST OF THE CONSULTANT, THE PRINCIPAL WILL MAKE CERTAIN  MATERIALS, EQUIPMENT AND/OR FACILITIES AVAILABLE TO THE CONSULTANT AS MAY BE REQUIRED FOR  THE EXECUTION OF THE SERVICES.   6.4 THE PRINCIPAL SHALL OBTAIN ALL AND ANY APPROVALS, LICENSES AND SECURITY CLEARANCES OF  THE CONSULTANT BY THE PRINCIPAL’S CLIENTS OR OTHERS CONTROLLING THIRD-PARTY SITES WHERE  CONSULTANT SHALL RENDER THE SERVICES.   6.5 THE PRINCIPAL SHALL UNDERTAKE TO KEEP THECONSULTANT APPRISED OF ANY EVENTS,  DEVELOPMENTS OR CHANGES IN CIRCUMSTANCE RELATING TO THE PROVISION OF THE SERVICES.   6.6 THE PRINCIPAL SHALL APPLY ITS INDEPENDENT BUSINESS JUDGEMENT TO EVALUATE THE SERVICES  AND ANY DELIVERABLES OR OUTPUT ARISING FROM THE SERVICES AND ANY DELIVERABLES. THE  PRINCIPAL SHALL EVALUATE THE SERVICES, DELIVERABLES AND ANY SUCH OUTPUT IN THE CONTEXT OF  ITS BUSINESS AND MAKE AN INDEPENDENT DECISION ON WHETHER IT WISHES TO IMPLEMENT OR ACT ON  THE SERVICES, DELIVERABLES OR OUTPUT ARISING FROM THE SERVICES AND ANY DELIVERABLES.   6.7 THE PRINCIPAL IS RESPONSIBLE FOR ACTING AS IT SEES FIT ON THE BASIS OF THE USE OF THE  DELIVERABLES OR ANY OTHER USE DERIVING FROM THE SERVICES. THE CONSULTANT, AND ITS EMPLOYEES  AND SUBCONTRACTORS SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO THE PRINCIPAL OR ANY  THIRD PARTY FOR ANY ACTIONS TAKEN OR NOT TAKEN ON THE BASIS OF THE USE OF THE DELIVERABLES  OR USE DERIVING FROM THE SERVICES EXCEPT WHERE IT CAN BE PROVEN THAT SUCH LOSS OR DAMAGE  HAS BEEN CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CONSULTANT.   6.8 THE PRINCIPAL AGREES THAT IT WILL NOT USE THE DELIVERABLES ISSUED BY THE CONSULTANT  PURSUANT TO THE AGREEMENT IN A MISLEADING MANNER AND THAT THE PRINCIPAL SHALL NOT  DISTRIBUTE OR PUBLISH THE CONTENT OF ANY DELIVERABLES OR ANY EXTRACTS, EXCERPTS OR PARTS  THEREOF, WITHOUT THE PRIOR WRITTEN CONSENT OF THE CONSULTANT.   6.9 THE PRINCIPAL UNDERTAKES TO COMPLY WITH ALL APPLICABLE LEGISLATION AND REGULATIONS IN  THE FIELD OF PROTECTION OF PERSONAL DATA RELATIVE TO THE PROCESSING OF PERSONAL DATA BY THE  PRINCIPAL IN CONNECTION WITH THE AGREEMENT. IN RESPECT OF ANY PERSONAL DATA ORIGINATING  FROM THIRD PARTIES OR PROVIDED BY ANY THIRD PARTY ON THE PRINCIPAL’S INSTRUCTIONS THE  PRINCIPAL DECLARES THAT IT HAS PROPER AUTHORITY AND CONSENT FROM THE RELEVANT PERSON TO  DISCLOSE SUCH PERSONAL INFORMATION;   6.10 THE CONSULTANT SHALL NEITHER BE IN BREACH OF THIS AGREEMENT NOR LIABLE TO THE PRINCIPAL  FOR ANY BREACH OF THIS AGREEMENT IF SUCH BREACH IS A RESULT OF THE PRINCIPAL’S FAILURE (OR ANY  OF ITS DIRECTORS, AGENTS OR EMPLOYEES) TO COMPLY WITH ITS OBLIGATIONS SET OUT IN THIS ARTICLE   6.11 THE PRINCIPAL FURTHERMORE ACKNOWLEDGES THAT THE IMPACT OF ANY FAILURE BY THE PRINCIPAL  TO PERFORM ITS OBLIGATIONS SET OUT HEREIN ON THE PROVISIONS OF THE SERVICES BY THE  CONSULTANT WILL NOT AFFECT THE PRINCIPAL’S OBLIGATIONS UNDER THE AGREEMENT FOR PAYMENT OF  THE FEES PURSUANT TO ARTICLE 8.  

7. LEGAL & COMPLIANCE  

7.1 EACH PARTY SHALL COMPLY WITH ALL APPLICABLE LAWS, STATUTES AND REGULATIONS FROM TIME TO  TIME IN FORCE HAVING JURISDICTION OVER THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS  AGREEMENT.   7.2 EACH PARTY SHALL COMPLY WITH THE MANDATORY POLICIES.   7.3 THE NON-BREACHING PARTY MAY TERMINATE THE AGREEMENT WITH IMMEDIATE EFFECT BY GIVING  WRITTEN NOTICE TO THE PARTY IN BREACH IF SUCH PARTY COMMITS A BREACH OF ARTICLE 7.2.  

8. PAYMENT & INVOICING 

8.1 THE PRINCIPAL SHALL IN CONSIDERATION FOR THE SERVICES PAY TO THE CONSULTANT THE FEES, THE  EXPENSES AND ANY VAT.   8.2 UNLESS OTHERWISE STATED IN THELETTER, THEAGREEMENT SHALL NOT BE CONSTRUED AS TO  PERFORM THE AGREEMENT AT A FIXED PRICE.   8.3 THECONSULTANT SHALL, FROM TIME TO TIME ,INVOICE THE PRINCIPAL FOR THE FEES AND EXPENSES.  THE PRINCIPAL SHALL PAY EACH INVOICE WITHIN THIRTY (30) DAYS OF THE RECEIPT OF INVOICE  PERTAINING TO THE AGREEMENT.   8.4 THE PARTIES AGREE THAT PAYMENTS MAY BE EFFECTED BY ELECTRONIC TRANSFER OF FUNDS OR AS  OTHERWISE AGREED IN THE LETTER. THE CONSULTANT’S BANKING DETAILS ARE SET OUT ON ITS INVOICES.  ELECTRONIC INVOICING AND PDF INVOICES ARE ACCEPTABLE.   8.5 THE PRINCIPAL WILL BE RESPONSIBLE FOR ARRANGING FOREIGN EXCHANGE CLEARANCE AND FOR  MEETING ALL RELATED COSTS IN THE JURISDICTION TO WHICH THE FUNDS ARE BEING REMITTED.   8.6 SHOULD A DISPUTE ARISE RELATING TO ANY INVOICE, THE PRINCIPAL MUST NOTIFY THE CONSULTANT  OF THE DISPUTED AMOUNT AND THE REASONS FOR THE DISPUTE IN WRITING WITHIN THIRTY (30) DAYS OF  THE DATE OF THE DISPUTED INVOICE, FAILING WHICH THE PRINCIPAL SHALL BE DEEMED TO HAVE  ACCEPTED THE INVOICE AS DUE AND PAYABLE. IN THE EVENT THE PRINCIPAL WITHHOLDS PAYMENT OF A  DISPUTED INVOICE, THE CONSULTANT SHALL BE ENTITLED TO SUSPEND THE RENDERING OF THE SERVICES  UNTIL THE DISPUTE IS RESOLVED. NOTWITHSTANDING ANY OF THE FOREGOING, THE PRINCIPAL SHALL BE  OBLIGED TO PAY ANY UNDISPUTED PART OF THE INVOICE.   8.7 IF ANY INVOICE IS NOT PAID ON THE DUE DATE, THE CONSULTANT SHALL HAVE THE RIGHT TO CHARGE,  AND THE PRINCIPAL SHALL PAY INTEREST ON THE AMOUNT, CALCULATED FROM THE DUE DATE OF THE  INVOICE TO THE DATE OF RECEIPT OF THE AMOUNT IN FULL AT A RATE OF TWO PER CENT (2%) PER MONTH.   8.8 IN THE EVENT THE PRINCIPAL FAILS TO PAY ANY INVOICE WHEN DUE THE CONSULTANT MAY, WITHOUT  HAVING TO OBTAIN A COURT ORDER AND WITHOUT HAVING TO PAY ANY DAMAGES OR PENALTIES: (A)  SUSPEND THE PERFORMANCE OF ITS OBLIGATIONS UNDER THE AGREEMENT AND/OR THE PERFORMANCE  OF THE SERVICES; OR (B) TERMINATE THE AGREEMENT BY GIVING FIVE (5) DAYS’ WRITTEN NOTICE. AS A  CONSEQUENCE OF TERMINATION ALL FEES AND EXPENSES THAT THE PRINCIPAL OWES UNDER THE  AGREEMENT SHALL BECOME IMMEDIATELY DUE AND PAYABLE.   8.9 THE FEES OF THE CONSULTANT MAY INCREASE ON AN ANNUAL BASIS, IN ACCORDANCE WITH THE  APPROPRIATE (IN WHICH DECISION THE CONSULTANT ACTING REASONABLY SHALL BE THE SOLE JUDGE)  CONSUMER PRICE INDEX IN THE JURISDICTION.  

9. CONFIDENTIALITY  

9.1 WHERE A PARTY (THE RECEIVING PARTY) OBTAINS CONFIDENTIAL INFORMATION OF THE OTHER PARTY  (THE DISCLOSING PARTY) IN CONNECTION WITH THE AGREEMENT IT SHALL: (A) KEEP THAT CONFIDENTIAL  INFORMATION CONFIDENTIAL, BY APPLYING THE SAME LEVEL OF CARE THAT IS USES FOR ITS OWN  CONFIDENTIAL INFORMATION AND IN NO CASE SHALL THE DEGREE OF CARE BE LESS THAN A REASONABLE  DEGREE OF CARE; (B) USE THAT CONFIDENTIAL INFORMATION ONLY FOR THE PURPOSES OF PERFORMING  ITS OBLIGATIONS UNDER THIS AGREEMENT; AND (C) NOT DISCLOSE OR DIVULGE THAT CONFIDENTIAL  INFORMATION TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE DISCLOSING PARTY.   9.2 IF THE RECEIVING PARTY BECOMES AWARE OF ANY UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL  INFORMATION, IT SHALL IMMEDIATELY INFORM THE DISCLOSING PARTY AND THE PARTIES SHALL SEEK TO  FIND A REMEDY TO THE SITUATION AND PREVENT ITS FURTHER UNAUTHORIZED USE.   9.3 THE RECEIVING PARTY MAY DISCLOSE THE DISCLOSING PARTY’S CONFIDENTIAL INFORMATION ON A  “NEED TO KNOW” BASIS TO: (A) ANY LEGAL ADVISERS AND STATUTORY AUDITORS THAT IT HAS ENGAGED  FOR ITSELF; (B) ANY REGULATOR HAVING REGULATORY OR SUPERVISORY AUTHORITY OVER ITS BUSINESS;  (C) ANY DIRECTOR, OFFICER OR EMPLOYEE OF THE RECEIVING PARTY; (D) ITS AFFILIATES AND  SUBCONTRACTORS AND THEIR DIRECTORS, OFFICERS OR EMPLOYEES, WHERE THE RECEIVING PARTY IS  THE CONSULTANT (THE AUTHORIZED RECIPIENTS), PROVIDED THAT THE RECEIVING PARTY SHALL IN EACH  CASE FIRST ADVISE THE AUTHORIZED RECIPIENTS OF THE CONDITIONS SET OUT HEREIN AND SHALL  ENSURE THAT THE AUTHORIZED RECIPIENTS ARE BOUND BY CONDITIONS OF CONFIDENCE IN RESPECT OF  THE CONFIDENTIAL INFORMATION NO LESS ONEROUS THAN THOSE SET OUT IN THESE TERMS. THE  RECEIVING PARTY WILL BE FULLY AND SOLELY RESPONSIBLE TO DISCLOSING PARTY FOR ITS AUTHORIZED  RECIPIENTS AND AUTHORIZED RECIPIENTS’ COMPLIANCE WITH THE TERMS.     9.4 THE OBLIGATIONS OF CONFIDENTIALITY REFERRED TO INT HIS ARTICLE WILL NOT APPLY TO ANY  INFORMATION WHICH: (A) WAS KNOWN TO OR IN THE POSSESSION OF THE RECEIVING PARTY BEFORE SUCH  INFORMATION WAS IMPARTED BY THE DISCLOSING PARTY; (B) IS LEGITIMATELY IN OR SUBSEQUENTLY  COMES INTO THE PUBLIC DOMAIN OTHER THAN BY BREACH BY THE RECEIVING PARTY OF ITS OBLIGATIONS  HEREUNDER OR UNDER ANY OTHER AGREEMENT ON CONFIDENTIALITY BETWEEN THE PARTIES OR ANY OF  THEIR AFFILIATES; (C) IS RECEIVED IN GOOD FAITH BY THE RECEIVING PARTY FROM A THIRD PARTY WHO  HAS NO OBLIGATIONS OF CONFIDENCE TO THE DISCLOSING PARTY IN RESPECT OF IT AND WHO IMPOSES  NO OBLIGATIONS OF CONFIDENCE UPON THE RECEIVING PARTY; (D) IS APPROVED FOR RELEASE OR USE BY  WRITTEN AUTHORIZATION OF THE DISCLOSING PARTY; (E) IS DEVELOPED BY THE RECEIVING PARTY  INDEPENDENTLY WITHOUT REFERENCE TO THE CONFIDENTIAL INFORMATION, AS DEMONSTRATED BY  RELEVANT EVIDENCE; OR (F) IS REQUIRED TO BE DISCLOSED BY LEGAL OR REGULATORY OBLIGATION.   9.5 ALL CONFIDENTIAL INFORMATION IS AND SHALL REMAIN THE PROPERTY OF THE DISCLOSING PARTY;  PROVIDED HOWEVER THAT THE CONSULTANT SHALL HAVE AN IRREVOCABLE, PERPETUAL, NON EXCLUSIVE RIGHT TO USE AND REPRODUCE THE PRINCIPAL’S CONFIDENTIAL INFORMATION IN ANY  DELIVERABLE, SUBJECT ALWAYS TO ARTICLE 9.1.   9.6 WITHIN THIRTY (30) DAYS FROM THE DATE OF TERMINATION OR EXPIRATION OF THE AGREEMENT, THE  RECEIVING PARTY SHALL CEASE TO USE THE CONFIDENTIAL INFORMATION AND SHALL PROMPTLY RETURN  OR DESTROY ALL CONFIDENTIAL INFORMATION, TOGETHER WITH ANY COPIES OR EXTRACTS THEREOF, AS  SO REQUESTED BY THE DISCLOSING PARTY.   9.7 WITH RESPECT TO ARCHIVAL STORAGE, THE PRINCIPAL AGREES THAT THE CONSULTANT MAY RETAIN  THE PRINCIPAL’S CONFIDENTIAL INFORMATION IN ITS ARCHIVE FOR THE PERIOD REQUIRED BY ITS QUALITY  AND ASSURANCE PROCESSES OR BY APPLICABLE LAW.  

10. INTELLECTUAL PROPERTY RIGHTS  

10.1 FOR THE PURPOSE OF THIS ARTICLE CONSULTANT’S IPR MEANS ANY AND ALL INTELLECTUAL  PROPERTY RIGHTS OF THE CONSULTANT IN ANY TOOLS, METHODOLOGIES, SERVICES, DOCUMENTS AND  TECHNIQUES OF ANY NATURE WHATSOEVER, WHICH HAVE BEEN CREATED OR ACQUIRED BY THE  CONSULTANT BEFORE OR OTHERWISE THAN IN THE PERFORMANCE OF THE AGREEMENT AND WHICH ARE  USED BY THE CONSULTANT IN CONNECTION WITH OR TO PERFORM THE SERVICES OR OTHERWISE ARE  NECESSARY FOR EXPLOITATION OF THE SERVICES, AS WELL AS ALL INTELLECTUAL PROPERTY RIGHTS IN  AND TO ALL (NEW) DOCUMENTS, TOOLS, METHODOLOGIES, SERVICES AND TECHNIQUES OF ANY NATURE  WHATSOEVER WHICH ARE GENERATED BY OR FOR THE CONSULTANT IN THE PERFORMANCE OF THE  AGREEMENT. THE PRINCIPAL WILL EXECUTE SUCH DOCUMENTS AND/OR TAKE SUCH OTHER STEPS AS MAY  REASONABLY BE NECESSARY TO VEST CONSULTANT’S IPR IN THE CONSULTANT OR ITS NOMINEE.   10.2 FOR THE PURPOSE OF THIS ARTICLE PRINCIPAL’S IPR MEANS ALL INTELLECTUAL PROPERTY RIGHTS OF  THE PRINCIPAL WHETHER PROVIDED DIRECTLY OR INDIRECTLY BY THE PRINCIPAL TO THE CONSULTANT  FOR THE PURPOSE OF THE AGREEMENT.   10.3 THE PRINCIPAL ACKNOWLEDGES THAT ALL CONSULTANT’S IPR AND ANY DEVELOPMENTS,  MODIFICATIONS, OR ENHANCEMENTS TO THE CONSULTANT’S IPR ARE AND WILL AT ALL TIMES REMAIN  VESTED IN THE CONSULTANT.   10.4 THE CONSULTANT HEREBY GRANTS TO THE PRINCIPAL, UPON FULL AND FINAL PAYMENT BY THE  PRINCIPAL OF ALL AMOUNTS OWING TO THE CONSULTANT, A ROYALTY-FREE, WORLD-WIDE, NON EXCLUSIVE, NON-TRANSFERABLE RIGHT TO USE THE CONSULTANT’S IPR IN AND TO THE SERVICES, THE  DELIVERABLES OR OUTPUT FOR THE PURPOSE OF THE AGREEMENT ONLY AND CONDITIONALLY UPON  COMPLIANCE WITH THE TERMS. THE PRINCIPAL SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF  THE CONSULTANT, ALTER OR MAKE ANY ADDITION TO THE CONSULTANT’S IPR. THE PRINCIPAL SHALL NOT  ALTER, DEFACE OR REMOVE ANY REFERENCE TO THE CONSULTANT AS BEING THE RIGHTFUL OWNER OF  THE CONSULTANT’S IPR. IF THE PRINCIPAL COMMITS A BREACH OF ANY MATERIAL TERM OR CONDITION OF  THE AGREEMENT, THE CONSULTANT MAY WITHDRAW THE RIGHT OF USE SET FORTH IN THIS ARTICLE.   10.5 THE CONSULTANT WARRANTS, EXCLUSIVELY TO THE PRINCIPAL, THAT THE DELIVERABLES PRODUCED  IN RELATION TO THE SERVICES WILL BE THE ORIGINAL WORK OF THE CONSULTANT, ITS EMPLOYEES OR  SUBCONTRACTORS, UNLESS A DELIVERABLE INDICATES OTHERWISE, AND THAT THE DELIVERABLES TO THE  BEST OF CONSULTANT’S KNOWLEDGE WILL NOT INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL  PROPERTY RIGHTS OF ANY THIRD PARTY.   10.6 THE CONSULTANT WILL INDEMNIFY AND HOLD HARMLESS THE PRINCIPAL AGAINST ALL REASONABLY  INCURRED CLAIMS, LOSSES, DAMAGES, COSTS (INCLUDING REASONABLE LEGAL FEES), EXPENSES AND  LIABILITIES SUFFERED OR INCURRED BY THE PRINCIPAL AS A RESULT OF ANY CLAIM THAT ANY SERVICES OR  DELIVERABLES PROVIDED IN THE PERFORMANCE OF THE AGREEMENT INFRINGE THE INTELLECTUAL  PROPERTY RIGHTS OF ANY THIRD PARTY.   10.7 THE PRINCIPAL SHALL, WITHIN FORTY-EIGHT (48) HOURS OF RECEIPT OF AN INFRINGEMENT CLAIM BY A  THIRD PARTY, NOTIFY THE CONSULTANT IN WRITING, BY REGISTERED MAIL WITH ACKNOWLEDGEMENT OF  RECEIPT.   10.8 THE WARRANTY AND INDEMNITY SET FORTH IN ARTICLES 10.5 AND 10.6 SHALL NOT APPLY TO AN  INFRINGEMENT CLAIM: (A) RESULTING FROM THE CONSULTANT’S COMPLIANCE WITH SPECIFIC WRITTEN  INSTRUCTIONS OF THE PRINCIPAL DIRECTING A CHANGE IN THE SPECIFICATIONS FOR THE DELIVERABLES  OR DIRECTING A MANNER OF PERFORMANCE OF THE SERVICES OR REQUIRING THE USE OF  SPECIFICATIONS NOT NORMALLY USED BY THE CONSULTANT; (B) RESULTING FROM ADDITIONS TO OR  CHANGES IN ANY SERVICES OR DELIVERABLES OR ANY PART THEREOF FURNISHED UNDER THE  AGREEMENT IF THE PRINCIPAL OR ANOTHER PERSON ACTING UNDER THE DIRECTION OF THE PRINCIPAL  MADE SUCH CHANGES; (C) DIRECTLY OR INDIRECTLY CAUSED BY CONSULTANT’S RELIANCE ON ANY  INFORMATION PROVIDED TO THE CONSULTANT BY THE PRINCIPAL (OR ANOTHER PERSON ACTING UNDER  THE DIRECTION OF THE PRINCIPAL); OR (D) NOT NOTIFIED TO THE CONSULTANT BY THE PRINCIPAL IN  ACCORDANCE WITH ARTICLE 10.7 HEREOF.   10.9 THE CONSULTANT SHALL, AT ITS REQUEST, HAVE SOLE CONTROL OVER THE DEFENSE OF ANY  INFRINGEMENT CLAIM AND OVER ALL NEGOTIATIONS IN RESPECT OF SUCH A CLAIM AND THE PRINCIPAL  SHALL NOT ACCEPT ANY LIABILITY IN RELATION TO SUCH A CLAIM WITHOUT CONSULTANT’S PRIOR  WRITTEN CONSENT. FURTHERMORE, THE PRINCIPAL SHALL PROVIDE ALL SUCH DOCUMENTS,  INFORMATION AND ASSISTANCE AND DO ALL SUCH ACTS AND THINGS AS THE CONSULTANT MAY  REASONABLY REQUIRE IN RELATION TO SUCH INFRINGEMENT CLAIMS.   10.10 NEITHER PARTY WILL USE OR REFERENCE ANY TRADE NAMES OR TRADEMARKS OF OR USED BY THE  OTHER PARTY OR ANY OF ITS AFFILIATES EXCEPT AS AUTHORIZED BY THE OTHER PARTY.  

11. DEFECTS  

11.1 A DEFECT SHALL BE DEEMED TO EXIST IN RELATION TO THE SERVICES OR THE DELIVERABLES IF THE  SERVICES OR THE DELIVERABLES ARE NOT IN MATERIAL CONFORMITY WITH ARTICLE 4.2 HEREOF.   11.2 UPON COMPLETION OF THE SERVICES OR DELIVERY OF THE DELIVERABLES, THE PRINCIPAL SHALL  EVALUATE THE SERVICES AND DELIVERABLES, AND WILL REPORT ANY DEFECTS TO THE CONSULTANT  WITHIN THIRTY (30) DAYS OF COMPLETION OF THE SERVICES OR DELIVERY OF THE DELIVERABLES.   11.3 IN THE EVENT OF A DEFECT ATTRIBUTABLE TO THE CONSULTANT ITS EMPLOYEES OR  SUBCONTRACTORS, THE LIABILITY OF THE CONSULTANT, SHALL BE LIMITED TO ONE OR MORE OF THE  FOLLOWING: (A) IN THE EVENT THE DEFECT IS CAPABLE OF REMEDY, TO PERFORM (REPAIR) SERVICES AS  MAY BE REASONABLY REQUIRED TO CORRECT ANY DEFECTS IN OR TO COMPLETE THE SERVICES AND/OR  THE DELIVERABLES, AT ITS OWN EXPENSE; OR (B) IN THE EVENT THE DEFECT IS NOT CAPABLE OF REMEDY  OR NOT REMEDIED WITHIN THIRTY (30) DAYS OF NOTICE OF THE DEFECT BEING RECEIVED BY THE  CONSULTANT, TO REFUND ANY FEES PAID BY THE PRINCIPAL FOR THE DEFECTIVE SERVICES AND/OR  DELIVERABLES.  

12. LIABILITY & INSURANCE  

12.1 IN NO EVENT SHALL THE CONSULTANT’S CUMULATIVE OVERALL LIABILITY FOR ANY AND ALL CLAIMS,  DEMANDS, CAUSES OF ACTION, SUITS, PROCEEDINGS, REMEDIES, FINES, PENALTIES, TAXES, LOSSES,  JUDGMENTS, LIENS, LIABILITIES, INDEMNITIES, COSTS, AWARDS, DAMAGES (INCLUDING ANY PUNITIVE AND/ OR EXEMPLARY DAMAGES) OR EXPENSES OF ANY KIND AND CHARACTER (INCLUDING REASONABLE  ATTORNEY’S FEES AND OTHER LEGAL-RELATED EXPENSES) (CLAIMS) ARISING OUT OF, RELATING TO OR IN  CONNECTION WITH THE AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY PRINCIPAL IN RESPECT OF  THE SERVICES THAT GAVE RISE TO SUCH CLAIM. FURTHER, IN NO EVENT SHALL THE CONSULTANT OR ANY  OF ITS DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS, SUBCONTRACTORS, OR AFFILIATES BE LIABLE  UNDER THE AGREEMENT TO THE PRINCIPAL OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT,  INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, OR LOST PROFITS, REVENUES OR  BUSINESS OPPORTUNITIES, DIMINUTION IN VALUE OR DAMAGE TO REPUTATION AND/OR GOODWILL,  ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THE AGREEMENT, REGARDLESS OF (A) WHETHER  SUCH DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT THE PRINCIPAL WAS ADVISED OF THE  POSSIBILITY OF SUCH DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR  OTHERWISE) UPON WHICH THE CLAIM IS BASED.  12.2 THE PRINCIPAL SHALL INDEMNIFY HOLD HARMLESS, AND, UPON THE CONSULTANT’S WRITTEN  REQUEST, DEFEND THE CONSULTANT AND ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS,  SUBCONTRACTORS, OR AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS BY ANY THIRD PARTY  (INCLUDING BUT NOT LIMITED TO THE DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS, SUBCONTRACTORS,  SUBSIDIARIES OR AFFILIATES OF THE PRINCIPAL) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH  THE AGREEMENT TO THE EXTENT THAT THE AGGREGATE OF ANY SUCH CLAIMS EXCEEDS CONSULTANT’S  CUMULATIVE OVERALL LIABILITY SET FORTH IN ARTICLE 12.1.   12.3 ANY REPRESENTATIVE OF THE CONSULTANT OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES,  ADVISORS, SUBCONTRACTORS, OR AFFILIATES SHALL HAVE THE BENEFIT OF THE LIMITATIONS,  EXCLUSIONS AND INDEMNITIES SET FORTH IN THIS ARTICLE 12.   12.4 THE PRINCIPAL SHALL BE PROHIBITED FROM BRINGING LEGAL ACTION FOLLOWING THE EXPIRY OF  THREE (3) MONTHS FROM THE DAY UPON WHICH THE PRINCIPAL BECAME AWARE OF THE CLAIM. IN ANY  EVENT, CLAIMS SHALL BE TIME-BARRED BY THE EXPIRATION OF SIX (6) MONTHS AFTER THE EVENT  CAUSING THE DAMAGE.   12.5 THE ARTICLES 12.1, 12.2, 12.3, 12.5 AND 12.8 SHALL APPLY IRRESPECTIVE OF CAUSE AND  NOTWITHSTANDING THE CONSULTANT’S NEGLIGENCE OR BREACH OF DUTY (WHETHER STATUTORY OR  OTHERWISE) AND IRRESPECTIVE OF, WHETHER SUCH CLAIMS ARE BASED OR CLAIMED TO BE BASED ON  NEGLIGENCE (INCLUDING SOLE, JOINT, CONCURRENT OR OTHERWISE), BREACH OF ANY WARRANTY,  CONDITION OR TERM (STATUTORY OR OTHERWISE), BREACH OF AGREEMENT, STATUTE, STRICT LIABILITY  OR OTHERWISE AND IRRESPECTIVE OF ANY CLAIM IN TORT, UNDER CONTRACT OR OTHERWISE AT LAW. 11.7.   12.6 THE ARTICLES 12.1, 12.2, 12.3 AND 12.5 SHALL NOT APPLY IF THE CONSULTANT OR ANY OF ITS DIRECTORS  OR SENIOR MANAGERS HAS ACTED FRAUDULENTLY OR ITS ACTS OR OMISSIONS CONSTITUTE WILLFUL  CONCEALMENT, WILLFUL INTENT, GROSS NEGLIGENCE OR WILLFUL RECKLESSNESS. IN ADDITION,  NOTHING IN THIS ARTICLE 12, IS INTENDED OR WILL LIMIT OR EXCLUDE THE CONSULTANT’S LIABILITY TO  THE EXTENT SUCH LIABILITY CANNOT BE LIMITED OR EXCLUDED BY THE APPLICABLE LAW.   12.7 THE FEES PAID BY THE PRINCIPAL AND THE OTHER PROVISIONS OF THE AGREEMENT REFLECT THE  ALLOCATIONS OF RISK BETWEEN THE PARTIES. THE PROVISIONS OF THIS ARTICLE 12 ARE AN ESSENTIAL  ELEMENT OF THE BASIS OF THIS AGREEMENT.   12.8 EACH PARTY SHALL USE ALL REASONABLE ENDEAVORS TO MITIGATE ANY CLAIMS ARISING OUT,  RELATING TO OR IN CONNECTION WITH THE AGREEMENT.   12.9 PROVIDED IT HAS COMPLIED WITH THE PROVISIONS OF THIS ARTICLE 12.9, IF A PARTY IS PREVENTED,  HINDERED OR DELAYED IN OR FROM PERFORMING ANY OF ITS OBLIGATIONS UNDER THE AGREEMENT BY A  FORCE MAJEURE EVENT (THE AFFECTED PARTY), THE AFFECTED PARTY SHALL NOT BE IN BREACH OF THE  AGREEMENT OR OTHERWISE LIABLE FOR ANY SUCH FAILURE OR DELAY IN THE PERFORMANCE OF SUCH  OBLIGATIONS. THE AFFECTED PARTY SHALL (A) AS SOON AS REASONABLY PRACTICABLE AFTER THE START  OF THE FORCE MAJEURE EVENT, NOTIFY THE OTHER PARTY IN WRITING OF THE FORCE MAJEURE EVENT,  THE DATE ON WHICH IT STARTED, ITS LIKELY OR POTENTIAL DURATION, AND THE EFFECT OF THE FORCE  MAJEURE EVENT ON ITS ABILITY TO PERFORM ANY OF ITS OBLIGATIONS UNDER THE AGREEMENT; AND (B)  USE ALL REASONABLE ENDEAVORS TO MITIGATE THE EFFECT OF THE FORCE MAJEURE EVENT ON THE  PERFORMANCE OF ITS OBLIGATIONS. IF THE FORCE MAJEURE EVENT PREVENTS, HINDERS OR DELAYS THE  AFFECTED PARTY’S PERFORMANCE OF ITS OBLIGATIONS FOR A CONTINUOUS PERIOD OF MORE THAN SIXTY  (60) DAYS, THE PARTY NOT AFFECTED BY THE FORCE MAJEURE EVENT MAY TERMINATE THE AGREEMENT BY  GIVING THIRTY (30) DAYS WRITTEN NOTICE TO THE AFFECTED PARTY WHEREUPON THE PROVISIONS OF  ARTICLE 13.4 SHALL APPLY.   12.10 BOTH PARTIES SHALL TAKE OUT ADEQUATE INSURANCE POLICIES AT THEIR OWN EXPENSE SO AS TO  SUFFICIENTLY COVER THEIR RESPECTIVE LIABILITIES UNDER THE AGREEMENT, AND SHALL, UPON WRITTEN  REQUEST OF THE OTHER PARTY, PROVIDE WRITTEN EVIDENCE OF THE EXISTENCE OF SUCH POLICIES.  

13. DURATION & TERMINATION  

13.1 FOR THE PURPOSE OF THIS ARTICLE TERMINATION EVENT MEANS ANY OF THE FOLLOWING: (A) A PARTY  COMMITS A BREACH OF ANY MATERIAL TERM OR CONDITION OF THE AGREEMENT, THE EFFECT OF WHICH  BREACH IS OR MAY BE SUBSTANTIAL; (B) IN CASE OF THEFT, WILLFUL MISCONDUCT, GROSS NEGLIGENCE,  FRAUD OR FRAUDULENT MISREPRESENTATION BY A PARTY WHEN PERFORMING ITS OBLIGATION IN  CONNECTION WITH THE AGREEMENT; (C) THE AFFECTED PARTY STOPS OR SUSPENDS, OR THREATENS TO  STOP OR SUSPEND PAYMENT OF ALL OR A MATERIAL PART OF ITS DEBTS OR IS UNABLE TO PAY ITS DEBTS  AS THEY FALL DUE; OR (D) ANY STEP IS TAKEN WITH A VIEW TO THE ADMINISTRATION, WINDING UP OR  BANKRUPTCY OR ANY SIMILAR PROCEEDINGS IN THE JURISDICTION OF THE AFFECTED PARTY.   13.2 THE AGREEMENT SHALL COMMENCE ON THE EFFECTIVE DATE AND SHALL, UNLESS TERMINATED  EARLIER IN TERMS OF THE AGREEMENT, AUTOMATICALLY TERMINATE ONCE THE SERVICES HAVE BEEN  RENDERED BY THE CONSULTANT AND ALL FEES, EXPENSES AND VAT HAVE BEEN PAID BY THE PRINCIPAL  (THE TERM OF THE AGREEMENT).   13.3 UPON THE OCCURRENCE OF A TERMINATION EVENT OR THEREAFTER, THE PARTY NOT EXPERIENCING  THE TERMINATION EVENT MAY: (A) IN THE CASE OF A TERMINATION EVENT WHICH IS NOT CAPABLE OF  REMEDY, TERMINATE THE AGREEMENT FORTHWITH BY WRITTEN NOTICE; AND (B) IN THE CASE OF ANY  OTHER TERMINATION EVENT, SERVE NOTICE TO THE OTHER PARTY SPECIFYING THE TERMINATION EVENT  AND REQUIRING IT TO BE REMEDIED WITHIN THIRTY (30) DAYS, AND IF THE AFFECTED PARTY FAILS TO  REMEDY THE TERMINATION EVENT IN ACCORDANCE WITH THE AGREEMENT WITHIN SUCH THIRTY DAY  PERIOD, THE OTHER PARTY MAY TERMINATE THE AGREEMENT FORTHWITH BY WRITTEN NOTICE.   13.4 UPON TERMINATION OF THE AGREEMENT FOR ANY CAUSE, THE PRINCIPAL SHALL PAY TO THE  CONSULTANT, WITHIN FIVE (5) BUSINESS DAYS OF THE DATE OF TERMINATION, ALL FEES AND ANY  EXPENSES AND VAT. PAYABLE UNDER THE AGREEMENT FOR THE SERVICES PERFORMED UP TO THE  TERMINATION. TERMINATION OF THE AGREEMENT SHALL NOT AFFECT ANY RIGHTS, REMEDIES,  OBLIGATIONS OR LIABILITIES OF THE PARTIES WHICH HAVE ACCRUED UP TO THE DATE OF TERMINATION,  INCLUDING THE RIGHT TO CLAIM DAMAGES IN RESPECT OF ANY BREACH OF THE AGREEMENT WHICH  EXISTED AT OR BEFORE THE DATE OF TERMINATION.  

14. MISCELLANEOUS  

14.1 IF THERE IS A CONFLICT OR INCONSISTENCY BETWEEN THE PROVISIONS OF THE LETTER AND THESE  TERMS, THE PROVISIONS OF THE LETTER WILL PREVAIL TO THE EXTENT REQUIRED TO RESOLVE SUCH  CONFLICT OR INCONSISTENCY.   14.2 THE AGREEMENT (INCLUDING THESE TERMS) CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE  CONSULTANT AND THE PRINCIPAL RELATING TO THE SERVICES AND SUPERSEDES ANY OTHER AGREEMENT,  DOCUMENT OR PRE-CONTRACTUAL STATEMENT RELATING TO THE SAME SUBJECT MATTER.   14.3 TERMINATION OR EXPIRATION OF THE AGREEMENT WILL NOT AFFECT THE CONTINUING RIGHTS AND  OBLIGATIONS OF THE CONSULTANT OR THE PRINCIPAL UNDER ANY PROVISION WHICH IS EXPRESSED OR  INTENDED TO SURVIVE SUCH COMPLETION, TERMINATION OR EXPIRATION OR WHICH IS REQUIRED TO GIVE  EFFECT TO SUCH TERMINATION OR EXPIRATION. WITHOUT LIMITING THE FOREGOING, THE PROVISIONS  CONTAINED IN THESE TERMS THAT THE PARTIES INTEND TO SURVIVE, INCLUDING BUT NOT LIMITED TO  THOSE IN RELATION TO PAYMENT, CONFIDENTIALITY, INTELLECTUAL PROPERTY RIGHTS, WARRANTIES,  INDEMNITIES, LIMITATIONS OF LIABILITY, DISPUTE RESOLUTION AND OBLIGATIONS RELATED TO  TERMINATION, ALL SURVIVE TERMINATION AND EXPIRY OF THE AGREEMENT FOR THE BENEFIT OF THE  PARTY TO WHOM THEY ARE GIVEN.   14.4 THE PARTIES AGREE THAT THE RULE OF CONSTRUCTION THAT THE AGREEMENT SHALL BE  INTERPRETED AGAINST THE PARTY RESPONSIBLE FOR THE DRAFTING OF THE AGREEMENT, SHALL NOT  APPLY.   14.5 A PARTY’S WAIVER OF ANY BREACH OF THE OTHER PARTY’S OBLIGATIONS WILL NOT BE BINDING  UNLESS THE WAIVER IS IN WRITING, SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF THE WAIVING  PARTY, AND NO WAIVER WILL LIMIT OR AFFECT THE WAIVING PARTY’S RIGHTS WITH RESPECT TO ANY  OTHER OR FUTURE BREACH.   DAPP   SHADOWBOX (SDBX) LEGAL: TERMS OF SERVICE   IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS  ACTION RIGHTS AS DETAILED IN SECTION 14. PLEASE READ THE AGREEMENT CAREFULLY.  

1. ACCEPTANCE OF TERMS  

CORNERMAN, INC – THE SHADOWBOX GROUP (SBG) (ALSO REFERRED TO AS ‘SHADOWBOX’); AND ITS  PLATFORM AND CONTENT BANKING SYSTEM PROJECT (“SHADOWBOX”) PROVIDES A PORTAL FOR  DECENTRALIZED MUSIC DISTRIBUTION THROUGH OUR PROMO WEBSITE LOCATED AT: HTTPS://  SHADOWBOX.SPACE – BETA V3 SIGN UP AND SHADOW-BOX.IO (THE FORTHCOMING DAPP – “SITE”) WHICH  INCLUDES TEXT, IMAGES, AUDIO, CODE AND OTHER MATERIALS OR THIRD PARTY INFORMATION. THE SITE  AND ANY OTHER FEATURES, TOOLS, MATERIALS, OR SERVICES OFFERED FROM TIME TO TIME BY  SHADOWBOX (SBG), INCLUDING OUR SMART CONTRACTS, ARE REFERRED TO HERE AS THE “SERVICE.”  PLEASE READ THESE TERMS OF USE (THE “TERMS” OR “TERMS OF USE”) CAREFULLY BEFORE USING THE  SERVICE. BY USING OR OTHERWISE ACCESSING THE SERVICES, OR CLICKING TO ACCEPT OR AGREE TO  THESE TERMS WHERE THAT OPTION IS MADE AVAILABLE, YOU (1) ACCEPT AND AGREE TO THESE TERMS (2)  CONSENT TO THE COLLECTION, USE, DISCLOSURE AND OTHER HANDLING OF INFORMATION AS DESCRIBED  IN OUR PRIVACY POLICY AND (3) ANY ADDITIONAL TERMS, RULES AND CONDITIONS OF PARTICIPATION  ISSUED BY SHADOWBOX FROM TIME TO TIME. IF YOU DO NOT AGREE TO THE TERMS, THEN YOU MAY NOT  ACCESS OR USE THE SERVICES.  

2. MODIFICATION OF TERMS OF USE  

EXCEPT FOR SECTION 14, PROVIDING FOR BINDING ARBITRATION AND WAIVER OF CLASS ACTION RIGHTS,  SHADOWBOX (SBG) RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO MODIFY OR REPLACE THE TERMS OF  USE AT ANY TIME. THE MOST CURRENT VERSION OF THESE TERMS WILL BE POSTED ON OUR SITE. YOU  SHALL BE RESPONSIBLE FOR REVIEWING AND BECOMING FAMILIAR WITH ANY SUCH MODIFICATIONS. USE  OF THE SERVICES BY YOU AFTER ANY MODIFICATION TO THE TERMS CONSTITUTES YOUR ACCEPTANCE OF  THE TERMS OF USE AS MODIFIED.  

3. ELIGIBILITY  

YOU HEREBY REPRESENT YOU ARE OF LEGAL AGE OF MAJORITY TO PURCHASE AND CONSUME CONTENT  THROUGH OUR SERVICE. YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE ELIGIBLE TO LAWFULLY  USE CRYPTOCURRENCIES SUCH AS ETHER IN YOUR JURISDICTION AND THAT YOU CARRY THE RISK OF  SUCH PERSONAL COMPLIANCE.  

4. REPRESENTATIONS, WARRANTIES & RISKS  

4.1. WARRANTY DISCLAIMER   YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE  SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND,  EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. YOU RELEASE  SHADOWBOX FROM ALL LIABILITY FOR CONTENT YOU ACQUIRED OR FAILED TO ACQUIRE THROUGH THE  SERVICE.      4.2 SOPHISTICATION & RISK OF CRYPTOGRAPHIC SYSTEMS   BY UTILIZING THE SERVICE OR PLATFORM IN ANY WAY, YOU REPRESENT THAT YOU UNDERSTAND THE  INHERENT RISKS ASSOCIATED WITH CRYPTOGRAPHIC SYSTEMS; AND WARRANT THAT YOU HAVE AN  UNDERSTANDING OF THE USAGE AND INTRICACIES OF PUBLIC/PRIVATE KEY CRYPTOGRAPHY, NATIVE  CRYPTOGRAPHIC TOKENS, LIKE ETHER (ETH) AND BITCOIN (BTC), SMART CONTRACT BASED TOKENS SUCH  AS THOSE THAT FOLLOW THE ETHEREUM TOKEN STANDARD (HTTPS://GITHUB.COM/ETHEREUM/ EIPS/  ISSUES/20), AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS.   4.3 VOLATILITY OF CRYPTOCURRENCIES   YOU UNDERSTAND THAT ETHEREUM AND OTHER BLOCKCHAIN TECHNOLOGIES AND ASSOCIATED  CURRENCIES OR TOKENS ARE HIGHLY VOLATILE DUE TO MANY FACTORS INCLUDING BUT NOT LIMITED TO  ADOPTION, SPECULATION, TECHNOLOGY AND SECURITY RISKS. YOU ALSO ACKNOWLEDGE THAT THE COST  OF TRANSACTING ON SUCH TECHNOLOGIES IS VARIABLE AND MAY INCREASE AT ANY TIME CAUSING  IMPACT TO ANY ACTIVITIES TAKING PLACE ON THE ETHEREUM BLOCKCHAIN. YOU ACKNOWLEDGE THESE  RISKS AND REPRESENT THAT SHADOWBOX CANNOT BE HELD LIABLE FOR SUCH FLUCTUATIONS OR  INCREASED COSTS.   4.4 PLATFORM SECURITY   SHADOWBOX RELAUNCHING AS AN EARLY STAGE PLATFORM. YOU ACKNOWLEDGE THAT ETHEREUM  APPLICATIONS ARE CODE SUBJECT TO FLAWS AND ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE  FOR EVALUATING ANY AVAILABLE CODE PROVIDED BY THE SERVICES. YOU FURTHER EXPRESSLY  ACKNOWLEDGE AND REPRESENT THAT ETHEREUM APPLICATIONS CAN BE WRITTEN MALICIOUSLY OR  NEGLIGENTLY, THAT SHADOWBOX CANNOT BE HELD LIABLE FOR YOUR INTERACTION WITH SUCH  APPLICATIONS AND THAT SUCH APPLICATIONS MAY CAUSE LOSS OF PROPERTY OR IDENTITY. THESE  WARNINGS AND OTHERS LATER PROVIDED BY SHADOWBOX IN NO WAY EVIDENCE OR REPRESENT AN ON  GOING DUTY TO ALERT YOU TO ALL OF THE POTENTIAL RISKS OF UTILIZING THE SERVICE OR CONTENT.  5. INDEMNITY  YOU AGREE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TO RELEASE AND TO INDEMNIFY,  DEFEND AND HOLD HARMLESS SHADOWBOX AND ITS PARENTS, SUBSIDIARIES, AFFILIATES AND AGENCIES,  AS WELL AS THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS AND REPRESENTATIVES OF ANY OF  THE FOREGOING ENTITIES, FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, EXPENSES, DAMAGES,  COSTS (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) CLAIMS OR ACTIONS OF ANY KIND WHATSOEVER  ARISING OR RESULTING FROM YOUR USE OF THE SERVICE, YOUR VIOLATION OF THESE TERMS OF USE, AND  ANY OF YOUR ACTS OR OMISSIONS THAT IMPLICATE PUBLICITY RIGHTS, DEFAMATION OR INVASION OF  PRIVACY. SHADOWBOX RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME EXCLUSIVE DEFENSE AND  CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU AND, IN SUCH CASE, YOU  AGREE TO COOPERATE WITH SHADOWBOX IN THE DEFENSE OF SUCH MATTER.  

6. LIMITATION ON LIABILITY  

YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITES  AND SERVICE. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING  YOUR USE OF THE SITES AND SERVICE MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER  ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITES  AND SERVICE IS AT YOUR OWN RISK. RECOGNIZING SUCH, YOU UNDERSTAND AND AGREE THAT, TO THE  FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SHADOWBOX NOR ITS SUPPLIERS OR  LICENSORS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,  PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR  LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER  DAMAGES BASED ON CONTRACT, TORT (INCLUDING, IN JURISDICTIONS WHERE PERMITTED, NEGLIGENCE  AND GROSS NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY (EVEN IF SHADOWBOX HAD BEEN  ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE SITE OR SERVICE; THE USE OR  THE INABILITY TO USE THE SITES OR SERVICE; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR  TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITES OR SERVICE;  ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; HUMAN  ERRORS; TECHNICAL MALFUNCTIONS; FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES;  OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK,  PROVIDERS, OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT PARTICIPATION  IN THE SERVICE); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; INABILITY TO FULLY ACCESS THE  SITES OR SERVICE OR ANY OTHER WEBSITE; THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED  ACCESS TO, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY  OR IS INCOMPLETE OR LOST; TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION  THEREOF; OR ANY OTHER MATTER RELATING TO THE SITES OR SERVICE. SOME JURISDICTIONS DO NOT  ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR  INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT  APPLY TO YOU.  

7. LICENSES & ACCESS  

SUBJECT TO YOUR COMPLIANCE WITH THESE TERMS OF USE, SHADOWBOX GRANTS YOU A LIMITED, NON EXCLUSIVE, NON-TRANSFERABLE, NON-SUBLICENSABLE LICENSE TO ACCESS AND MAKE PERSONAL AND  NON-COMMERCIAL USE OF THE SERVICE. THIS LICENSE DOES NOT INCLUDE ANY RESALE OR COMMERCIAL  USE OF THE SERVICE OR ANY DERIVATIVE USE OF THE SERVICE. ALL RIGHTS NOT EXPRESSLY GRANTED TO  YOU IN THESE TERMS OF USE ARE RESERVED AND RETAINED BY SHADOWBOX OR ITS LICENSORS. THE  SHADOWBOX SERVICE MAY NOT BE REPRODUCED, DUPLICATED, COPIED, SOLD, RESOLD, VISITED, OR  OTHERWISE EXPLOITED FOR ANY COMMERCIAL PURPOSE WITHOUT EXPRESS WRITTEN CONSENT OF  SHADOWBOX (SBG). YOU MAY NOT FRAME OR UTILIZE FRAMING TECHNIQUES TO ENCLOSE ANY  TRADEMARK, LOGO, OR OTHER PROPRIETARY INFORMATION (INCLUDING IMAGES, TEXT, PAGE LAYOUT, OR  FORM) OF SHADOWBOX WITHOUT EXPRESS WRITTEN CONSENT. YOU MAY NOT MISUSE THE SERVICES. YOU  MAY USE THE SERVICES ONLY AS PERMITTED BY LAW. THE LICENSES GRANTED BY SHADOWBOX  TERMINATE IF YOU DO NOT COMPLY WITH THESE TERMS OF USE.  

8. TERMINATION & SUSPENSION  

SHADOWBOX MAY TERMINATE OR SUSPEND ALL OR PART OF THE SERVICE WITHOUT PRIOR NOTICE OR  LIABILITY IF YOU BREACH ANY OF THE TERMS OR CONDITIONS OF THE TERMS. THE FOLLOWING  PROVISIONS OF THE TERMS SURVIVE ANY TERMINATION OF THESE TERMS: INDEMNITY; WARRANTY  DISCLAIMERS; LIMITATION ON LIABILITY; OUR PROPRIETARY RIGHTS; TERMINATION; NO THIRD PARTY  BENEFICIARIES; BINDING ARBITRATION AND CLASS ACTION WAIVER; GENERAL INFORMATION.  

9. NO THIRD PARTY BENEFICIARIES  

YOU AGREE THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, THERE SHALL BE NO  THIRD PARTY BENEFICIARIES TO THE TERMS. 

10. NOTICE & PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT  

IF YOU BELIEVE THAT YOUR COPYRIGHT OR THE COPYRIGHT OF A PERSON ON WHOSE BEHALF YOU ARE  AUTHORIZED TO ACT HAS BEEN INFRINGED, PLEASE PROVIDE CORNERMAN, INC – THE SHADOWBOX GROUP  (SBG) , ‘S COPYRIGHT AGENT A WRITTEN NOTICE CONTAINING THE FOLLOWING INFORMATION: AN  ELECTRONIC OR PHYSICAL SIGNATURE OF THE PERSON AUTHORIZED TO ACT ON BEHALF OF THE OWNER  OF THE COPYRIGHT OR OTHER INTELLECTUAL PROPERTY INTEREST; A DESCRIPTION OF THE COPYRIGHTED  WORK OR OTHER INTELLECTUAL PROPERTY THAT YOU CLAIM HAS BEEN INFRINGED; A DESCRIPTION OF  WHERE THE MATERIAL THAT YOU CLAIM IS INFRINGING IS LOCATED ON THE SERVICE; YOUR ADDRESS,  TELEPHONE NUMBER, AND EMAIL ADDRESS; A STATEMENT BY YOU THAT YOU HAVE A GOOD FAITH BELIEF  THAT THE DISPUTED USE IS NOT AUTHORIZED BY THE COPYRIGHT OWNER, ITS AGENT, OR THE LAW; A  STATEMENT BY YOU, MADE UNDER PENALTY OF PERJURY, THAT THE ABOVE INFORMATION IN YOUR NOTICE  IS ACCURATE AND THAT YOU ARE THE COPYRIGHT OR INTELLECTUAL PROPERTY OWNER OR AUTHORIZED  TO ACT ON THE COPYRIGHT OR INTELLECTUAL PROPERTY OWNER’S BEHALF.   PLEASE NOTE: CONTACT SHADOWBOX’S DESIGNATED AGENT TO RECEIVE NOTIFICATION OF CLAIMED  INFRINGEMENT OR COUNTER-NOTIFICATION. CORNERMAN, INC – THE SHADOWBOX GROUP (SBG) / THE  SHADOWBOX GROUP CAN BE REACHED AT:   EMAIL: [email protected]   SUBJECT LINE: DMCA COMPLAINTS   MAIL: ATTENTION SHADOWBOX (LEGAL AGENT)  ADDRESS: 44 TEHAMA STREET SAN FRANCISCO, CA 94105   PLEASE NOTE: THE SHADOWBOX GROUP (SBG) – CORNERMAN, INC. CAN PROCESS CLAIMS SUBMITTED VIA  EMAIL MUCH FASTER THAN THOSE SUBMITTED TO THE ABOVE PHYSICAL ADDRESS.  

11. BINDING ARBITRATION & CLASS ACTION WAIVER  

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING  YOUR RIGHT TO FILE A LAWSUIT IN COURT   11.1 INITIAL DISPUTE RESOLUTION   THE PARTIES SHALL USE THEIR BEST EFFORTS TO ENGAGE DIRECTLY TO SETTLE ANY DISPUTE, CLAIM,  QUESTION, OR DISAGREEMENT AND ENGAGE IN GOOD FAITH NEGOTIATIONS WHICH SHALL BE A  CONDITION TO EITHER PARTY INITIATING A LAWSUIT OR ARBITRATION.   11.2 BINDING ARBITRATION   IF THE PARTIES DO NOT REACH AN AGREED UPON SOLUTION WITHIN A PERIOD OF 30 DAYS FROM THE TIME  INFORMAL DISPUTE RESOLUTION UNDER THE INITIAL DISPUTE RESOLUTION PROVISION BEGINS, THEN  EITHER PARTY MAY INITIATE BINDING ARBITRATION AS THE SOLE MEANS TO RESOLVE CLAIMS, SUBJECT TO  THE TERMS SET FORTH BELOW. SPECIFICALLY, ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS  (INCLUDING THEIR FORMATION, PERFORMANCE AND BREACH), THE PARTIES’ RELATIONSHIP WITH EACH  OTHER AND/OR YOUR USE OF THE SERVICE SHALL BE FINALLY SETTLED BY BINDING ARBITRATION  ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH THE PROVISIONS OF  ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED  DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION (THE “AAA”), EXCLUDING ANY RULES OR  PROCEDURES GOVERNING OR PERMITTING CLASS ACTIONS. THE ARBITRATOR, AND NOT ANY FEDERAL,  STATE OR LOCAL COURT OR AGENCY, SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ALL DISPUTES  ARISING OUT OF OR RELATING TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY OR FORMATION  OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO ANY CLAIM THAT ALL OR ANY PART OF THESE TERMS  ARE VOID OR VOIDABLE, OR WHETHER A CLAIM IS SUBJECT TO ARBITRATION. THE ARBITRATOR SHALL BE  EMPOWERED TO GRANT WHATEVER RELIEF WOULD BE AVAILABLE IN A COURT UNDER LAW OR IN EQUITY.  THE ARBITRATOR’S AWARD SHALL BE WRITTEN, AND BINDING ON THE PARTIES AND MAY BE ENTERED AS A  JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. THE PARTIES UNDERSTAND THAT, ABSENT THIS  MANDATORY PROVISION, THEY WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. THEY  FURTHER UNDERSTAND THAT, IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE  COSTS OF LITIGATION AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAN IN  COURT.   11.3 LOCATION   BINDING ARBITRATION SHALL TAKE PLACE IN CALIFORNIA. YOU AGREE TO SUBMIT TO THE PERSONAL  JURISDICTION OF ANY FEDERAL OR STATE COURT IN SAN FRANCISCO, CA, IN ORDER TO COMPEL  ARBITRATION, TO STAY PROCEEDINGS PENDING ARBITRATION, OR TO CONFIRM, MODIFY, VACATE OR ENTER  JUDGMENT ON THE AWARD ENTERED BY THE ARBITRATOR.  11.4 CLASS ACTION WAIVER   THE PARTIES FURTHER AGREE THAT ANY ARBITRATION OR OTHER PERMITTED ACTION SHALL BE  CONDUCTED IN THEIR INDIVIDUAL CAPACITIES ONLY AND NOT AS A CLASS ACTION OR OTHER  REPRESENTATIVE ACTION, AND THE PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR  SEEK RELIEF ON A CLASS BASIS. YOU AND SHADOWBOX AGREE THAT EACH MAY BRING CLAIMS AGAINST  THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN  ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. IF ANY COURT OR ARBITRATOR DETERMINES  THAT THE CLASS ACTION WAIVER SET FORTH IN THIS PARAGRAPH IS VOID OR UNENFORCEABLE FOR ANY  REASON OR THAT AN ARBITRATION CAN PROCEED ON A CLASS BASIS, THEN THE ARBITRATION PROVISION  SET FORTH ABOVE SHALL BE DEEMED NULL AND VOID IN ITS ENTIRETY AND THE PARTIES SHALL BE  DEEMED TO HAVE NOT AGREED TO ARBITRATE DISPUTES.      11.5 EXCEPTION – LITIGATION OF INTELLECTUAL PROPERTY & SMALL CLAIMS COURT CLAIMS  NOTWITHSTANDING THE PARTIES’ DECISION TO RESOLVE ALL DISPUTES THROUGH ARBITRATION, EITHER  PARTY MAY BRING AN ACTION IN STATE OR FEDERAL COURT TO PROTECT ITS INTELLECTUAL PROPERTY  RIGHTS (“INTELLECTUAL PROPERTY RIGHTS” MEANS PATENTS, COPYRIGHTS, MORAL RIGHTS, TRADEMARKS,  AND TRADE SECRETS, BUT NOT PRIVACY OR PUBLICITY RIGHTS). EITHER PARTY MAY ALSO SEEK RELIEF IN A  SMALL CLAIMS COURT FOR DISPUTES OR CLAIMS WITHIN THE SCOPE OF THAT COURT’S JURISDICTION.   11.6 30-DAY RIGHT TO OPT OUT   YOU HAVE THE RIGHT TO OPT-OUT AND NOT BE BOUND BY THE ARBITRATION AND CLASS ACTION WAIVER  PROVISIONS SET FORTH ABOVE BY SENDING WRITTEN NOTICE OF YOUR DECISION TO OPT-OUT TO THE  FOLLOWING ADDRESS: CORNERMAN, INC – THE SHADOWBOX GROUP (SBG) , / THE SHADOWBOX GROUP: 44  TEHAMA STREET, SAN FRANCISCO, CA 94105 AND VIA EMAIL AT [email protected], WITH  SUBJECT LINE LEGAL OPT OUT. THE NOTICE MUST BE SENT WITHIN 30 DAYS OF FEBRUARY 1, 2020 OR YOUR  FIRST USE OF THE SERVICE, WHICHEVER IS LATER, OTHERWISE YOU SHALL BE BOUND TO ARBITRATE  DISPUTES IN ACCORDANCE WITH THE TERMS OF THOSE PARAGRAPHS. IF YOU OPT-OUT OF THESE  ARBITRATION PROVISIONS, SHADOWBOX ALSO WILL NOT BE BOUND BY THEM.   11.7 CHANGES TO THIS SECTION   SHADOWBOX (SBG) WILL PROVIDE 60-DAYS’ NOTICE OF ANY CHANGES TO THIS SECTION. CHANGES WILL  BECOME EFFECTIVE ON THE 60TH DAY, AND WILL APPLY PROSPECTIVELY ONLY TO ANY CLAIMS ARISING  AFTER THE 60TH DAY. FOR ANY DISPUTE NOT SUBJECT TO ARBITRATION YOU AND SHADOWBOX AGREE TO  SUBMIT TO THE PERSONAL AND EXCLUSIVE JURISDICTION OF THE VENUE IN THE FEDERAL AND STATE  COURTS LOCATED IN SAN FRANCISCO, CALIFORNIA AND/OR NEW YORK, NEW YORK (SECONDARY). YOU  FURTHER AGREE TO ACCEPT SERVICE OF PROCESS BY MAIL, AND HEREBY WAIVE ANY AND ALL  JURISDICTIONAL AND VENUE DEFENSES OTHERWISE AVAILABLE. THE TERMS AND THE RELATIONSHIP  BETWEEN YOU AND SHADOWBOX SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA  WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS.  

12. GENERAL INFORMATION  

12.1 ENTIRE AGREEMENT   THESE TERMS (AND ANY ADDITIONAL TERMS, RULES AND CONDITIONS OF PARTICIPATION THAT  SHADOWBOX MAY POST ON THE SERVICE) CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND  SHADOWBOX WITH RESPECT TO THE SERVICE AND SUPERSEDES ANY PRIOR AGREEMENTS, ORAL OR  WRITTEN, BETWEEN YOU AND SHADOWBOX. IN THE EVENT OF A CONFLICT BETWEEN THESE TERMS AND  THE ADDITIONAL TERMS, RULES AND CONDITIONS OF PARTICIPATION, THE LATTER WILL PREVAIL OVER THE  TERMS TO THE EXTENT OF THE CONFLICT.   12.2 WAIVER & SEVERABILITY OF TERMS   THE FAILURE OF SHADOWBOX (SBG) TO EXERCISE OR ENFORCE ANY RIGHT OR PROVISION OF THE TERMS  SHALL NOT CONSTITUTE A WAIVER OF SUCH RIGHT OR PROVISION. IF ANY PROVISION OF THE TERMS IS  FOUND BY AN ARBITRATOR OR COURT OF COMPETENT JURISDICTION TO BE INVALID, THE PARTIES  NEVERTHELESS AGREE THAT THE ARBITRATOR OR COURT SHOULD ENDEAVOR TO GIVE EFFECT TO THE  PARTIES’ INTENTIONS AS REFLECTED IN THE PROVISION, AND THE OTHER PROVISIONS OF THE TERMS  REMAIN IN FULL FORCE AND EFFECT.   12.3 STATUTE OF LIMITATIONS   YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF  ACTION ARISING OUT OF OR RELATED TO THE USE OF THE SERVICE OR THE TERMS MUST BE FILED WITHIN  ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.   12.4 SECTION TITLES  THE SECTION TITLES IN THE TERMS ARE FOR CONVENIENCE ONLY AND HAVE NO LEGAL OR CONTRACTUAL  EFFECT.   12.5 COMMUNICATIONS   USERS WITH QUESTIONS, COMPLAINTS OR CLAIMS WITH RESPECT TO THE SERVICE MAY CONTACT US  USING THE RELEVANT CONTACT INFORMATION SET FORTH ABOVE.  

13. SOFTWARE LICENSE  

ALL RIGHTS RESERVED. SHADOWBOX IS CURRENTLY EXPLORING THE APPROPRIATE LICENSE STRUCTURE  AND THIS WILL BE UPDATED WHEN A CONCLUSION IS REACHED.  

14. PRIVACY POLICY  

THIS PRIVACY POLICY DESCRIBES HOW WE COLLECT, USE, DISCLOSE AND STORE INFORMATION YOU  PROVIDE TO US. THE PRIVACY POLICY APPLIES TO THE SERVICE ON OR IN WHICH IT IS POSTED, LINKED OR  REFERENCED. THIS POLICY COVERS:INFORMATION THAT WE RECEIVE FROM YOU WHEN YOU INTERACT  WITH OUR WEBSITE HOW WE USE AND PROCESS THE INFORMATION THAT WE RECEIVE. IF AND WHY  PERSONAL INFORMATION MAY BE DISCLOSED TO THIRD PARTIES; AND YOUR CHOICES REGARDING THE  COLLECTION AND PROCESSING OF YOUR PERSONAL INFORMATION. PLEASE NOTE THAT THIS PRIVACY  POLICY DOES NOT APPLY TO INFORMATION COLLECTED THROUGH THIRD-PARTY WEBSITES OR SERVICES  THAT YOU MAY ACCESS THROUGH THE SERVICES OR THAT YOU SUBMIT TO US THROUGH EMAIL, TEXT  MESSAGE OR OTHER ELECTRONIC MESSAGE OR OFFLINE.   14.1 USER CONSENT   BY USING THE SERVICES, YOU ACCEPT THE “TERMS” OF THIS “PRIVACY POLICY” AND OUR “TERMS OF  SERVICE”, AND CONSENT TO OUR COLLECTION, USE, DISCLOSURE AND RETENTION OF YOUR INFORMATION  AS DESCRIBED IN THIS PRIVACY POLICY. IF YOU DO NOT AGREE WITH ANY PART OF THIS PRIVACY POLICY,  THEN PLEASE DO NOT USE ANY OF THE SERVICES.   14.2 EFFECTIVE DATE & CHANGES TO THIS POLICY   THE EFFECTIVE DATE OF THIS PRIVACY POLICY IS SET FORTH AT THE TOP OF THIS WEBPAGE. WHENEVER  POSSIBLE, WE WILL PROVIDE YOU WITH ADVANCE WRITTEN NOTICE OF OUR CHANGES TO THIS PRIVACY  POLICY. WE WILL NOT MAKE RETROACTIVE CHANGES THAT REDUCE YOUR PRIVACY RIGHTS UNLESS WE  ARE LEGALLY REQUIRED TO DO SO. YOUR CONTINUED USE OF THE SERVICES AFTER THE EFFECTIVE DATE  CONSTITUTES YOUR ACCEPTANCE OF THE AMENDED PRIVACY POLICY. THE AMENDED PRIVACY POLICY  SUPERSEDES ALL PREVIOUS VERSIONS.   14.3 INFORMATION WE COLLECT   ETHEREUM ACCOUNT ADDRESSES. NOTE, WE COLLECT NO OTHER PERSONAL IDENTIFYING INFORMATION,  SO THESE ADDRESSES REMAIN “PSEUDONYMOUS.” HOW WE USE AND STORE INFORMATION WE COLLECT:  TRANSACTION RECORDS ARE STORED NATIVELY ON THE ETHEREUM BLOCKCHAIN. WE ALSO TRACK  TRANSACTION HISTORY IN SECURE INTERNAL DATABASES FOR PURPOSES OF ADMINISTERING THE  SERVICE. LEGALLY REQUIRED DISCLOSURES WHEN PERMITTED OR REQUIRED BY LAW, WE MAY SHARE  INFORMATION WITH ADDITIONAL THIRD PARTIES WHERE PERMITTED BY APPLICABLE LAW, INCLUDING, FOR  EXAMPLE, WHERE RESPONDING TO LEGAL PROCESS.   SHADOWBOX (SDBX) LEGAL: DMCA POLICY  

1. POLICY  

CORNERMAN, INC – THE SHADOWBOX GROUP (SBG) ‘S SHADOWBOX DAPP-PLATFORM (“SHADOWBOX”, “WE”,  “OUR”, OR “US”) RESPECTS THE INTELLECTUAL PROPERTY OF OTHERS, AND WE ASK OUR USERS TO DO THE  SAME. SHADOWBOX HAS ADOPTED THE FOLLOWING GENERAL POLICY (THE “POLICY”) TO ADDRESS CLAIMS  OF COPYRIGHT INFRINGEMENT IN ACCORDANCE WITH THE DIGITAL MILLENNIUM COPYRIGHT ACT. IF YOU  IDENTIFY ANY TRACKS AND/OR MEDIA ON SHADOWBOX THAT YOU BELIEVE INFRINGE YOUR COPYRIGHT,  YOU CAN LET US KNOW AS SET FORTH BELOW. BEFORE MAKING A REPORT CONCERNING ANY POSSIBLE  COPYRIGHT INFRINGEMENT, PLEASE REVIEW THE ENTIRE POLICY BELOW CAREFULLY AND THE FOLLOWING  POINTS IN PARTICULAR: THIS POLICY RELATES TO NOTICES CONCERNING COPYRIGHT INFRINGEMENT ONLY.  IF YOU WISH TO MAKE A DIFFERENT REPORT OR NEED TO CONTACT US REGARDING ANOTHER ISSUE,  PLEASE DISREGARD THIS POLICY AND EMAIL US AT [email protected]. PLEASE ONLY  REPORT INFRINGEMENT OF YOUR OWN COPYRIGHT, OR THE COPYRIGHT OF SOMEONE YOU ARE  AUTHORIZED TO REPRESENT.IF YOU BELIEVE THAT SOMEONE ELSE’S COPYRIGHT IS BEING INFRINGED,  PLEASE NOTIFY THEM AND DIRECT THEM TO THIS POLICY. PLEASE DO NOT REPORT COPYRIGHT  INFRINGEMENT UNLESS YOU HAVE A GENUINE CLAIM. IF YOU MAKE GROUNDLESS OR MALICIOUS REPORTS  OF COPYRIGHT INFRINGEMENT, YOU RISK HAVING YOUR ACCOUNT SUSPENDED OR TERMINATED. YOU MAY  ALSO BE LIABLE FOR DAMAGES (INCLUDING COSTS AND LEGAL FEES) INCURRED BY SHADOWBOX, THE  PERSON WHOSE TRACKS YOU REPORT AND/OR ANY COPYRIGHT OWNER OR AUTHORIZED LICENSEE, AS  THE RESULT OF YOUR CLAIM. PLEASE PROVIDE SUFFICIENT AND ACCURATE INFORMATION AS SET FORTH  BELOW. FILING DMCA NOTICE TO REMOVE COPYRIGHTED CONTENT IF YOU BELIEVE THAT YOUR WORK HAS  BEEN COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT, PLEASE PROVIDE US WITH A  WRITTEN NOTICE CONTAINING THE FOLLOWING INFORMATION:   – YOUR NAME, ADDRESS, TELEPHONE NUMBER, AND EMAIL ADDRESS.   – A DESCRIPTION OF THE COPYRIGHTED CONTENT THAT YOU CLAIM HAS BEEN INFRINGED AND ITS  LOCATION ON THE SHADOWBOX PLATFORM (E.G. THE URL).   – A STATEMENT THAT YOU HAVE A GOOD FAITH BELIEF THAT THE USE OF THE COPYRIGHTED WORK IS NOT  AUTHORIZED BY THE COPYRIGHT OWNER, ITS AGENT, OR THE LAW.   – A STATEMENT BY YOU UNDER PENALTY OF PERJURY THAT THE INFORMATION IN YOUR NOTICE IS  ACCURATE AND THAT YOU ARE THE COPYRIGHT OWNER OR AUTHORIZED TO ACT ON THE COPYRIGHT  OWNER’S BEHALF.   FOR EXAMPLE, “I SWEAR UNDER PENALTY OF PERJURY THAT I AM THE COPYRIGHT OWNER OR AM  AUTHORIZED TO ACT ON BEHALF OF THE OWNER OF AN EXCLUSIVE RIGHT THAT IS ALLEGEDLY INFRINGED,  AND THAT THE INFORMATION IN THIS NOTIFICATION IS ACCURATE. I HAVE A GOOD FAITH BELIEF THAT USE  OF THE COPYRIGHTED MATERIALS DESCRIBED ABOVE AS ALLEGEDLY INFRINGING IS NOT AUTHORIZED BY  THE COPYRIGHT OWNER, ITS AGENT, OR THE LAW.” YOUR ELECTRONIC OR PHYSICAL SIGNATURE (MAY BE A  SCANNED COPY). PLEASE NOTE THAT A COPY OF YOUR NOTICE MAY BE FORWARDED TO THE PERSON  RESPONSIBLE FOR UPLOADING THE ALLEGED INFRINGING CONTENT. PLEASE DO NOT INCLUDE ANY  INFORMATION IN YOUR REPORT OTHER THAN THE INFORMATION REQUIRED BY THE POINTS ABOVE.  

2. FILING DMCA COUNTER NOTIFICATION TO RESTORE REMOVED CONTENT:  

IF YOU BELIEVE THAT YOUR MATERIAL HAS BEEN REMOVED BY MISTAKE OR MISIDENTIFICATION, PLEASE  PROVIDE SHADOWBOX WITH A WRITTEN COUNTER- NOTIFICATION CONTAINING THE FOLLOWING  INFORMATION:   – YOUR NAME, ADDRESS, TELEPHONE NUMBER AND EMAIL ADDRESS.   – A DESCRIPTION OF THE CONTENT THAT WAS REMOVED AND ITS LOCATION ON THE SHADOWBOX  PLATFORM (E.G., THE URL) WHERE IT PREVIOUSLY APPEARED.   – A STATEMENT UNDER PENALTY OF PERJURY THAT YOU HAVE A GOOD FAITH BELIEF THAT THE MATERIAL  WAS REMOVED OR DISABLED AS A RESULT OF MISTAKE OR MISIDENTIFICATION. – A STATEMENT THAT YOU CONSENT TO THE JURISDICTION OF THE FEDERAL DISTRICT COURT FOR THE  JUDICIAL DISTRICT IN WHICH YOUR ADDRESS IS LOCATED, OR IF YOUR ADDRESS IS OUTSIDE OF THE  UNITED STATES, ANY JUDICIAL DISTRICT IN WHICH SHADOWBOX (SBG) MAY BE FOUND (WHICH INCLUDES  THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF NEW YORK), AND THAT YOU WILL  ACCEPT SERVICE OF PROCESS FROM THE PERSON WHO FILED THE ORIGINAL DMCA NOTICE OR AN  AGENT OF THAT PERSON.   FOR EXAMPLE, “I SWEAR UNDER PENALTY OF PERJURY THAT I HAVE A GOOD FAITH BELIEF THAT THE  MATERIAL WAS REMOVED OR DISABLED AS A RESULT OF MISTAKE OR MISIDENTIFICATION BECAUSE I AM  THE COPYRIGHT OWNER OR AM AUTHORIZED TO ACT ON BEHALF OF THE OWNER OF AN EXCLUSIVE RIGHT  IN THE REMOVED MATERIAL, AND THAT THE INFORMATION IN THIS NOTIFICATION IS ACCURATE. I CONSENT  TO THE JURISDICTION OF THE FEDERAL DISTRICT COURT OF [INSERT JUDICIAL DISTRICT YOUR ADDRESS IS  LOCATED] AND ACCEPT SERVICE OF PROCESS FROM THE PERSON WHO FILED THE ORIGINAL DMCA NOTICE  OR THE AGENT OF THAT PERSON.” YOUR ELECTRONIC OR PHYSICAL SIGNATURE (MAY BE A SCANNED COPY).  PLEASE NOTE THAT WE WILL SEND ANY COMPLETE COUNTER NOTIFICATIONS WE RECEIVE TO THE  PERSON OR ENTITY THAT SUBMITTED THE ORIGINAL DMCA NOTICE. SUCH PERSON OR ENTITY MAY ELECT  TO FILE A LAWSUIT AGAINST YOU FOR COPYRIGHT INFRINGEMENT. IF WE DO NOT RECEIVE NOTICE THAT A  LAWSUIT HAS BEEN FILED WITHIN TEN (10) BUSINESS DAYS AFTER WE PROVIDE YOUR COUNTER  NOTIFICATION, WE WILL RESTORE THE REMOVED MATERIALS. UNTIL THAT TIME, YOUR MATERIALS WILL  REMAIN REMOVED. WE WILL PROVIDE A COPY OF THE ORIGINAL DMCA TAKEDOWN NOTICE UPON REQUEST.   2.1 SHADOWBOX COPYRIGHT AGENT   PLEASE NOTE: CONTACT SHADOWBOX’S DESIGNATED AGENT TO RECEIVE NOTIFICATION OF CLAIMED  INFRINGEMENT OR COUNTER-NOTIFICATION. CORNERMAN, INC – THE SHADOWBOX GROUP (SBG) / THE  SHADOWBOX GROUP CAN BE REACHED AT:   EMAIL: [email protected]   SUBJECT LINE: DMCA COMPLAINTS   MAIL: ATTENTION SHADOWBOX (LEGAL AGENT)   ADDRESS: 44 TEHAMA STREET SAN FRANCISCO, CA 94105  PLEASE NOTE: THE SHADOWBOX GROUP (SBG) – CORNERMAN, INC. CAN PROCESS CLAIMS SUBMITTED VIA  EMAIL MUCH FASTER THAN THOSE SUBMITTED TO THE ABOVE PHYSICAL ADDRESS.  

3. REPEAT INFRINGER POLICY  

CORNERMAN, INC. – THE SHADOWBOX GROUP (SBG) WILL TERMINATE USER ACCOUNTS THAT HAVE BEEN  THE SUBJECT OF TWO (2) SEPARATE DMCA NOTICES. IN THE EVENT A USER’S MATERIALS ARE REMOVED  DUE TO A DMCA NOTICE AND THEN SUBSEQUENTLY RESTORED DUE TO THE FILING OF A DMCA COUNTER  NOTIFICATION, SHADOWBOX WILL NOT COUNT SUCH DMCA NOTICE. SHADOWBOX RESERVES THE RIGHT  TO TERMINATE USER ACCOUNTS THAT ARE THE SUBJECT OF FEWER THAN TWO (2) DMCA NOTICES, IN ITS  SOLE DISCRETION AND WILL DO SO IF A USER HAS A HISTORY OF VIOLATING OR WILLFULLY DISREGARDING  SHADOWBOX’S TERMS OF SERVICE.   SHADOWBOX (SDBX) LEGAL: LICENSING AGREEMENT  

1. LICENSING AGREEMENT (CONTENT, PRODUCT, MUSIC, LITERARY)  

PLEASE NOTE: IF YOU ARE SUBMITTING CONTENT, PRODUCTS, MUSIC, AND/OR LITERARY SAMPLES TO US,  PLEASE READ THIS CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CORNERMAN, INC – THE  SHADOWBOX GROUP (SBG) , / THE SHADOWBOX GROUP (SBG). THIS CONTENT LICENSE AGREEMENT  (“AGREEMENT”) IS MADE BY AND BETWEEN YOU (“LICENSOR”) AND THE CORNERMAN, INC – THE  SHADOWBOX GROUP (SBG) , /THE SHADOWBOX GROUP. (“SBG”), COLLECTIVELY REFERRED TO  HEREINAFTER AS THE “PARTIES”. WHEREAS, LICENSOR OWNS OR CONTROLS THE RIGHTS TO VIDEOS,  PRODUCTS, WRITTEN MATERIAL AND/OR OTHER CONTENT (HEREINAFTER REFERRED TO AS THE  “CONTENT”); WHEREAS, LICENSOR WISHES TO INCREASE THE EXPOSURE OF THE CONTENT BY ALLOWING  THEIR DISTRIBUTION ON THE SBD SERVICE (AS DEFINED BELOW); WHEREAS, SBD WISHES TO OBTAIN THE  EXCLUSIVE RIGHTS TO USE, DISTRIBUTE AND EXHIBIT THE CONTENT WORLDWIDE (THE “TERRITORY”) VIA  ONLINE AND/OR MOBILE DISTRIBUTORS (COLLECTIVELY, “SBG’S DISTRIBUTORS”), AND/OR SBG’S OR SBG’S  DISTRIBUTORS’ EMBEDDABLE MEDIA PLAYERS (“WIDGETS”) AND WHERE END USERS ACCESS VIDEOS IN AN  ON-DEMAND AND PRE-PROGRAMMED FASHION EITHER INDIVIDUALLY OR AS PART OF PLAYLISTS, AND  WHICH MAY ALSO OFFER ORIGINAL PROGRAMMING (“SBG’S PRODUCED PROGRAMS”), SUCH AS OTHER  VIDEOS PRODUCED OR COMMISSIONED BY SBD FOR DISTRIBUTION ON THE SAME OR SIMILAR PLATFORMS  (COLLECTIVELY, THE “SERVICE”). NOW THEREFORE, THE PREAMBLE BEING AN INTEGRAL PART OF THIS  AGREEMENT, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREINAFTER SET  FORTH, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF WHICH IS HEREBY  ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:  

2. CONTENT  

THIS AGREEMENT SHALL APPLY TO CONTENT WHICH HAVE BEEN PREVIOUSLY SUBMITTED TO SBD BY  LICENSOR AND WERE SUBSEQUENTLY ACCEPTED BY SBG.  

3. TERM  

THE TERM OF THIS AGREEMENT SHALL BE FOR THIRTY (30) DAYS, COMMENCING UPON THE FIRST DAY THE  CONTENT IS MADE AVAILABLE ON THE SERVICE. THIS AGREEMENT MAY BE RENEWED FOR ADDITIONAL  THIRTY (30) DAY PERIODS UPON MUTUAL CONSENT OF THE PARTIES (THE “TERM”). GRANT OF RIGHTS:  LICENSOR HEREBY GRANTS TO SBG THE EXCLUSIVE RIGHTS AND LICENSE DURING THE TERM AND  THROUGHOUT THE TERRITORY TO: (A) DISTRIBUTE, TRANSMIT, EXHIBIT, PERFORM OR OTHERWISE MAKE  AVAILABLE THE CONTENT OR ANY PART THEREOF THROUGH THE SERVICE BY ANY AND ALL MEANS OF  EXPLOITATION WHETHER NOW KNOWN OR SUBSEQUENTLY DEVISED INCLUDING WITHOUT LIMITATION AS  STREAMS FROM SBG’S SERVERS AND SBG’S DISTRIBUTORS’ SERVERS VIA THE INTERNET, WIDGETS AND/OR  MOBILE TELECOMMUNICATION NETWORKS; (B) MAKE COPIES OF THE CONTENT AND STORE ON SBG’S  SERVERS AND ON SBD’S DISTRIBUTORS’ SERVERS SUCH COPIES OF THE CONTENT AS ARE REASONABLY  NECESSARY TO ENABLE SBG AND SBG’S DISTRIBUTORS TO MAKE AVAILABLE THE CONTENT THROUGH THE  SERVICE; (C) ENCODE AND DISPLAY ON THE SERVICE ANY ARTWORK ASSOCIATED WITH THE CONTENT FOR  THE PURPOSES OF IDENTIFYING AND PROMOTING THE AVAILABILITY OF THE CONTENT ON THE SERVICE,  WHETHER SUCH ARTWORK IS PROVIDED BY LICENSOR OR NOT; (D) COMBINE THE CONTENT OR EXTRACTS  OF CONTENT WITH OTHER CONTENT (E.G. AUDIO, VIDEO, GRAPHICS) FROM ANY SOURCE FOR PURPOSES OF  PROMOTING OR ADVERTISING SBG AND/OR THE SERVICE; (E) USE, EXTRACT, DISPLAY AND TRANSMIT  EXTRACTS OF CONTENT OF UP TO THIRTY (30) SECONDS IN LENGTH OR LESS, AND STILL SCREEN SHOTS OF  CONTENT, TO PROMOTE AND MARKET THE SERVICE AND TO ADVERTISE THE AVAILABILITY OF THE  CONTENT ON THE SERVICE; (F) USE THE TITLE OF THE CONTENT AND THE NAME OF THE ASSOCIATED  CREATORS, OWNERS, CAST AND CREW FOR THE PURPOSES OF (I) IDENTIFYING THE CONTENT ON THE  SERVICE; (II) PROVIDING THE CREDITS THAT WILL BE DISPLAYED FOR THE CONTENT; (III) PROMOTING AND  MARKETING THE SERVICE, AND (IV) ADVERTISING THE AVAILABILITY OF THE CONTENT ON THE SERVICE;  AND (G) ENCODE AND DISPLAY THIRD-PARTY ADVERTISING, SPONSORSHIPS, OR PROMOTIONS PLACED ON  OR WITHIN THE SERVICE OR CONTENT. LICENSOR UNDERSTANDS AND AGREES THAT SBG SHALL NOT BE  OBLIGATED TO USE AND DISTRIBUTE THE CONTENT OR TO EXERCISE ANY OF THE RIGHTS GRANTED  HEREIN. LICENSOR ALSO UNDERSTANDS AND AGREES THAT ANY OR ALL OF THE RIGHTS GRANTED HEREIN  MAY BE SUBLICENSED BY SBG TO SBG’S DISTRIBUTORS FOR THE PURPOSES OF MAKING THE CONTENT  AVAILABLE ON THE SERVICE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.     

4. MONETIZATION  

UNLESS OR UNTIL LICENSOR HAS AGREED TO PARTICIPATE IN SBG’S MONETIZATION PROGRAM, AND HAS  ACCEPTED THE TERMS AND CONDITIONS OF SBG’S MONETIZATION PROGRAM, LICENSOR HEREBY WAIVES  PAYMENT OF ANY LICENSE FEES, ROYALTIES OR ANY OTHER PAYMENTS FOR THE RIGHTS GRANTED  HEREUNDER.  

5. CREDIT  

SBG WILL USE ALL REASONABLE EFFORTS TO CREDIT AND IDENTIFY EACH CONTENT MADE AVAILABLE ON  THE SERVICE BY (I) THE TITLE OF THE CONTENT, (II) THE NAME OF KEY CAST AND CREW MEMBERS, AND/OR  (III) A BRIEF DESCRIPTION OF THE CONTENT. NO FAILURE BY SBG OR ANY THIRD PARTY TO COMPLY WITH  THE FOREGOING PROVISION SHALL BE DEEMED A BREACH OF THIS AGREEMENT, PROVIDED THAT SBD  CORRECTS ANY SUCH FAILURE IN A TIMELY MANNER AFTER BEING NOTIFIED BY LICENSOR.  

6. REPRESENTATIONS & WARRANTIES; INDEMNIFICATION  

(A) LICENSOR REPRESENTS AND WARRANTS TO SBG THAT: I. IT OWNS OR CONTROLS ALL RIGHTS IN AND TO  THE CONTENT, AND THEIR DISTRIBUTION THEREOF; II. IT HAS THE RIGHT TO ENTER INTO THIS AGREEMENT  AND IT HAS FULL AUTHORITY TO GRANT TO SBD THE RIGHTS GRANTED HEREUNDER FREE AND CLEAR OF  ANY ENCUMBRANCE; III. THE RIGHTS GRANTED TO SBG HEREUNDER WILL NOT INFRINGE UPON THE  COPYRIGHTS OR ANY OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY; IV. IT HAS ALL  NECESSARY LICENSES AND CONSENTS, INCLUDING, WITHOUT LIMITATION, ANY AUTHORIZATION OR  RELEASE FROM ALL INDIVIDUALS OR ARTIST(S) ASSOCIATED WITH SUCH CONTENT AND FROM THE OWNER  OF ALL ARTWORK, MUSIC, OR CREATIVE MATERIAL CONTAINED IN THE CONTENT AND SHALL BE SOLELY  RESPONSIBLE FOR ANY AND ALL ASSOCIATED FEES, ROYALTIES AND OTHER AMOUNTS DUE TO ANY  INTERESTED THIRD PARTIES (E.G., ARTISTS, UNIONS, PRODUCERS, WRITERS, PUBLISHERS) WITH RESPECT TO  THE DISTRIBUTION OF THE CONTENT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, INCLUDING  WITH RESPECT TO THE MUSICAL COMPOSITIONS EMBODIED IN SUCH CONTENT, AND THAT SBG SHALL  HAVE NO RESPONSIBILITY TO PAY ANY SUCH THIRD PARTY WITH RESPECT TO THE DISTRIBUTION OF THE  CONTENT; (B) LICENSOR AGREES TO INDEMNIFY AND HOLD HARMLESS SBG AND ITS AFFILIATED  COMPANIES, INCLUDING THEIR DIRECTORS, OFFICERS AND REPRESENTATIVES, FROM ANY CLAIM, ACTION,  DEMAND, LOSS, DAMAGE OR LIABILITY, ANY AMOUNT PAID FURTHER TO ANY JUDGMENT, APPEAL OR OUT OF-COURT SETTLEMENT (TOGETHER WITH INTEREST AND PENALTIES) OR REASONABLE ATTORNEYS’ FEES  THAT MAY BE INCURRED OR SUSTAINED BY SBD AND ITS AFFILIATED COMPANIES, INCLUDING THEIR  DIRECTORS, OFFICERS AND REPRESENTATIVES, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, ARISING  OUT OF OR RELATING TO THE BREACH BY LICENSOR OF ANY OF ITS REPRESENTATIONS OR WARRANTIES  CONTAINED HEREIN. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542,  WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT NOW  OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM  MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” (C) SBG MAKES NO OTHER  WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONTENT OR THE SERVICE, INCLUDING, WITHOUT  LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  SBD AND ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS,  PARTNERS OR AGENTS SHALL NOT BE LIABLE TO LICENSOR OR ANY OTHER PERSON OR ENTITY FOR ANY  GENERAL, PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST  PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES OR PROCEEDING ARISING UNDER THIS AGREEMENT  OR ARISING OUT OF SBD’S USE OF THE CONTENT OR OTHERWISE, WHETHER OR NOT SBG HAS BEEN  ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, WHETHER THE ACTION IS BASED ON  CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR  OTHERWISE. (D) THE REPRESENTATIONS, WARRANTIES AND COVENANT TO INDEMNIFY HEREUNDER SHALL  SURVIVE THE EXPIRATION OR TERMINATION, FOR ANY REASON, OF THIS AGREEMENT.  

7. MISCELLANEOUS  

(A) REMOVAL OF CONTENT: PROMPTLY UPON THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR  ANY REASON, SBG SHALL CEASE ANY EXPLOITATION OF THE CONTENT, PROVIDED THAT IT SHALL TAKE A  REASONABLE PERIOD OF TIME FOR SBD TO REMOVE THE CONTENT FROM ALL PLATFORMS OF SBG AND  SBG’S DISTRIBUTORS. (B) ASSIGNMENT: THIS AGREEMENT MAY BE FULLY ASSIGNED OR OTHERWISE  TRANSFERRED, IN WHOLE OR IN PART, BY SBG WITHOUT THE PRIOR WRITTEN CONSENT OF LICENSOR. THIS  AGREEMENT SHALL BE BINDING UPON THE PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF  THE PARTIES. (C) AMENDMENT/WAIVER: NO MODIFICATION, AMENDMENT OR WAIVER OF THIS AGREEMENT  SHALL BE BINDING UNLESS CONFIRMED IN A WRITTEN INSTRUMENT SIGNED BY BOTH PARTIES. (D) NO  PARTNERSHIP: NOTHING CONTAINED HEREIN SHALL BE CONSTRUED OR DEEMED TO CONSTITUTE A  PARTNERSHIP, JOINT VENTURE, OR EMPLOYER-EMPLOYEE RELATIONSHIP OF ANY KIND AMONG THE  PARTIES HERETO AND NO PARTY IS OR SHALL HOLD ITSELF OUT TO BE AN AGENT OF THE OTHER. (E)  APPLICABLE LAW / DISPUTE RESOLUTION: THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN  ALL RESPECTS BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE CHOICE OF LAW  PROVISIONS. ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT  OR BREACH OF THIS AGREEMENT THAT CANNOT BE AMICABLY RESOLVED BETWEEN THE PARTIES WILL BE  SETTLED BY SOLE AND EXCLUSIVE BINDING ARBITRATION, IN SAN FRANCISCO, CALIFORNIA, UNDER THE  RULES AND AUSPICES OF THE AMERICAN ARBITRATION ASSOCIATION. (F) SEVERABILITY. IN THE EVENT ANY  PROVISION, CLAUSE, SENTENCE, PHRASE OR WORD OF THIS AGREEMENT, OR THE APPLICATION OF ANY  PROVISION, CLAUSE, SENTENCE, PHRASE OR WORD IN ANY CIRCUMSTANCES, IS HELD TO BE INVALID OR  UNENFORCEABLE, SUCH INVALIDITY OR UNENFORCEABILITY WILL NOT AFFECT THE VALIDITY OR  ENFORCEABILITY OF THE REMAINDER OF THIS AGREEMENT, OR OF THE APPLICATION OF ANY SUCH  PROVISION, SENTENCE, CLAUSE, PHRASE OR WORD IN ANY OTHER CIRCUMSTANCES. (G) ENTIRE  AGREEMENT. THIS AGREEMENT EMBODIES, MERGES AND INTEGRATES ALL PRIOR AND CURRENT  AGREEMENTS AND UNDERSTANDINGS OF THE PARTIES TO THIS AGREEMENT. IN WITNESS WHEREOF, THE  PARTIES HAVE EXECUTED THIS AGREEMENT.  

8. TERMS OF SERVICE (THE “AGREEMENT”)  

8.1 BASIC TERMS   CORNERMAN, INC – THE SHADOWBOX GROUP (SBG) , . AND ITS AFFILIATES AND SUB LICENSEES  (“PRODUCER”, “WE”, OR “US”) OFFERS FILMS, VIDEOS, AND OTHER AUDIO-VISUAL ENTERTAINMENT (THE  “SERVICE”) THROUGH ITS WEBSITE CURRENTLY LOCATED AT (HTTP://WWW.SHADOWBOX.SPACE), WHICH  EXACT URL MAY CHANGE FROM TIME TO TIME (THE “SITE”). IF APPLICABLE, YOU MAY BE REQUIRED TO SET  UP AN ACCOUNT TO ACCESS THE PORTIONS OF SITE OR SERVICE THAT ALLOW THE DOWNLOADING OF  FILMS AND VIDEOS. YOU ARE RESPONSIBLE FOR YOUR USE OF THE SITE AND SERVICE, FOR ANY CONTENT  YOU POST TO THE SITE OR SERVICE, AND FOR ANY CONSEQUENCES THEREOF. ANY CONTENT YOU SUBMIT,  POST, OR DISPLAY, INCLUDING WITHOUT LIMITATION ANY VIDEO CONTENT (THE “CONTENT”) MAY BE ABLE  TO BE VIEWED BY OTHER USERS OF THE SITE AND SERVICE AND THROUGH THIRD-PARTY SERVICES AND  WEBSITES. YOU SHOULD ONLY PROVIDE CONTENT THAT YOU ARE COMFORTABLE SHARING WITH OTHERS  UNDER THE TERMS OF THIS AGREEMENT. PLEASE NOTE: THIS IS A LEGAL AGREEMENT BETWEEN YOU AND  PRODUCER. PLEASE READ IT CAREFULLY. THIS AGREEMENT INCLUDES THE FOLLOWING TERMS, THE  PRIVACY POLICY, THE COPYRIGHT AND DMCA POLICY, AND THE UPLOADING AND POSTING GUIDELINES,  WHICH ARE EACH INCORPORATED HERE BY REFERENCE, AND ANY OTHER POLICIES, GUIDELINES AND  AMENDMENTS THAT WE MAY INCORPORATE INTO THIS AGREEMENT FROM TIME TO TIME. BY USING THE  SITE OR SERVICE IN ANY WAY, YOU IRREVOCABLY ACCEPT THE TERMS OF THIS AGREEMENT (INCLUDING  THE PRIVACY POLICY, COPYRIGHT AND DMCA POLICY, UPLOADING AND POSTING GUIDELINES AND ANY  OTHER POLICIES, GUIDELINES AND AMENDMENTS THAT WE MAY INCORPORATE INTO THIS AGREEMENT  FROM TIME TO TIME), WHICH FORMS A BINDING AGREEMENT BETWEEN YOU AND PRODUCER. IF YOU DO  NOT WISH TO BE BOUND BY THIS AGREEMENT, DO NOT USE THE SITE OR SERVICE. THE SITE AND SERVICE  ARE NOT DIRECTED TO – AND THE SITE AND SERVICE ARE NOT OPEN FOR USE BY – CHILDREN YOUNGER  THAN THIRTEEN (13) WITH THE PRIOR WRITTEN CONSENT OF A PARENT OR LEGAL GUARDIAN, AS  DESCRIBED HEREAFTER. IF YOU ARE UNDER AGE 13, DO NOT USE THE SITE OR SERVICE OR PROVIDE  PERSONAL INFORMATION THROUGH THE SITE OR SERVICE (UNLESS WE HAVE RECEIVED YOUR PARENT’S  OR LEGAL GUARDIAN’S PRIOR WRITTEN CONSENT). IF WE DISCOVER THAT ANY PERSONAL INFORMATION  HAS BEEN PROVIDED BY CHILDREN YOUNGER THAN THIRTEEN (13) WITHOUT SUCH WRITTEN CONSENT, IT  WILL BE REMOVED IMMEDIATELY.   8.2 OWNERSHIP   THE SITE AND SERVICE, AND EACH OF THEIR COMPONENTS, ARE THE COPYRIGHTED PROPERTY OF  PRODUCER AND ITS VARIOUS PROVIDERS AND DISTRIBUTORS, OR ARE THE USER-GENERATED-CONTENT OF  VISITORS TO THIS SITE OR SERVICE. PORTIONS OF THE CONTENT FOUND ON THIS SITE OR SERVICE MAY BE  OWNED BY SUCH PROVIDERS AND DISTRIBUTORS OR BY VISITORS TO THIS SITE OR SERVICE, AND IS THE  COPYRIGHTED WORK OF THE RESPECTIVE PARTY. NONE OF THE CONTENT OR DATA FOUND ON THIS SITE  OR SERVICE MAY BE REPRODUCED, REPUBLISHED, DISTRIBUTED, SOLD, TRANSFERRED, OR MODIFIED  WITHOUT THE EXPRESS WRITTEN PERMISSION OF PRODUCER AND ITS PROVIDERS, DISTRIBUTORS OR  VISITORS. IN ADDITION, THE TRADEMARKS, LOGOS AND SERVICE MARKS DISPLAYED ON THIS SITE AND  SERVICE (COLLECTIVELY, THE “TRADEMARKS”) ARE THE REGISTERED AND COMMON LAW TRADEMARKS OF  PRODUCER AND VARIOUS THIRD PARTIES. NOTHING CONTAINED ON THIS SITE OR SERVICE SHOULD BE  CONSTRUED AS GRANTING, BY IMPLICATION, ESTOPPELS, OR OTHERWISE, ANY LICENSE OR RIGHT TO USE  ANY OF THE TRADEMARKS WITHOUT THE WRITTEN PERMISSION OF PRODUCER OR SUCH OTHER PARTY  THAT MAY OWN THE TRADEMARK. THIS AGREEMENT IS ALSO PRODUCER’S PROPERTY AND IS SUBJECT TO  COPYRIGHT PROTECTION.  8.3 YOUR RIGHTS   LICENSE: ON THE CONDITION THAT YOU COMPLY WITH ALL YOUR OBLIGATIONS UNDER THIS AGREEMENT,  PRODUCER GRANTS YOU A LIMITED, NON-EXCLUSIVE, LICENSE TO ACCESS AND USE THE SITE AND SERVICE  FOR YOUR OWN PERSONAL, NON- COMMERCIAL PURPOSES. THIS INCLUDES THE RIGHT TO VIEW CONTENT  AVAILABLE ON THE SITE. THIS LICENSE IS PERSONAL TO YOU AND MAY NOT BE ASSIGNED OR SUBLICENSED  TO ANYONE ELSE. ANY OTHER USE OF THE SITE OR SERVICE CONTRARY TO OUR MISSION AND PURPOSE IS  STRICTLY PROHIBITED AND A VIOLATION OF THIS AGREEMENT. YOU ARE SOLELY RESPONSIBLE FOR THE  ACTIVITY THAT OCCURS ON YOUR ACCOUNT AND FOR THE CONTENT YOU UPLOAD AND, IF APPLICABLE,  YOU MUST KEEP YOUR ACCOUNT PASSWORD SECURE. WE RESERVE ALL RIGHTS NOT EXPRESSLY GRANTED  IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, TITLE, OWNERSHIP, INTELLECTUAL PROPERTY  RIGHTS, AND ALL OTHER RIGHTS AND INTEREST IN THE SITE AND SERVICE AND ALL RELATED ITEMS,  INCLUDING ANY AND ALL COPIES MADE OF THE SITE OR SERVICE. ALL RIGHTS NOT EXPRESSLY GRANTED BY  PRODUCER ARE RESERVED.   COMMERCIAL USE FORBIDDEN: YOU MAY NOT USE THE SITE OR SERVICE FOR COMMERCIAL PURPOSES.  OTHER RESTRICTIONS: EXCEPT AS EXPRESSLY PERMITTED BY PRODUCER IN WRITING, YOU WILL NOT  REPRODUCE, RETRANSMIT, DISSEMINATE, PUBLISH, BROADCAST, CIRCULATE, REDISTRIBUTE, SELL,  COMMERCIALLY EXPLOIT, CREATE DERIVATIVE WORKS FROM, DECOMPILE, REVERSE ENGINEER, OR  DISASSEMBLE THE SITE OR SERVICE OR ANY WORKS POSTED TO IT OTHER THAN YOUR OWN WORKS, NOR  USE ANY WORKS POSTED ON THE SERVICE, EXCEPT THAT YOU MAY DOWNLOAD, DISPLAY AND PRINT ONE  COPY OF THE MATERIALS PRESENTED ON THE SITE OR SERVICE ON A SINGLE COMPUTER FOR YOUR  PERSONAL, NONCOMMERCIAL USE ONLY. “DEEP-LINKING,” “EMBEDDING” OR USING ANALOGOUS  TECHNOLOGY IS STRICTLY PROHIBITED UNLESS SPECIFICALLY AUTHORIZED IN WRITING BY PRODUCER.  UNAUTHORIZED USE OF THIS SITE OR SERVICE AND THE MATERIALS CONTAINED ON THEREIN MAY VIOLATE  APPLICABLE COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY LAWS OR OTHER LAWS. YOU  MUST RETAIN ALL COPYRIGHT AND TRADEMARK NOTICES, AND ANY OTHER PROPRIETARY NOTICES,  CONTAINED IN THE MATERIALS. THE USE OF SUCH MATERIALS ON ANY OTHER WEBSITE OR IN ANY  ENVIRONMENT OF NETWORKED COMPUTERS OR FOR ANY UNLAWFUL PURPOSE IS PROHIBITED. YOU WILL  NOT TAKE ANY MEASURES TO INTERFERE WITH OR DAMAGE THE SITE OR SERVICE. YOU AGREE THAT YOU  WILL NOT USE ANY DEVICE, SOFTWARE OR OTHER INSTRUMENTALITY TO INTERFERE OR ATTEMPT TO  INTERFERE WITH THE PROPER WORKING OF THE SITE OR SERVICE, AND THAT YOU WILL NOT TAKE ANY  ACTION THAT IMPOSES AN UNREASONABLE OR DISPROPORTIONATELY LARGE LOAD ON OUR  INFRASTRUCTURE. IN ADDITION, YOU AGREE THAT YOU WILL NOT USE ANY ROBOT, SPIDER, OTHER  AUTOMATIC DEVICE, OR MANUAL PROCESS TO MONITOR OR COPY OUR WEB PAGES OR THE CONTENT  CONTAINED HEREIN, INCLUDING THE EMAIL ADDRESSES OF OUR MEMBERS, WITHOUT THE PRIOR EXPRESS  WRITTEN CONSENT FROM PRODUCER (SUCH CONSENT IS DEEMED GIVEN FOR STANDARD SEARCH ENGINE  TECHNOLOGY EMPLOYED BY INTERNET SEARCH WEBSITES TO DIRECT INTERNET USERS TO THIS SITE OR  SERVICE). YOU MAY NOT MODIFY, ADAPT, TRANSLATE, REVERSE ENGINEER, DECOMPILE OR DISASSEMBLE  ANY PORTION OF THE SITE OR SERVICE OR CREATE A DATABASE BY DOWNLOADING AND STORING  CONTENT FROM THIS SITE OR SERVICE.   8.4 AGE REQUIREMENTS   MINORS RESTRICTED: YOU MUST BE AT LEAST 13 YEARS OLD TO USE THE SITE AND SERVICE. IF YOU ARE AT  LEAST 13, BUT ARE STILL A MINOR (THIS DEPENDS ON WHERE YOU LIVE), YOU MUST HAVE YOUR PARENT OR  LEGAL GUARDIAN’S PERMISSION TO USE THE SITE AND SERVICE. PLEASE HAVE HIM OR HER READ THIS  AGREEMENT WITH YOU. NOTICE TO PARENTS AND GUARDIANS: BY GRANTING YOUR CHILD PERMISSION TO  USE THE SITE AND SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT ON BEHALF OF YOUR CHILD.  YOU ARE RESPONSIBLE FOR MONITORING AND SUPERVISING YOUR CHILD’S USE OF THE SITE AND SERVICE.  PARENTAL CONTROL PROTECTIONS (SUCH AS COMPUTER HARDWARE, SOFTWARE, OR FILTERING  SERVICES) ARE COMMERCIALLY AVAILABLE THAT MAY ASSIST YOU IN LIMITING ACCESS TO MATERIAL THAT  IS HARMFUL TO MINORS. IF YOUR CHILD IS USING THE SITE OR SERVICE AND IS EITHER UNDER 13 OR DOES  NOT HAVE YOUR PERMISSION, PLEASE CONTACT US IMMEDIATELY SO THAT WE CAN DISABLE HIS OR HER  ACCESS. IF YOU HAVE QUESTIONS ABOUT WHETHER THE SITE OR SERVICE IS APPROPRIATE FOR YOUR  CHILD, CONTACT US AT [email protected].      WARNING: EVEN IF YOU ARE OLD ENOUGH TO USE THE SITE AND SERVICE AND/OR HAVE YOUR PARENT’S  OR GUARDIAN’S PERMISSION, SOME OF THE CONTENT AVAILABLE WITHIN THE SITE OR SERVICE MAY NOT  BE APPROPRIATE FOR YOU. SOME CONTENT MAY CONTAIN “R-RATED” MATERIAL, NUDITY, PROFANITY, AND  MATURE SUBJECT MATTER. IF YOU ARE UNDER 18, DO NOT VIEW SUCH CONTENT.   8.5 THIRD PARTY WEBSITES   THE LINKS FROM THE SITE TO ANY OTHER WEBSITES ARE PROVIDED FOR YOUR INFORMATION AND  CONVENIENCE ONLY. PRODUCER DOES NOT ASSUME ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO  ANY WEBSITE LINKED FROM THE SITE (OR ANY WEBSITE LINKING TO THIS SITE OR SERVICE) INCLUDING ITS  CONTENT AND OPERATION. PRODUCER DOES NOT REVIEW OR MONITOR SUCH LINKS. A LINK FROM THE  SITE TO ANOTHER WEBSITE (OR A LINK FROM ANOTHER WEBSITE TO THIS SITE OR SERVICE) DOES NOT  CONSTITUTE A REFERRAL, ENDORSEMENT, APPROVAL, ADVERTISING, OFFER OR SOLICITATION WITH  RESPECT TO SUCH WEBSITE, ITS CONTENTS, OR ANY PRODUCTS OR SERVICES ADVERTISED OR  DISTRIBUTED THROUGH THAT WEBSITE. PRODUCER IS NOT RESPONSIBLE FOR THE CONTENT OR THE  PRIVACY PRACTICES EMPLOYED BY OTHER WEBSITES.   8.6 YOUR OBLIGATIONS   YOU MUST COMPLY WITH ALL APPLICABLE LAWS, THE AGREEMENT, AS MAY BE AMENDED FROM TIME TO  TIME WITH OR WITHOUT ADVANCE NOTICE, AND THE POLICIES AND PROCESSES EXPLAINED IN THIS  AGREEMENT AND THE PRIVACY POLICY, THE COPYRIGHT AND DMCA POLICY, AND THE UPLOADING AND  POSTING GUIDELINES. IN USING THE SITE OR SERVICE, YOU MUST BEHAVE IN A CIVIL AND RESPECTFUL  MANNER AT ALL TIMES. FURTHER, YOU AGREE YOU WILL NOT: (1) ACT IN A DECEPTIVE MANNER BY, AMONG  OTHER THINGS, IMPERSONATING ANY PERSON; (2) HARASS OR STALK ANY OTHER PERSON; (3) HARM OR  EXPLOIT MINORS; (4) DISTRIBUTE “SPAM”; (5) COLLECT INFORMATION ABOUT OTHERS; OR (6) ADVERTISE OR  SOLICIT OTHERS TO PURCHASE ANY PRODUCT OR SERVICE WITHIN THE SITE. PRODUCER HAS THE RIGHT,  BUT NOT THE OBLIGATION, TO MONITOR ALL CONDUCT ON AND CONTENT SUBMITTED TO THE SITE OR  SERVICE AND TO REMOVE ANY CONTENT FOR ANY REASON, INCLUDING BECAUSE THE CONTENT IS  DEEMED TO BE INAPPROPRIATE OR BECAUSE THIRD- PARTIES HAVE COMPLAINED REGARDING THE  CONTENT. YOU MUST NOT COPY OR TRANSMIT ANY CONTENT ON THE SITE OR SERVICE (OR ANY CODING  WITHIN THE SITE OR SERVICE) WITHOUT THE EXPRESS, WRITTEN PERMISSION OF PRODUCER. THE SITE AND  SERVICE REMAIN THE EXCLUSIVE PROPERTY OF THE PRODUCER. YOU AGREE TO NOTIFY PRODUCER  IMMEDIATELY AT [email protected] IF YOU BELIEVE THAT ANYTHING ON THE SITE OR  SERVICE VIOLATES ANY OF YOUR RIGHTS. PLEASE SEE THE COPYRIGHT AND DCMA POLICY FOR FURTHER  INFORMATION. IN ADDITION TO REVIEWING THIS AGREEMENT, YOU AGREE TO READ THE OFFICIAL RULES  THAT ACCOMPANY SPECIAL OFFER, COUPON, DISCOUNT OR PROMOTION THAT WE MAY OFFER OR  CONDUCT BEFORE YOU PARTICIPATE IN SUCH OFFER, COUPON, DISCOUNT, OR PROMOTION.   8.7 LICENSES GRANTED BY YOU   AS BETWEEN YOU AND PRODUCER, YOU OWN THE CONTENT THAT YOU SUBMIT TO THE SITE/SERVICE.  LICENSE TO PRODUCER: BY SUBMITTING CONTENT TO THE SITE OR SERVICE, YOU GRANT PRODUCER AND  ITS SUB LICENSEES AND AFFILIATES A LIMITED, WORLDWIDE, NON-EXCLUSIVE, ROYALTY-FREE LICENSE  AND RIGHT TO USE, COPY, TRANSMIT, PUBLISH, DISSEMINATE, DISTRIBUTE, PUBLICLY PERFORM AND  DISPLAY (THROUGH ALL MEDIA NOW KNOWN OR HEREAFTER CREATED), AND MAKE DERIVATIVE WORKS  FROM YOUR CONTENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PRODUCER SHALL HAVE  THE RIGHT TO: (I) DISPLAY THE CONTENT WITHIN THE SITE OR SERVICE; (II) DISPLAY THE CONTENT ON  THIRD-PARTY WEBSITES AND APPLICATIONS THROUGH A CONTENT EMBED OR PRODUCER’S API; (III) ALLOW  OTHER USERS TO PLAY, DOWNLOAD, AND EMBED ON THIRD-PARTY WEBSITES THE CONTENT; (III) USE THE  CONTENT TO PROMOTE PRODUCER, PRODUCER’S FUNDERS AND PARTNERS, THE SITE, OR SERVICE; AND  (IV) ARCHIVE OR PRESERVE THE CONTENT FOR DISPUTES, LEGAL PROCEEDINGS, OR INVESTIGATIONS.  PRODUCER AND ITS AFFILIATES AND SUB LICENSEES WILL HAVE THE RIGHT TO USE YOUR SUGGESTIONS  WITHOUT ANY COMPENSATION TO YOU.   8.8 LICENSE TO OTHER USERS   YOU FURTHER GRANT ALL USERS OF THE SITE OR SERVICE PERMISSION TO VIEW YOUR CONTENT FOR  THEIR PERSONAL, NON- COMMERCIAL PURPOSES. THIS INCLUDES THE RIGHT TO USE, COPY, DISPLAY, AND  MAKE DERIVATIVE WORKS FROM THE CONTENT SOLELY TO THE EXTENT NECESSARY TO VIEW THE  CONTENT. THE FOREGOING LICENSES ARE IN ADDITION TO ANY LICENSE YOU MAY DECIDE TO GRANT (E.G., A  CREATIVE COMMONS LICENSE).      8.9 DURATION OF LICENSES   THE ABOVE LICENSES WILL CONTINUE UNLESS AND UNTIL YOU REMOVE YOUR CONTENT FROM THE  SERVICE AND SITE OR TERMINATE THE AGREEMENT (SEE TERMINATION SECTION BELOW), IN WHICH CASE  THE LICENSES WILL TERMINATE WITHIN A COMMERCIALLY REASONABLE PERIOD OF TIME.  NOTWITHSTANDING THE FOREGOING, THE LICENSES FOR PROMOTION AND FOR LEGAL ARCHIVAL/  PRESERVATION PURPOSES ARE IRREVOCABLE AND WILL CONTINUE INDEFINITELY AND WILL NOT BE  AFFECTED BY TERMINATION OF THE AGREEMENT. IN ADDITION, PRODUCER MAY RETAIN THE PUBLIC  SERVER COPIES OF YOUR CONTENT THAT HAS BEEN REMOVED OR DELETED REGARDLESS OF WHETHER  THE AGREEMENT HAS BEEN TERMINATED. PLEASE ALSO NOTE THAT REMOVED CONTENT MAY BE CACHED  IN SEARCH ENGINE INDICES AFTER REMOVAL AND THAT PRODUCER HAS NO CONTROL OVER SUCH  CACHING. (C.) NO OBLIGATION TO USE CONTENT: PRODUCER IS UNDER NO OBLIGATION TO USE ANY  CONTENT. PRODUCER MAY REMOVE CONTENT FROM THE SITE OR SERVICE AT ANY TIME AND FOR ANY  REASON.  8.10 CONTENT RESTRICTIONS  ALL CONTENT YOU SUBMIT MUST ALSO COMPLY WITH OUR UPLOADING AND POSTING GUIDELINES. 8.11  YOUR REPRESENTATIONS AND WARRANTIES, YOU REPRESENT AND WARRANT THAT YOU: (1) ARE NOT  CURRENTLY RESTRICTED FROM USING THE SITE OR SERVICES, OR NOT OTHERWISE PROHIBITED FROM  HAVING AN ACCOUNT WITH US; (2) HAVE FULL POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT  AND DOING SO WILL NOT VIOLATE ANY OTHER AGREEMENT TO WHICH YOU ARE A PARTY; (3) WILL NOT  VIOLATE ANY OF OUR RIGHTS OR THE RIGHTS OF OTHER SITE/SERVICE USERS, INCLUDING INTELLECTUAL  PROPERTY RIGHTS SUCH AS COPYRIGHT OR TRADEMARK RIGHTS; (4) AGREE TO PROVIDE AT YOUR COST ALL  EQUIPMENT, SOFTWARE, AND INTERNET ACCESS NECESSARY TO USE THE SITE OR SERVICE; (5) YOU HAVE  THE RIGHT TO SUBMIT THE CONTENT TO US AND GRANT THE LICENSES SET FORTH IN THIS AGREEMENT; (6)  WE DO NOT AND WILL NOT NEED TO OBTAIN LICENSES FROM ANY THIRD PARTY OR PAY ROYALTIES TO ANY  THIRD PARTY IN CONNECTION WITH YOUR CONTENT FOR ANY REASON; (7) THE CONTENT DOES NOT  INFRINGE ANY THIRD PARTY’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS AND PRIVACY RIGHTS;  AND (8) THE CONTENT COMPLIES WITH ALL TERMS OF THIS AGREEMENT AND ALL APPLICABLE LAWS. IN  ADDITION, YOU AFFIRM THAT YOU ARE EITHER MORE THAN 18 YEARS OF AGE, OR AN EMANCIPATED MINOR,  OR POSSESS LEGAL PARENTAL OR GUARDIAN CONSENT, AND ARE FULLY ABLE AND COMPETENT TO ENTER  INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET  FORTH IN THIS AGREEMENT, AND TO ABIDE BY AND COMPLY WITH THIS AGREEMENT. IN ANY CASE, YOU  AFFIRM THAT YOU ARE OVER THE AGE OF 13, AS THE SERVICE/SITE IS NOT INTENDED FOR CHILDREN  UNDER   8.11 PLEASE NOTE: IF YOU ARE UNDER 13 YEARS OF AGE, DO NOT USE THE SITE OR SERVICE. THIS SECTION  WILL SURVIVE THE TERMINATION OF THIS AGREEMENT AND WILL EXIST IN PERPETUITY, REGARDLESS OF  WHETHER YOU LATER CEASE USING THE SITE OR SERVICE OR REMOVE CONTENT FROM THE SITE/SERVICE.   8.12 INDEMNIFICATION   YOU WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS PRODUCER AND ITS AFFILIATES, DIRECTORS,  OFFICERS, EMPLOYEES, FUNDERS, CONTRACTORS, SUB LICENSEES, SHAREHOLDERS, AND AGENTS, FOR  ALL DAMAGES, LOSSES AND COSTS (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES AND  COSTS) RELATED TO ALL THIRD-PARTY CLAIMS, CHARGES, AND INVESTIGATIONS THAT: (1) ARISE FROM YOUR  ACTIVITIES ON THE SITE OR SERVICE; (2) ASSERT A VIOLATION BY YOU OF ANY TERM OF THIS AGREEMENT,  INCLUDING ANY REPRESENTATIONS AND WARRANTIES HEREIN; (3) ARISE FROM YOUR FAILURE TO COMPLY  WITH THIS AGREEMENT OR ANY REPRESENTATIONS OR WARRANTIES HEREIN; OR (4) ASSERT THAT ANY  CONTENT YOU SUBMITTED VIOLATES ANY LAW OR INFRINGES ANY THIRD-PARTY RIGHT, INCLUDING ANY  INTELLECTUAL PROPERTY OR PRIVACY RIGHT. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL  SURVIVE THE TERMINATION OF THIS AGREEMENT AND WILL EXIST IN PERPETUITY, REGARDLESS OF  WHETHER YOU LATER CEASE USING THE SITE OR SERVICE OR REMOVE CONTENT FROM THE SITE/SERVICE.   8.13 PRIVACY   YOU IRREVOCABLY AGREE TO OUR PRIVACY POLICY AND HAVE READ IT BEFORE DECIDING TO USE THE SITE  OR SERVICE. PLEASE NOTE: THAT IDEAS YOU POST AND INFORMATION YOU SHARE MAY BE SEEN AND USED  BY OTHER SITE/SERVICE USERS, AND WE CANNOT GUARANTEE THAT OTHER SITE/ SERVICE USERS WILL  NOT USE THE IDEAS AND INFORMATION THAT YOU SHARE ON THE SITE OR SERVICE. THEREFORE, IF YOU  HAVE AN IDEA OR INFORMATION THAT YOU WOULD LIKE TO KEEP CONFIDENTIAL AND/OR DON’T WANT  OTHERS TO USE, OR THAT IS SUBJECT TO THIRD-PARTY RIGHTS THAT MAY BE INFRINGED BY YOUR SHARING  IT, DO NOT POST IT ON THE SITE OR SERVICE. WE ARE NOT RESPONSIBLE FOR A USER’S MISUSE OR  MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST ON THE SITE OR SERVICE.   8.14 MEMBERSHIP   REGISTRATION: TO FULLY USE THE SITE OR SERVICE, YOU MAY BE REQUIRED TO REGISTER AS A MEMBER BY  PROVIDING A USER NAME, PASSWORD, AND VALID EMAIL ADDRESS. YOU MUST PROVIDE COMPLETE AND  ACCURATE REGISTRATION INFORMATION TO PRODUCER AND NOTIFY US IF YOUR INFORMATION CHANGES.  IF YOU ARE A BUSINESS, GOVERNMENT, OR NON-PROFIT ENTITY, THE PERSON WHOSE EMAIL ADDRESS IS  ASSOCIATED WITH THE ACCOUNT MUST HAVE THE AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT.   USER NAME: WE ENCOURAGE YOU TO USE YOUR REAL NAME. IF YOU ARE A BUSINESS, GOVERNMENT, OR  NON-PROFIT ENTITY, YOU MUST USE THE ACTUAL NAME OF YOUR ORGANIZATION. WHEN CREATING YOUR  ACCOUNT, YOU MUST PROVIDE ACCURATE AND COMPLETE INFORMATION. YOU MAY NOT USE SOMEONE  ELSE’S NAME, A NAME THAT VIOLATES ANY THIRD PARTY RIGHT, OR A NAME THAT IS OBSCENE OR  OTHERWISE OBJECTIONABLE.   ACCOUNT SECURITY: YOU ARE RESPONSIBLE FOR ALL ACTIVITY THAT OCCURS UNDER YOUR ACCOUNT,  INCLUDING ANY ACTIVITY BY UNAUTHORIZED USERS. YOU MUST NOT ALLOW OTHERS TO USE YOUR  ACCOUNT. YOU MUST SAFEGUARD THE CONFIDENTIALITY OF YOUR PASSWORD. IF YOU ARE USING A  COMPUTER THAT OTHERS HAVE ACCESS TO, YOU MUST LOG OUT OF YOUR ACCOUNT AFTER USING THE  PRODUCER SERVICE. IF YOU BECOME AWARE OF AN UNAUTHORIZED ACCESS TO YOUR ACCOUNT, YOU  MUST CHANGE YOUR PASSWORD AND NOTIFY US IMMEDIATELY AT [email protected].   8.15 TERM & TERMINATION: ACCOUNT DELETION   TERM: THIS AGREEMENT BEGINS ON THE DATE YOU FIRST USE THE SITE OR SERVICE AND CONTINUES AS  LONG AS YOU USE THE SITE OR SERVICE OR HAVE AN ACCOUNT WITH US, EXCEPT AS OTHERWISE  TERMINATED AS PROVIDED IN THIS AGREEMENT. MUTUAL RIGHTS OF TERMINATION: YOU MAY TERMINATE  THIS AGREEMENT, FOR ANY OR NO REASON, AT ANY TIME, WITH NOTICE TO PRODUCER PURSUANT TO  SECTION 18 OF THIS AGREEMENT. THIS NOTICE WILL BE EFFECTIVE UPON PRODUCER PROCESSING YOUR  NOTICE. PRODUCER MAY TERMINATE THE AGREEMENT AND YOUR ACCOUNT FOR ANY REASON OR NO  REASON, AT ANY TIME, WITH OR WITHOUT NOTICE. SUCH TERMINATION WILL BE EFFECTIVE IMMEDIATELY  OR AS MAY BE SPECIFIED IN THE NOTICE. TERMINATION OF YOUR ACCOUNT MAY ALSO INCLUDE DISABLING  YOUR ACCESS TO THE SITE OR SERVICE.   TERMINATION FOR BREACH: PRODUCER MAY SUSPEND, DISABLE, TERMINATE OR DELETE YOUR ACCOUNT  (OR ANY PART THEREOF) OR BLOCK OR REMOVE ANY CONTENT YOU SUBMITTED FOR ANY REASON,  INCLUDING IF PRODUCER DETERMINES THAT YOU HAVE VIOLATED ANY PROVISION OF THIS AGREEMENT OR  THAT YOUR CONDUCT OR CONTENT WOULD TEND TO DAMAGE PRODUCER’S REPUTATION AND GOODWILL  OR FOR ANY OTHER BEHAVIOR THAT WE, IN OUR SOLE DISCRETION, DEEM CONTRARY TO THE PURPOSE OF  THE SITE OR SERVICES. IF PRODUCER DELETES YOUR ACCOUNT AND/ OR TERMINATES THIS AGREEMENT,  YOU MAY NOT USE OR RE-REGISTER FOR THE SITE OR SERVICE. PRODUCER MAY BLOCK YOUR EMAIL  ADDRESS AND INTERNET PROTOCOL ADDRESS TO PREVENT FURTHER USE OR REGISTRATION.   EFFECT OF TERMINATION/ACCOUNT DELETION: UPON TERMINATION, ALL LICENSES GRANTED BY  PRODUCER WILL TERMINATE. ALL SECTIONS OF THIS AGREEMENT THAT INDICATE THAT THEY ARE  PERPETUAL, INDICATE THEY SURVIVE TERMINATION, OR THAT INDICATE THAT THEY ARE IRREVOCABLE, ALL  REPRESENTATIONS AND WARRANTIES, AND ALL INDEMNIFICATION PROVISIONS HEREIN WILL SURVIVE  TERMINATION. IN THE EVENT OF ACCOUNT DELETION OR TERMINATION, CONTENT THAT YOU SUBMITTED  MAY NO LONGER BE AVAILABLE. PRODUCER IS NOT RESPONSIBLE FOR THE LOSS OF SUCH CONTENT.   8.16 DISCLAIMERS & EXCLUSION OF WARRANTY   PRODUCER RESERVES THE RIGHT TO MODIFY THE SITE AND SERVICE. YOU ARE RESPONSIBLE FOR  PROVIDING YOUR OWN ACCESS (E.G., COMPUTER, MOBILE DEVICE, INTERNET CONNECTION, ETC.) TO THE  PRODUCER SERVICE. PRODUCER HAS NO OBLIGATION TO SCREEN OR MONITOR ANY CONTENT AND DOES  NOT GUARANTEE THAT ANY CONTENT AVAILABLE ON THE SITE OR SERVICE COMPLIES WITH THIS  AGREEMENT OR IS SUITABLE FOR ALL USERS. PRODUCER PROVIDES THE SITE AND SERVICE ON AN “AS IS”  AND “AS AVAILABLE” BASIS. YOU THEREFORE USE THE SITE AND SERVICE AT YOUR OWN RISK. PRODUCER  AND ITS THIRD-PARTY PROVIDERS DO NOT WARRANT THAT THE SITE OR SERVICE WILL BE FREE OF  DEFECTS, VIRUSES, OR OTHER HARMFUL ITEMS. PRODUCER WILL NOT BE LIABLE FOR ANY DAMAGES OR  LOSS THAT MAY RESULT FROM HACKING OR OTHER INFILTRATION OF THE SITE OR SERVICE OR THE  PRODUCER COMPUTER SYSTEM, THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF  THE CONTENT OR DATA FOUND ON THE SITE OR SERVICE. PRODUCER EXPRESSLY DISCLAIMS ANY AND ALL  WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED  WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND  ANY OTHER WARRANTY THAT MIGHT ARISE UNDER ANY LAW. WITHOUT LIMITING THE FOREGOING,  PRODUCER MAKES NO REPRESENTATIONS OR WARRANTIES: (1) THAT THE SITE OR SERVICE WILL BE  PERMITTED IN YOUR JURISDICTION; (2) THAT THE SITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; (3) CONCERNING ANY CONTENT SUBMITTED BY ANY MEMBER; (4) CONCERNING ANY THIRDPARTY’S  USE OF CONTENT THAT YOU SUBMIT; (5) THAT ANY CONTENT YOU SUBMIT WILL BE MADE AVAILABLE ON  THE SITE OR SERVICE OR WILL BE STORED BY PRODUCER; (6) THAT THE SITE OR SERVICE WILL MEET YOUR  BUSINESS OR PROFESSIONAL NEEDS; (7) THAT SITE OR SERVICE WILL CONTINUE OR THAT ANY SITE/ SERVICE FEATURE WILL CONTINUE ; OR (8) CONCERNING SITES AND RESOURCES OUTSIDE OF THE SITE OR  SERVICE, EVEN IF LINKED TO FROM THE SITE OR SERVICE. TO THE EXTENT ANY DISCLAIMER OR LIMITATION  OF LIABILITY DOES NOT APPLY, ALL APPLICABLE EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WILL BE  LIMITED IN DURATION TO A PERIOD OF THIRTY (30) DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE  SITE OR SERVICE, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD. SOME COUNTRIES AND  JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS  AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. DO NOT RELY ON THE SITE OR  SERVICE OR ANY INFORMATION THEREIN, OR IT’S CONTINUATION. WE PROVIDE THE PLATFORM FOR THE  SITE AND SERVICE AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE  PRODUCER DOES NOT CONTROL OR VET USER-GENERATED CONTENT FOR ACCURACY. WE DO NOT  PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE  UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS,  INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR  PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY  THE SITE OR SERVICE OR ANYTHING RELATED TO THE SITE OR SERVICE. YOU MAY CLOSE YOUR ACCOUNT  AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 13 (“TERMINATION”) AND SUCH  TERMINATION WILL BE YOUR SOLE AND EXCLUSIVE REMEDY. PRODUCER IS NOT RESPONSIBLE, AND MAKES  NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES SENT THROUGH THE  PRODUCER SERVICE TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE  OF THE SITE/SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR  TECHNOLOGY DESCRIBED OR USED ON THE SITE/SERVICE MAY BE SUBJECT TO INTELLECTUAL PROPERTY  RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO  US. PRODUCER DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING  TO ITS SITE OR SERVICE, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SITE OR  SERVICE BY OTHER USERS OF THE COMMUNITY; THEREFORE, PRODUCER DISCLAIMS ALL LIABILITY FOR  IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION. PRODUCER DOES NOT  GUARANTEE THAT THE SITE OR SERVICE IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR  ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SITE OR SERVICE MAY BE INTERRUPTED  DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. PRODUCER DISCLAIMS ALL  LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING.  FURTHERMORE, PRODUCER DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF  ACCESS, OR POOR USE CONDITIONS OF THE SITE OR SERVICE DUE TO INAPPROPRIATE EQUIPMENT,  DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET  NETWORK, AND FOR ANY OTHER REASON.   8.17 LIMITATION OF LIABILITY   SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH  CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. YOU ASSUME  FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF THE  SITE OR SERVICE, ANY CONTENT THEREON, OR ANY OTHER MATERIAL (INCLUDING WITHOUT LIMITATION  SOFTWARE) ACCESSED THROUGH OR OBTAINED BY MEANS OF THE SITE OR SERVICE. NEITHER PRODUCER  NOR ANY OF OUR SUBSIDIARIES, FUNDERS, AFFILIATED COMPANIES, EMPLOYEES, OFFICERS,  CONTRACTORS, SHAREHOLDERS, OR DIRECTORS (THE “AFFILIATES”) WILL BE CUMULATIVELY (OR  OTHERWISE) LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES  OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF  THE SITE OR SERVICE, ANY PLATFORM APPLICATIONS OR ANY OF THE CONTENT OR OTHER MATERIALS ON,  ACCESSED THROUGH OR DOWNLOADED FROM THE SITE OR SERVICE. THE TOTAL LIABILITY OF PRODUCER  AND ITS AFFILIATES IS LIMITED TO THE AMOUNT, IF ANY, ACTUALLY PAID BY YOU FOR ACCESS AND USE OF  THE SITE OR SERVICE. THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN THE  PARTIES AND WITHOUT IT THE TERMS WOULD BE DIFFERENT. THIS LIMITATION OF LIABILITY WILL: APPLY  REGARDLESS OF WHETHER (1) YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE OR ANY OTHER  LEGAL THEORY, (2) WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR  (3) THE LIMITED REMEDIES PROVIDED IN THIS SECTION FAIL OF THEIR ESSENTIAL PURPOSE; AND NOT APPLY  TO ANY DAMAGE THAT THE SITE OR SERVICE MAY CAUSE YOU INTENTIONALLY OR KNOWINGLY IN  VIOLATION OF THIS AGREEMENT OR APPLICABLE LAW, OR AS OTHERWISE MANDATED BY APPLICABLE LAW  THAT CANNOT BE DISCLAIMED FROM IN THIS AGREEMENT.   8.18 COMPLIANCE NOTICE PURSUANT TO 18 U.S.C. § 2257   ALL PICTURES, GRAPHICS, VIDEOS, AND OTHER VISUAL MEDIA DISPLAYED BY PRODUCER ON THE SITE OR  SERVICE ARE EXEMPT FROM 18 U.S.C. § 2257 AND 28 C.F.R. 75 BECAUSE THEY DO NOT CONSIST OF  DEPICTIONS OF CONDUCT AS SPECIFICALLY LISTED IN 18 U.S.C. § 2256 (2) (A) – (D), BUT ARE MERELY, AT  MOST, DEPICTIONS OF NON- SEXUALLY EXPLICIT NUDITY, OR ARE DEPICTIONS OF SIMULATED SEXUAL  CONDUCT, OR ARE OTHERWISE EXEMPT BECAUSE THE VISUAL DEPICTIONS WERE CREATED PRIOR TO  NOVEMBER 1, 1990. PRODUCER IS NOT THE PRIMARY PRODUCER OF ANY CONTENT CONTAINED IN THE SITE  OR SERVICE.   8.19 EXPORT CONTROL   YOUR USE OF THE SITE AND SERVICE, INCLUDING OUR SOFTWARE, IS SUBJECT TO EXPORT AND RE-EXPORT  CONTROL LAWS AND REGULATIONS, INCLUDING THE EXPORT ADMINISTRATION REGULATIONS  MAINTAINED BY THE UNITED STATES DEPARTMENT OF COMMERCE AND SANCTIONS PROGRAMS  MAINTAINED BY THE TREASURY DEPARTMENT’S OFFICE OF FOREIGN ASSETS CONTROL. YOU SHALL NOT —  DIRECTLY OR INDIRECTLY — SELL, EXPORT, RE-EXPORT, TRANSFER, DIVERT, OR OTHERWISE DISPOSE OF  ANY SOFTWARE OR SERVICE TO ANY END-USER WITHOUT OBTAINING THE REQUIRED AUTHORIZATIONS  FROM THE APPROPRIATE GOVERNMENT AUTHORITIES. YOU ALSO WARRANT THAT YOU ARE NOT  PROHIBITED FROM RECEIVING US ORIGIN PRODUCTS, INCLUDING SERVICES OR SOFTWARE.   8.20 GENERAL PROVISIONS  RELATIONSHIP: YOUR USE OF THE SITE OR SERVICE IS INDEPENDENT OF PRODUCER AND NOT AS AN  EMPLOYEE, AGENT, PARTNER, OR JOINT VENTURER WITH PRODUCER FOR ANY PURPOSE.   NON-CONFIDENTIAL: EXCEPT AS EXPRESSLY STATED AND AGREED UPON IN ADVANCE BY PRODUCER, NO  CONFIDENTIAL RELATIONSHIP WILL BE ESTABLISHED IF ANY USER OF THE SITE OR SERVICE MAKE ANY  ORAL, WRITTEN OR ELECTRONIC COMMUNICATION TO PRODUCER (SUCH AS FEEDBACK, QUESTIONS,  COMMENTS, SUGGESTIONS, IDEAS, ETC.). IF PRODUCER REQUIRES OR REQUESTS THAT SUCH INFORMATION  BE PROVIDED, AND THAT SUCH INFORMATION CONTAINS PERSONAL IDENTIFYING INFORMATION (E.G.,  NAME, ADDRESS, PHONE NUMBER), PRODUCER WILL OBTAIN, USE AND MAINTAIN IT IN A MANNER  CONSISTENT WITH OUR PRIVACY POLICY. OTHERWISE, SUCH COMMUNICATION AND ANY INFORMATION  SUBMITTED THEREWITH WILL BE CONSIDERED NON-CONFIDENTIAL, AND PRODUCER WILL BE FREE TO  REPRODUCE, PUBLISH OR OTHERWISE USE SUCH INFORMATION FOR ANY PURPOSES WHATSOEVER  INCLUDING, WITHOUT LIMITATION, THE RESEARCH, DEVELOPMENT, MANUFACTURE, USE OR SALE OF  PRODUCTS INCORPORATING SUCH INFORMATION. THE SENDER OF ANY INFORMATION TO PRODUCER IS  FULLY RESPONSIBLE FOR ITS CONTENT, INCLUDING ITS TRUTHFULNESS AND ACCURACY AND ITS NON INFRINGEMENT OF ANY OTHER PERSON’S PROPRIETARY OR PRIVACY RIGHTS.   GOVERNING LAW: THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA,  UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE UNIFORM  COMMERCIAL CODE, THE UNIFORM COMPUTER INFORMATION TRANSACTION ACT, AND THE UNITED  NATIONS CONVENTION OF CONTROLS FOR INTERNATIONAL SALE OF GOODS WILL NOT APPLY.   DISPUTES: ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SITE OR  SERVICE MUST BE COMMENCED IN THE STATE OR FEDERAL COURTS LOCATED IN SAN FRANCISCO,  CALIFORNIA, UNITED STATES OF AMERICA (AND YOU CONSENT TO THE JURISDICTION OF THOSE COURTS).  IN ANY SUCH ACTION, PRODUCER AND YOU IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.   INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES: HEADINGS ARE FOR CONVENIENCE ONLY AND MAY  NOT BE USED TO CONSTRUE THE TERMS OF THIS AGREEMENT. IF ANY TERM OF THIS AGREEMENT IS FOUND  INVALID OR UNENFORCEABLE BY ANY COURT OF COMPETENT JURISDICTION, THAT TERM WILL BE SEVERED  FROM THIS AGREEMENT. NO FAILURE OR DELAYS BY PRODUCER IN EXERCISING ANY RIGHT HEREUNDER  WILL WAIVE ANY FURTHER EXERCISE OF THAT RIGHT. PRODUCER’S RIGHTS AND REMEDIES HEREUNDER  ARE CUMULATIVE AND NOT EXCLUSIVE.   SUCCESSORS; ASSIGNMENT: THIS AGREEMENT IS BINDING UPON AND SHALL INURE TO THE BENEFIT OF  BOTH PARTIES AND THEIR RESPECTIVE SUCCESSORS, HEIRS, EXECUTORS, ADMINISTRATORS, PERSONAL  REPRESENTATIVES, AND PERMITTED ASSIGNS (INCLUDING ALL PARTS OF THE AGREEMENT THAT SURVIVE  TERMINATION). WE MAY FREELY ASSIGN OR DELEGATE ALL RIGHTS AND OBLIGATIONS UNDER THE  AGREEMENT, FULLY OR PARTIALLY WITHOUT NOTICE TO YOU. YOU MAY NOT ASSIGN THIS AGREEMENT  WITHOUT PRODUCER’S PRIOR WRITTEN CONSENT.   NOTICES: YOU CONSENT TO RECEIVE ALL COMMUNICATIONS INCLUDING NOTICES, AGREEMENTS,  DISCLOSURES, OR OTHER INFORMATION FROM PRODUCER ELECTRONICALLY. PRODUCER MAY PROVIDE ALL  SUCH COMMUNICATIONS BY EMAIL OR BY POSTING THEM ON THE SITE OR SERVICE. FOR SUPPORT RELATED INQUIRIES, YOU MAY SEND AN EMAIL TO [email protected]. NOTHING HEREIN  SHALL LIMIT PRODUCER’S RIGHT TO OBJECT TO SUBPOENAS, CLAIMS, OR OTHER DEMANDS.   SEVERABILITY: IF ANY PROVISION OF THIS AGREEMENT IS FOUND BY A COURT OF COMPETENT  JURISDICTION OR ARBITRATOR TO BE ILLEGAL, VOID, OR UNENFORCEABLE, THE UNENFORCEABLE  PROVISION WILL BE MODIFIED SO AS TO RENDER IT ENFORCEABLE AND EFFECTIVE TO THE MAXIMUM  EXTENT POSSIBLE IN ORDER TO EFFECT THE INTENTION OF THE PROVISION.; AND IF A COURT OR  ARBITRATOR FINDS THE MODIFIED PROVISION INVALID, ILLEGAL, VOID OR UNENFORCEABLE, THE VALIDITY,  LEGALITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS OF THIS AGREEMENT WILL NOT BE  AFFECTED IN ANY WAY.  

9. ENTIRE AGREEMENT  

THIS AGREEMENT INCORPORATES THE FOLLOWING DOCUMENTS BY REFERENCE:   – PRIVACY POLICY   – COPYRIGHT AND DMCA POLICY   – UPLOADING AND POSTING GUIDELINES   THIS AGREEMENT CONSTITUTES THE ENTIRE UNDERSTANDING BETWEEN PRODUCER AND YOU  CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS AND  UNDERSTANDINGS REGARDING THE SAME. AMENDMENTS TO THIS AGREEMENT. WE RESERVE THE RIGHT  TO MODIFY, SUPPLEMENT OR REPLACE THE TERMS OF THE AGREEMENT, EFFECTIVE UPON POSTING AT THE  SITE OR SERVICE OR NOTIFYING YOU OTHERWISE. FOR EXAMPLE, THE SITE OR SERVICE MAY PRESENT A  BANNER ON THE SITE WHEN WE HAVE AMENDED THIS AGREEMENT OR THE PRIVACY POLICY SO THAT YOU  MAY ACCESS AND REVIEW THE CHANGES PRIOR TO YOUR CONTINUED USE OF THE SITE. IF YOU DO NOT  WANT TO AGREE TO CHANGES TO THE AGREEMENT, YOU CAN TERMINATE THIS AGREEMENT AT ANY TIME  PER SECTION 13 (TERMINATION).   SHADOWBOX LEGAL: FORMS & FILING   PLEASE NOTE: THOSE PARTICIPANTS (AKA SHADOWBOXERS) WHO ARE SELECTED TO BE “PAID  PARTICIPANTS” THROUGH OUR SHADOWBOX “TOKEN” MODEL, WILL BE REQUIRED TO COMPLETE IRS FORM  W-9. AFTER THE END OF THE CALENDAR YEAR PARTICIPANTS WILL RECEIVE IRS FORM 1099-MISC SHOWING  THE SHARE OF PROFITS RECEIVED.  

1. FORM W-9  

IF YOU’VE MADE THE DETERMINATION THAT THE PERSON YOU’RE PAYING IS AN INDEPENDENT  CONTRACTOR, THE FIRST STEP IS TO HAVE THE CONTRACTOR COMPLETE FORM W-9 (PDF), REQUEST FOR  TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION. THIS FORM CAN BE USED TO REQUEST THE  CORRECT NAME AND TAXPAYER IDENTIFICATION NUMBER, OR TIN, OF THE WORKER. A TIN MAY BE EITHER A  SOCIAL SECURITY NUMBER (SSN), OR AN EMPLOYER IDENTIFICATION NUMBER (EIN). THE W-9 (PDF) SHOULD  BE KEPT IN YOUR FILES FOR FOUR YEARS FOR FUTURE REFERENCE IN CASE OF ANY QUESTIONS FROM THE  WORKER OR THE IRS.  

2. FORM 1099-MISC  

FORM 1099-MISC (PDF) IS MOST COMMONLY USED BY PAYERS TO REPORT PAYMENTS MADE IN THE COURSE  OF A TRADE OR BUSINESS TO OTHERS FOR SERVICES. IF YOU PAID SOMEONE WHO IS NOT YOUR EMPLOYEE,  SUCH AS A SUBCONTRACTOR, ATTORNEY OR ACCOUNTANT $600 OR MORE FOR SERVICES PROVIDED  DURING THE YEAR, A FORM 1099-MISC (PDF) NEEDS TO BE COMPLETED, AND A COPY OF 1099-MISC (PDF)  MUST BE PROVIDED TO THE INDEPENDENT CONTRACTOR BY JANUARY 31 OF THE YEAR FOLLOWING  PAYMENT. YOU MUST ALSO SEND A COPY OF THIS FORM TO THE IRS BY FEBRUARY 28 (ALTHOUGH THE  FORM DOES NOT HAVE TO BE SENT TO THE IRS UNTIL MARCH 31 IF THE BUSINESS FILES THE 1099S  ELECTRONICALLY, USING THE FIRE SYSTEM). ALSO NOTE THAT INDEPENDENT CONTRACTORS MAY HAVE  THEIR OWN EMPLOYEES OR MAY HIRE OTHER INDEPENDENT CONTRACTORS (SUBCONTRACTORS). IN  EITHER CASE, THEY SHOULD BE AWARE OF THEIR TAX RESPONSIBILITIES, INCLUDING FILING AND  REPORTING REQUIREMENTS, FOR THESE WORKERS. THERE ARE CERTAIN SITUATIONS WHERE A 1099 IS NOT  REQUIRED. THESE EXCEPTIONS ARE LISTED IN THE 1099 INSTRUCTIONS (PDF).  

3. FILING ELECTRONICALLY  

THE FILING INFORMATION RETURNS ELECTRONICALLY (FIRE) SYSTEM IS SET UP FOR FINANCIAL  INSTITUTIONS AND OTHERS TO FILE INFORMATION RETURN FORMS 1042-S, 1098, 1099, 5498, 8027 OR W-2G.  INFORMATION RETURNS CAN BE FILED ELECTRONICALLY, HOWEVER, YOU MUST HAVE SOFTWARE THAT  CAN PRODUCE THE FILE IN THE PROPER FORMAT AS REQUIRED BY PUBLICATION 1220. FIRE DOES NOT  PROVIDE AN ELECTRONIC FILL-IN FORM OPTION – LOCATED AT WWW.IRS.GOV.   SHADOWBOX (SDBX) LEGAL: SEC NOTICE  

1. SEC.GOV/ICO NOTICE-INVESTOR BULLETIN: INITIAL COIN OFFERINGS – TOKEN SALE  DEVELOPERS, BUSINESSES, AND INDIVIDUALS INCREASINGLY ARE USING INITIAL COIN OFFERINGS, ALSO  CALLED ICOS OR TOKEN SALES, TO RAISE CAPITAL. THESE ACTIVITIES MAY PROVIDE FAIR AND LAWFUL  INVESTMENT OPPORTUNITIES. HOWEVER, NEW TECHNOLOGIES AND FINANCIAL PRODUCTS, SUCH AS  THOSE ASSOCIATED WITH ICOS, CAN BE USED IMPROPERLY TO ENTICE INVESTORS WITH THE PROMISE OF  HIGH RETURNS IN A NEW INVESTMENT SPACE. THE SEC’S OFFICE OF INVESTOR EDUCATION AND  ADVOCACY IS ISSUING THIS INVESTOR BULLETIN TO MAKE INVESTORS AWARE OF POTENTIAL RISKS OF  PARTICIPATING IN ICOS. BACKGROUND – INITIAL COIN OFFERINGS VIRTUAL COINS OR TOKENS ARE  CREATED AND DISSEMINATED USING DISTRIBUTED LEDGER OR BLOCKCHAIN TECHNOLOGY. RECENTLY  PROMOTERS HAVE BEEN SELLING VIRTUAL COINS OR TOKENS IN ICOS. PURCHASERS MAY USE FIAT  CURRENCY (E.G., U.S. DOLLARS) OR VIRTUAL CURRENCIES TO BUY THESE VIRTUAL COINS OR TOKENS.  PROMOTERS MAY TELL PURCHASERS THAT THE CAPITAL RAISED FROM THE SALES WILL BE USED TO FUND  DEVELOPMENT OF A DIGITAL PLATFORM, SOFTWARE, OR OTHER PROJECTS AND THAT THE VIRTUAL  TOKENS OR COINS MAY BE USED TO ACCESS THE PLATFORM, USE THE SOFTWARE, OR OTHERWISE  PARTICIPATE IN THE PROJECT. SOME PROMOTERS AND INITIAL SELLERS MAY LEAD BUYERS OF THE VIRTUAL  COINS OR TOKENS TO EXPECT A RETURN ON THEIR INVESTMENT OR TO PARTICIPATE IN A SHARE OF THE  RETURNS PROVIDED BY THE PROJECT. AFTER THEY ARE ISSUED, THE VIRTUAL COINS OR TOKENS MAY BE  RESOLD TO OTHERS IN A SECONDARY MARKET ON VIRTUAL CURRENCY EXCHANGES OR OTHER 

PLATFORMS. DEPENDING ON THE FACTS AND CIRCUMSTANCES OF EACH INDIVIDUAL ICO, THE VIRTUAL  COINS OR TOKENS THAT ARE OFFERED OR SOLD MAY BE SECURITIES. IF THEY ARE SECURITIES, THE OFFER  AND SALE OF THESE VIRTUAL COINS OR TOKENS IN AN ICO ARE SUBJECT TO THE FEDERAL SECURITIES  LAWS. TO FACILITATE UNDERSTANDING OF THIS NEW AND COMPLEX AREA, HERE ARE SOME BASIC  CONCEPTS THAT YOU SHOULD UNDERSTAND BEFORE INVESTING IN VIRTUAL COINS OR TOKENS:  

2. WHAT IS A BLOCKCHAIN?  

A BLOCKCHAIN IS AN ELECTRONIC DISTRIBUTED LEDGER OR LIST OF ENTRIES – MUCH LIKE A STOCK  LEDGER – THAT IS MAINTAINED BY VARIOUS PARTICIPANTS IN A NETWORK OF COMPUTERS. BLOCKCHAINS  USE CRYPTOGRAPHY TO PROCESS AND VERIFY TRANSACTIONS ON THE LEDGER, PROVIDING COMFORT TO  USERS AND POTENTIAL USERS OF THE BLOCKCHAIN THAT ENTRIES ARE SECURE. SOME EXAMPLES OF  BLOCKCHAIN ARE THE BITCOIN AND ETHEREUM BLOCKCHAINS, WHICH ARE USED TO CREATE AND TRACK  TRANSACTIONS IN BITCOIN AND ETHER, RESPECTIVELY.  

3. WHAT IS A VIRTUAL CURRENCY OR VIRTUAL TOKEN OR COIN?  

A VIRTUAL CURRENCY IS A DIGITAL REPRESENTATION OF VALUE THAT CAN BE DIGITALLY TRADED AND  FUNCTIONS AS A MEDIUM OF EXCHANGE, UNIT OF ACCOUNT, OR STORE OF VALUE. VIRTUAL TOKENS OR  COINS MAY REPRESENT OTHER RIGHTS AS WELL. ACCORDINGLY, IN CERTAIN CASES, THE TOKENS OR COINS  WILL BE SECURITIES AND MAY NOT BE LAWFULLY SOLD WITHOUT REGISTRATION WITH THE SEC OR  PURSUANT TO AN EXEMPTION FROM REGISTRATION.  

4. WHAT IS A VIRTUAL CURRENCY EXCHANGE?  

A VIRTUAL CURRENCY EXCHANGE IS A PERSON OR ENTITY THAT EXCHANGES VIRTUAL CURRENCY FOR FIAT  CURRENCY, FUNDS, OR OTHER FORMS OF VIRTUAL CURRENCY. VIRTUAL CURRENCY EXCHANGES  TYPICALLY CHARGE FEES FOR THESE SERVICES. SECONDARY MARKET TRADING OF VIRTUAL TOKENS OR  COINS MAY ALSO OCCUR ON AN EXCHANGE. THESE EXCHANGES MAY NOT BE REGISTERED SECURITIES  EXCHANGES OR ALTERNATIVE TRADING SYSTEMS REGULATED UNDER THE FEDERAL SECURITIES LAWS.  ACCORDINGLY, IN PURCHASING AND SELLING VIRTUAL COINS AND TOKENS, YOU MAY NOT HAVE THE SAME  PROTECTIONS THAT WOULD APPLY IN THE CASE OF STOCKS LISTED ON AN EXCHANGE.  

5. WHO ISSUES VIRTUAL TOKENS OR COINS?  

VIRTUAL TOKENS OR COINS MAY BE ISSUED BY A VIRTUAL ORGANIZATION OR OTHER CAPITAL RAISING  ENTITY. A VIRTUAL ORGANIZATION IS AN ORGANIZATION EMBODIED IN COMPUTER CODE AND EXECUTED  ON A DISTRIBUTED LEDGER OR BLOCKCHAIN. THE CODE, OFTEN CALLED A “SMART CONTRACT,” SERVES TO  AUTOMATE CERTAIN FUNCTIONS OF THE ORGANIZATION, WHICH MAY INCLUDE THE ISSUANCE OF CERTAIN  VIRTUAL COINS OR TOKENS. THE DAO, WHICH WAS A DECENTRALIZED AUTONOMOUS ORGANIZATION, IS AN  EXAMPLE OF A VIRTUAL ORGANIZATION.   PLEASE NOTE: SOME KEY POINTS TO CONSIDER WHEN DETERMINING WHETHER TO PARTICIPATE IN AN ICO  IF YOU ARE THINKING ABOUT PARTICIPATING IN AN ICO, HERE ARE SOME THINGS YOU SHOULD CONSIDER:.  DEPENDING ON THE FACTS AND CIRCUMSTANCES, THE OFFERING MAY INVOLVE THE OFFER AND SALE OF  SECURITIES. IF THAT IS THE CASE, THE OFFER AND SALE OF VIRTUAL COINS OR TOKENS MUST ITSELF BE  REGISTERED WITH THE SEC, OR BE PERFORMED PURSUANT TO AN EXEMPTION FROM REGISTRATION.  BEFORE INVESTING IN AN ICO, ASK WHETHER THE VIRTUAL TOKENS OR COINS ARE SECURITIES AND  WHETHER THE PERSONS SELLING THEM REGISTERED THE OFFERING WITH THE SEC. A FEW THINGS TO  KEEP IN MIND ABOUT REGISTRATION: IF AN OFFERING IS REGISTERED, YOU CAN FIND INFORMATION (SUCH  AS A REGISTRATION STATEMENT OR “FORM S-1”) ON SEC.GOV THROUGH EDGAR. IF A PROMOTER STATES  THAT AN OFFERING IS EXEMPT FROM REGISTRATION, AND YOU ARE NOT AN ACCREDITED INVESTOR, YOU  SHOULD BE VERY CAREFUL – MOST EXEMPTIONS HAVE NET WORTH OR INCOME REQUIREMENTS.  ALTHOUGH ICOS ARE SOMETIMES DESCRIBED AS CROWDFUNDING CONTRACTS, IT IS POSSIBLE THAT THEY  ARE NOT BEING OFFERED AND SOLD IN COMPLIANCE WITH THE REQUIREMENTS OF REGULATION  CROWDFUNDING OR WITH THE FEDERAL SECURITIES LAWS GENERALLY. ASK WHAT YOUR MONEY WILL BE  USED FOR AND WHAT RIGHTS THE VIRTUAL COIN OR TOKEN PROVIDES TO YOU. THE PROMOTER SHOULD  HAVE A CLEAR BUSINESS PLAN THAT YOU CAN READ AND THAT YOU UNDERSTAND. THE RIGHTS THE  TOKEN OR COIN ENTITLES YOU TO SHOULD BE CLEARLY LAID OUT, OFTEN IN A WHITE PAPER OR  DEVELOPMENT ROADMAP. YOU SHOULD SPECIFICALLY ASK ABOUT HOW AND WHEN YOU CAN GET YOUR  MONEY BACK IN THE EVENT YOU WISH TO DO SO. FOR EXAMPLE, DO YOU HAVE A RIGHT TO GIVE THE  TOKEN OR COIN BACK TO THE COMPANY OR TO RECEIVE A REFUND? OR CAN YOU RESELL THE COIN OR  TOKEN?  

6. ARE THERE ANY LIMITATIONS ON YOUR ABILITY TO RESELL THE COIN OR TOKEN?  IF THE VIRTUAL TOKEN OR COIN IS A SECURITY, FEDERAL AND STATE SECURITIES LAWS REQUIRE  INVESTMENT PROFESSIONALS AND THEIR FIRMS WHO OFFER, TRANSACT IN, OR ADVISE ON INVESTMENTS  TO BE LICENSED OR REGISTERED. YOU CAN VISIT INVESTOR.GOV TO CHECK THE REGISTRATION STATUS 

AND BACKGROUND OF THESE INVESTMENT PROFESSIONALS. ASK WHETHER THE BLOCKCHAIN IS OPEN  AND PUBLIC, WHETHER THE CODE HAS BEEN PUBLISHED, AND WHETHER THERE HAS BEEN AN  INDEPENDENT CYBERSECURITY AUDIT. FRAUDSTERS OFTEN USE INNOVATIONS AND NEW TECHNOLOGIES  TO PERPETRATE FRAUDULENT INVESTMENT SCHEMES. FRAUDSTERS MAY ENTICE INVESTORS BY TOUTING  AN ICO INVESTMENT “OPPORTUNITY” AS A WAY TO GET INTO THIS CUTTING- EDGE SPACE, PROMISING OR  GUARANTEEING HIGH INVESTMENT RETURNS. INVESTORS SHOULD ALWAYS BE SUSPICIOUS OF JARGON  LADEN PITCHES, HARD SELLS, AND PROMISES OF OUTSIZED RETURNS. ALSO, IT IS RELATIVELY EASY FOR  ANYONE TO USE BLOCKCHAIN TECHNOLOGY TO CREATE AN ICO THAT LOOKS IMPRESSIVE, EVEN THOUGH  IT MIGHT ACTUALLY BE A SCAM. VIRTUAL CURRENCY EXCHANGES AND OTHER ENTITIES HOLDING VIRTUAL  CURRENCIES, VIRTUAL TOKENS OR COINS MAY BE SUSCEPTIBLE TO FRAUD, TECHNICAL GLITCHES, HACKS,  OR MALWARE. VIRTUAL TOKENS OR VIRTUAL CURRENCY MAY BE STOLEN BY HACKERS. INVESTING IN AN  ICO MAY LIMIT YOUR RECOVERY IN THE EVENT OF FRAUD OR THEFT. WHILE YOU MAY HAVE RIGHTS UNDER  THE FEDERAL SECURITIES LAWS, YOUR ABILITY TO RECOVER MAY BE SIGNIFICANTLY LIMITED. IF FRAUD OR  THEFT RESULTS IN YOU OR THE ORGANIZATION THAT ISSUED THE VIRTUAL TOKENS OR COINS LOSING  VIRTUAL TOKENS, VIRTUAL CURRENCY, OR FIAT CURRENCY, YOU MAY HAVE LIMITED RECOVERY OPTIONS.  THIRDPARTY WALLET SERVICES, PAYMENT PROCESSORS, AND VIRTUAL CURRENCY EXCHANGES THAT PLAY  IMPORTANT ROLES IN THE USE OF VIRTUAL CURRENCIES MAY BE LOCATED OVERSEAS OR BE OPERATING  UNLAWFULLY. LAW ENFORCEMENT OFFICIALS MAY FACE PARTICULAR CHALLENGES WHEN INVESTIGATING  ICOS AND, AS A RESULT, INVESTOR REMEDIES MAY BE LIMITED. THESE CHALLENGES INCLUDE:   – TRACING MONEY. TRADITIONAL FINANCIAL INSTITUTIONS (SUCH AS BANKS) OFTEN ARE NOT INVOLVED  WITH ICOS OR VIRTUAL CURRENCY TRANSACTIONS, MAKING IT MORE DIFFICULT TO FOLLOW THE FLOW  OF MONEY.   – INTERNATIONAL SCOPE. ICOS AND VIRTUAL CURRENCY TRANSACTIONS AND USERS SPAN THE GLOBE.  ALTHOUGH THE SEC REGULARLY OBTAINS INFORMATION FROM ABROAD (SUCH AS THROUGH CROSS BORDER AGREEMENTS), THERE MAY BE RESTRICTIONS ON HOW THE SEC CAN USE THE INFORMATION  AND IT MAY TAKE MORE TIME TO GET THE INFORMATION. IN SOME CASES, THE SEC MAY BE UNABLE TO  OBTAIN INFORMATION FROM PERSONS OR ENTITIES LOCATED OVERSEAS. NO CENTRAL AUTHORITY. AS  THERE IS NO CENTRAL AUTHORITY THAT COLLECTS VIRTUAL CURRENCY USER INFORMATION, THE SEC  GENERALLY MUST RELY ON OTHER SOURCES FOR THIS TYPE OF INFORMATION.   – FREEZING OR SECURING VIRTUAL CURRENCY. LAW ENFORCEMENT OFFICIALS MAY HAVE DIFFICULTY  FREEZING OR SECURING INVESTOR FUNDS THAT ARE HELD IN A VIRTUAL CURRENCY. VIRTUAL  CURRENCY WALLETS ARE ENCRYPTED AND UNLIKE MONEY HELD IN A BANK OR BROKERAGE ACCOUNT,  VIRTUAL CURRENCIES MAY NOT BE HELD BY A THIRD-PARTY CUSTODIAN. BE CAREFUL IF YOU SPOT ANY  OF THESE POTENTIAL WARNING SIGNS OF INVESTMENT FRAUD   – “GUARANTEED” HIGH INVESTMENT RETURNS. THERE IS NO SUCH THING AS GUARANTEED HIGH  INVESTMENT RETURNS. BE WARY OF ANYONE WHO PROMISES THAT YOU WILL RECEIVE A HIGH RATE OF  RETURN ON YOUR INVESTMENT, WITH LITTLE OR NO RISK.   – UNSOLICITED OFFERS. AN UNSOLICITED SALES PITCH MAY BE PART OF A FRAUDULENT INVESTMENT  SCHEME. EXERCISE EXTREME CAUTION IF YOU RECEIVE AN UNSOLICITED COMMUNICATION—MEANING  YOU DIDN’T ASK FOR IT AND DON’T KNOW THE SENDER—ABOUT AN INVESTMENT OPPORTUNITY.   – SOUNDS TOO GOOD TO BE TRUE. IF THE INVESTMENT SOUNDS TOO GOOD TO BE TRUE, IT PROBABLY IS.  REMEMBER THAT INVESTMENTS PROVIDING HIGHER RETURNS TYPICALLY INVOLVE MORE RISK. – PRESSURE TO BUY RIGHT NOW. FRAUDSTERS MAY TRY TO CREATE A FALSE SENSE OF URGENCY TO GET  IN ON THE INVESTMENT. TAKE YOUR TIME RESEARCHING AN INVESTMENT OPPORTUNITY BEFORE  HANDING OVER YOUR MONEY.   – UNLICENSED SELLERS. MANY FRAUDULENT INVESTMENT SCHEMES INVOLVE UNLICENSED INDIVIDUALS  OR UNREGISTERED FIRMS. CHECK LICENSE AND REGISTRATION STATUS ON INVESTOR.GOV.  – NO NET WORTH OR INCOME REQUIREMENTS. THE FEDERAL SECURITIES LAWS REQUIRE SECURITIES  OFFERINGS TO BE REGISTERED WITH THE SEC UNLESS AN EXEMPTION FROM REGISTRATION APPLIES.  MANY REGISTRATION EXEMPTIONS REQUIRE THAT INVESTORS ARE ACCREDITED INVESTORS; SOME  OTHERS HAVE INVESTMENT LIMITS. BE HIGHLY SUSPICIOUS OF PRIVATE (I.E., UNREGISTERED)  INVESTMENT OPPORTUNITIES THAT DO NOT ASK ABOUT YOUR NET WORTH OR INCOME OR WHETHER  INVESTMENT LIMITS APPLY.   PLEASE NOTE: BEFORE MAKING ANY INVESTMENT, CAREFULLY READ ANY MATERIALS YOU ARE GIVEN AND  VERIFY THE TRUTH OF EVERY STATEMENT YOU ARE TOLD ABOUT THE INVESTMENT. FOR MORE  INFORMATION ABOUT HOW TO RESEARCH AN INVESTMENT, READ OUR PUBLICATION ASK QUESTIONS.  INVESTIGATE THE INDIVIDUALS AND FIRMS OFFERING THE INVESTMENT, AND CHECK OUT THEIR  BACKGROUNDS ON INVESTOR.GOV AND BY CONTACTING YOUR STATE SECURITIES REGULATOR . MANY  FRAUDULENT INVESTMENT SCHEMES INVOLVE UNLICENSED INDIVIDUALS OR UNREGISTERED FIRMS.  PLEASE NOTE: ON JULY 25, 2017, THE SEC ISSUED A REPORT OF INVESTIGATION UNDER SECTION 21(A) OF  THE SECURITIES EXCHANGE ACT OF 1934 DESCRIBING AN SEC INVESTIGATION OF THE DAO, A VIRTUAL  ORGANIZATION, AND ITS USE OF DISTRIBUTED LEDGER OR BLOCKCHAIN TECHNOLOGY TO FACILITATE THE  OFFER AND SALE OF DAO TOKENS TO RAISE CAPITAL. THE COMMISSION APPLIED EXISTING U.S. FEDERAL  SECURITIES LAWS TO THIS NEW PARADIGM, DETERMINING THAT DAO TOKENS WERE SECURITIES. THE  COMMISSION STRESSED THAT THOSE WHO OFFER AND SELL SECURITIES IN THE U.S. ARE REQUIRED TO  COMPLY WITH FEDERAL SECURITIES LAWS, REGARDLESS OF WHETHER THOSE SECURITIES ARE  PURCHASED WITH VIRTUAL CURRENCIES OR DISTRIBUTED WITH BLOCKCHAIN TECHNOLOGY. PLEASE  REFERENCE: POSTED ON SEC.GOV. THANK YOU.   SHADOWBOX (SDBX) LEGAL: CRYPTO-ASSETS & STAKING   SHADOWBOX LEGAL: DAPP, DOMAINS & CATLOG – SHADOWBOX (SDBX) TOKENIZED ASSET (BSC-ETH)  SELECT STATEMENTS AND REFERENCES DOCUMENTED ON OUR SITES, AND SOCIAL OUTLETS; AND/OR  STATEMENTS THAT REPRESENT AN OPINION, AND/OR ARE FOR INFORMATIONAL PURPOSES ONLY. OUR  WRITTEN WORDS ARE NOT INTENDED TO (AND DO NOT CONSTITUTE) INVESTMENT ADVICE AND IS NOT AN  OFFER TO BUY OR SELL OR A SOLICITATION OF AN OFFER TO BUY OR SELL ANY: CRYPTOCURRENCY,  SECURITY, PRODUCT, SERVICE, AND/OR INVESTMENT. PLEASE SEEK A DULY LICENSED PROFESSIONAL FOR  INVESTMENT ADVICE. THE INFORMATION PROVIDED HERE OR IN ANY COMMUNICATION CONTAINING A LINK  TO OUR SITES, IS NOT INTENDED FOR DISTRIBUTION TO, OR USE BY, ANY PERSON OR ENTITY IN ANY  JURISDICTION OR COUNTRY WHERE SUCH DISTRIBUTION OR USE WOULD BE CONTRARY TO LAW OR  REGULATION OR WHICH WOULD SUBJECT CORNERMAN, INC. AND/OR ITS AFFILIATES INCLUDING THE  SHADOWBOX GROUP (SBG) AND/OR FORTHCOMING RINGSIDE FOUNDATION (CURRENTLY UNDER  COMPLETION OF ITS QUALITY POLICY, PRELIMINARY FILINGS, AND DOCUMENT REVISION PRIOR TO OFFICIAL  LAUNCH IN 2023-2025). IT’S TO ANY REGISTRATION REQUIREMENT WITHIN SUCH JURISDICTION OR  COUNTRY. NEITHER THE INFORMATION, NOR ANY OPINION CONTAINED IN THIS SITE (AND/OR AFFILIATE  DOMAINS) CONSTITUTES A SOLICITATION OR OFFER BY CORNERMAN, INC. AND/OR ITS AFFILIATES  INCLUDING THE SHADOWBOX GROUP (SBG), TO BUY OR SELL ANY: CRYPTOCURRENCIES, SECURITIES,  FUTURES, OPTIONS, AND/OR OTHER FINANCIAL INSTRUMENTS, AND/OR PROVIDE ANY INVESTMENT  ADVICE OR SERVICE.   PLEASE NOTE: DIGITAL ASSETS ARE SUBJECT TO A NUMBER OF RISKS, INCLUDING PRICE VOLATILITY.  TRANSACTING DIGITAL ASSETS COULD RESULT IN SIGNIFICANT LOSSES AND MAY NOT BE SUITABLE FOR  SOME CONSUMERS. DIGITAL ASSET MARKETS AND/OR EXCHANGES ARE NOT REGULATED WITH THE SAME  CONTROLS OR CUSTOMER PROTECTIONS AVAILABLE WITH OTHER FORMS OF FINANCIAL PRODUCTS AND  ARE SUBJECT TO AN EVOLVING REGULATORY ENVIRONMENT. DIGITAL ASSETS DO NOT TYPICALLY HAVE  LEGAL TENDER STATUS AND ARE NOT SHIELDED BY INSURANCE COVERAGE PERTAINING TO DEPOSIT  PROTECTION.   PLEASE NOTE: ASSETS, LISTINGS, SMART CONTRACTS, AND COLLECTIONS THAT INCLUDE METADATA THAT  VIOLATES INTERNATIONAL OR UNITED STATES INTELLECTUAL PROPERTY LAWS, PROMOTES SUICIDE OR  SELF HARM, INCITES HATE OR VIOLENCE AGAINST OTHERS, DEGRADES OR DOXES ANOTHER INDIVIDUAL,  DEPICTS MINORS IN SEXUALLY SUGGESTIVE SITUATIONS, OR IS OTHERWISE ILLEGAL IN THE UNITED STATES  ARE PROHIBITED ON SHADOWBOX AND WILL BE REMOVED. ASSETS, LISTINGS, SMART CONTRACTS, AND  COLLECTIONS WITH A PRIMARY OR SUBSTANTIAL PURPOSE IN A GAME OR APPLICATION THAT VIOLATES  INTERNATIONAL OR UNITED STATES INTELLECTUAL PROPERTY LAWS, PROMOTES SUICIDE OR SELF HARM,  INCITES HATE OR VIOLENCE AGAINST OTHERS, DEGRADES OR DOXES ANOTHER INDIVIDUAL, DEPICTS  MINORS IN SEXUALLY SUGGESTIVE SITUATIONS, OR IS OTHERWISE ILLEGAL IN THE UNITED STATES ARE  PROHIBITED ON SHADOWBOX AND WILL BE REMOVED. 2.) ASSETS, LISTINGS, SMART CONTRACTS, AND  COLLECTIONS CREATED OR USED PRIMARILY OR SUBSTANTIALLY FOR THE PURPOSE OF RAISING FUNDS  FOR THE KNOWN TERRORIST ORGANIZATIONS LISTED ON HTTPS://WWW.STATE.GOV/FOREIGN-TERRORIST ORGANIZATIONS/ARE PROHIBITED ON SHADOWBOX AND WILL BE REMOVED. FOR ADDITIONAL DETAILS,  PLEASE VISIT THE LEGAL AND /OR RESOURCE PAGE(S) ON OUR SISTER (DECENTRALIZED-APPLICATION  LAUNCH-LANDING_SHADOWBOX.SPACE). THANK YOU.   PLEASE NOTE: BEFORE YOU INVEST, STAKE, TRADE, HOLD, AND/OR EXCHANGE CURRENCY (DIGITAL AND/ OR NON-DIGITAL), YOU SHOULD READ THE OFFERING MATERIALS RELATED TO YOUR INVESTMENT, STAKE,  TRADE, HOLD, EXCHANGE, AND/OR UNDERWRITING. ADDITIONAL INFORMATION IS CURRENTLY UPDATING.  REFERENCES TO THESE DOCUMENTS AND/OR PERTINENT RESEARCH, AND/OR APPLICABLE HYPERLINKS,  CAN BE LOCATED ON THE “RESOURCE” AND/OR “LEGAL” PAGE(S) ON OUR SITES. PLEASE NOTE: YOU MUST  MAKE YOUR OWN DECISION ABOUT WHETHER, AND HOW MUCH, TO STAKE, OR INVEST. CORNERMAN, INC.  AND THE SHADOWBOX GROUP (SBG), AND ITS AFFILIATES, CANNOT MAKE ANY FINANCIAL  RECOMMENDATIONS OR OTHERWISE PROVIDE ANY FINANCIAL ADVICE. STAKE-NOTIFICATION OF CROWD  SALE – (UNITED STATES RESIDENTS ONLY) PLEASE NOTE: UNDER DIRECT SUPERVISION PER THE SECURITIES  EXCHANGE COMMISSION (SEC), AND THE FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA),  REGULATION CROWDFUNDING HAS BECOME LEGALLY REGULATED IS PART OF THE JOBS ACT, WHICH  PRESIDENT OBAMA SIGNED IN (2012). HOWEVER, REGULATION CROWDFUNDING ITSELF, ALSO KNOWN AS  TITLE (III) OR REG CF, DIDN’T GO LIVE UNTIL MAY (16, 2016). THE FINANCIAL INDUSTRY REGULATORY  AUTHORITY (FINRA) IS AN INDEPENDENT, NONGOVERNMENTAL ORGANIZATION THAT WRITES AND  ENFORCES THE RULES GOVERNING REGISTERED BROKERS AND BROKER-DEALER FIRMS IN THE UNITED  STATES. A CROWDFUNDING INTERMEDIARY MUST REGISTER WITH THE SECURITIES AND EXCHANGE  COMMISSION (SEC) AS A BROKER OR AS A FUNDING PORTAL AND BECOME A MEMBER OF THE NATIONAL  SECURITIES ASSOCIATION (FINRA). THE FOLLOWING CROWDFUNDING INTERMEDIARIES ARE REGISTERED  WITH THE SEC AS FUNDING PORTALS AND ARE FUNDING PORTAL MEMBERS OF FINRA. (HTTPS://  WWW.FINRA.ORG/ ABOUT/FIRMS-WE-REGULATE/FUNDING-PORTALS-WE-REGULATE), THE FINANCIAL  INDUSTRY REGULATORY AUTHORITY (FINRA); IS AN INDEPENDENT, NONGOVERNMENTAL ORGANIZATION  THAT WRITES AND ENFORCES THE RULES GOVERNING REGISTERED BROKERS AND BROKER-DEALER FIRMS  IN THE UNITED STATES. COMPANIES LIKE OURS MUST GO THROUGH AN “INTERMEDIARY” THAT IS  REGISTERED WITH THE SEC TO CONDUCT AN OFFERING, WHICH. THIS INTERMEDIARY CAN BE A BROKER  DEALER OR A FINRA-REGULATED FUNDING PORTAL. THESE PORTALS ENSURE THAT YOUR OFFERING IS  CONDUCTED PROPERLY WITHIN SECURITIES LAWS, AND THEY GIVE EQUAL OPPORTUNITY TO ALL  OFFERINGS ON THEIR PLATFORM. MOST OFFERINGS GO THROUGH FUNDING PORTALS, AND AS OF MARCH  24, 2023 THERE WERE (67) ACTIVE FUNDING PORTALS.   PLEASE NOTE: THIS DOCUMENT HAS NOT BEEN APPROVED BY AN AUTHORIZED PERSON. ANY INVESTMENT  TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO (AND ANY INVESTMENT ACTIVITY TO WHICH IT  RELATES WILL BE ENGAGED ONLY WITH) RELEVANT PERSONS. THIS DOCUMENT IS DIRECTED ONLY AT  RELEVANT PERSONS AND PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION  BASED UPON THIS DOCUMENT AND SHOULD NOT RELY ON IT. IT IS A CONDITION OF YOU RECEIVING AND  RETAINING THIS DOCUMENT THAT YOU WARRANT TO THE COMPANY, ITS DIRECTORS, AND ITS OFFICERS  THAT YOU ARE A RELEVANT PERSON. THANK YOU.