Terms of Service

Terms of Service

Last Updated: February 1, 2022

PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS AS A CLIENT AT AND THROUGH THIS INTERNET SITE OR ANY RELATED INTERNET SITE, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

These Terms of Service (these “Terms”), together with any documents referenced herein, contain all of the terms and conditions that apply to access to and use of one or more software, platform and media related services, including without limitation graphic design, web design, video editing and software development (collectively, the “Services”, and each a “Service”, with any resulting software being the “Software”), by those persons (each, a “Client”), in connection with functions specified and directed solely by the Client (collectively, the “Functions”, and each a “Function”), such Functions to include without limitation automated multi-level marketing (“MLM”) compensation platforms and databases, automated trading algorithms, Web3 and Metaverse platforms, gateways and interactive platforms concerning non-fungible tokens (“NFTs”) and virtual tokens, gateways, and interactive platforms and processing platforms concerning blockchain technologies and exchanges (“Blockchains”), cryptocurrencies and/or virtual currencies, again each solely as directed, originated and to be implemented by the Client, the Services being offered at and through the Internet website www.disruptivestudio.com and related Internet websites (collectively, the “Sites”), as provided by the Sites' proprietor, Disruptive Studio, aWyoming corporation (“DSI”). Each of the Services and Software shall be provided by DSI to Client as set forth in work orders (collectively, the “Orders”, and each an “Order”) submitted by Client to DSI at and through the Site, each such Order being incorporated in and integrated with these Terms by reference, and each such Order being subject to these Terms, with the understanding that in the event of any conflict or in consistency between these Terms and any such Order, these Terms shall govern and take precedence. By clicking “I accept” and also by ordering and accessing the Services, or any of them, at or through the Sites, Client, freely, voluntarily and with full authority and capacity to do so, agrees to be bound by and accepts these Terms. If you (as a Client) do not agree to be bound by all of these Terms, please do not use, utilize or access the Sites or any Services offered through the Sites. DSI reserves the right to cancel your Client Account and discontinue making the Services available to you, as Client, should you, as Client, violate any of these Terms.

Limitation of Scope of Services

1. In General.

   DSI merely offers software development and software as a service pursuant to specifications originated, created, ordered and directed by Client, and as such DSI is not in any way an MLM facilitator, wallet provider, exchange, broker, dealer, investment advisor, investment company, financial institution or creditor. DSI does not play any role in facilitating, effectuating, executing or consummating any MLM programs, any Web3 or Metaverse features, or any purchases, acquisitions, transfers, sales or any other transactions in securities, commodities futures, fiat currencies, NFTs, virtual tokens, Blockchains, cryptocurrencies or virtual currencies. DSI does not have any custody or control over any of the same provided by Client based on Client's access to and receipt of any Services or Software at or through the Sites. Client shall be solely and exclusively responsible for Client's use of the Services and Software and Client's offering of any related features, products or services to Client's customers and end users, and Client shall indemnify and hold harmless DSI in relation to the same under Section 20, below.

2. Legal and Regulatory Compliance.

   The Services and Software are being made available to Client with the understanding, acknowledgement and agreement that in such context, the Services and Software, the Sites and all activities of DSI in relation thereto do not in any event or under any circumstances: (i) constitute “securities”, or facilitating transactions in “securities”, and that in providing the Services and Software and making them available to Client, DSI is in no way acting as a “broker” of “securities”, or operating or otherwise acting as a “securities exchange”, as each of those terms is defined in the Securities Act of 1933, as amended (the “Securities Act”) and in the Securities Exchange Act of 1934, as amended, and the corresponding regulations promulgated by the United States Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”), and in any state or international securities laws; (ii) constitute “commodities”, “commodities futures”, “over-the-counter derivatives”, “exchange-traded derivatives”, “derivative contracts” or “swaps”, and that in providing the Services and Software and making them available to Client, DSI is in no way acting as a “broker” of “commodities” or as a “commodities exchange”, as each of those terms is defined in the Commodity Exchange Act of 1936, as Amended, the Commodity Futures Modernization Act of 1936, as amended, the Commodity Futures Modernization Act of 2000 (collectively, the “Commodities Act”), as amended, and the corresponding regulations promulgated by the United States Commodity Futures Trading Commission (“CFTC”), nor is DSI in any way facilitating transactions in commodities or commodities futures in any manner as would subject DSI to regulation under the Commodities Act or by the CFTC; (iii) constitute a “currency exchange” or “money service business”, and that in providing the Services and Software and making them available to Client, DSI is in no way acting as a “currency exchange” or “money service business”, as each of those terms is defined in the Bank Secrecy Act of 1970, as amended, and the corresponding regulations promulgated by the United States Department of the Treasury Financial Crimes Enforcement Network (“FinCEN”), nor is DSI in any way facilitating any such activities in any way that would subject DSI to regulation under the Bank Secrecy Act of 1970 or by FinCEN; (iv) constitute investment advice or discretionary input regarding application of funds of third parties, and that in providing the Services and Software and making them available to Client, DSI is in no way acting as an “investment adviser”, as contemplated under the Investment Advisers Act of 1940 and the regulations promulgated thereunder by the SEC. Accordingly, it is understood, acknowledged and agreed that neither the Services, nor the Software, nor any of the activities of DSI is subject to regulation by the SEC, FINRA, CFTC, FinCEN or any similar state, federal or international agency, or in the same manner as standard transactions or facilitation of transactions in securities, commodities, fiat currencies or virtual currencies. In the event the Services, the Software and/or the activities of DSI contemplated in these Terms become subject to any such legislation or regulations, or any similar legislation or regulation, these Terms and provision and availability of the Services and Software, or any of them, hereunder shall be suspended to the extent so subject, until such time as DSI is able to verify corresponding regulatory compliance.Without limiting the foregoing, DSI does not represent or warrant that any of the Services or Software, the Sites or any of the corresponding DSI activities is registered with the SEC, CFTC, FinCEN or any applicable similar state, federal or international agency, or otherwise exempt from such registration, or is otherwise compliant with applicable laws, regulations, policies and procedures regarding the same, including without limitation those cited in this Section 1(c), and Client hereby assumes all responsibility and liability for the same and agrees to indemnify and hold harmless DSI in relation to the same under Section 20, below. Specifically, without limiting the foregoing, such responsibility, liability and indemnification obligations of Client include without limitation compliance with all applicable international, regional, federal, state and local laws, rules, regulations, ordinances and government policies and procedures in any jurisdiction in which Client is located, in which Client accesses the Services, Software and Sites, and in or through which Client offers any related features to Client's customers and end users (collectively, “Applicable Law”), including without limitation the Securities Act, the Commodities Act, the Bank Secrecy Act of 1970, the Investment Advisers Act of 1940, and any regulations promulgated by the SEC, the CFTC and/or FinCEN, each as applied to Client's activities and interactions related to the Services and/or Software and Client's presence at or through the Sites. Further, without limiting the foregoing, Client represents and warrants that (I) Client is not located in a country that is subject to a Untied States government embargo, and (II) Client has not been identified as a sanctioned or restricted party.

Client Assumption of Risks

In accessing, using, utilizing, ordering, purchasing and receiving the Services, Software and Sites, Client acknowledges, agrees and accepts the following, and Client agrees to indemnify DSI in relation to the same under Section 20, below:

1. The value of any NFT, virtual token, blockchain technology feature, cryptocurrency, virtual currency, orWeb3 or Metaverse feature (collectively, the “Virtual Items”, and each a “Virtual Item”) is subjective. Prices of Virtual Items are subject to volatility, and fluctuations in the price of cryptocurrencies and other Blockchain related items can also materially and adversely affect Virtual Item prices and valuations. Client fully understands such subjectivity and volatility and knowingly accepts all risk and responsibility of loss of money, including all money provided by Client, and by Client's customers and end users, in relation to any Virtual Items made available to Client or Client's customers and end users in relation to or resulting from the Services and/or Software made available to Client at or through the Sites.
2. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, which could therefore also negatively impact the potential utility of Virtual Items made available to Client, and to Client's customers and end users, in relation to or resulting from the Services and/or Software made available to Client at or through the Sites.
3. The regulatory regime governing Virtual Items, including without limitation blockchain technologies, non-fungible tokens, cryptocurrencies, virtual tokens and other cryptobased items, is uncertain, and new laws, regulations or applicable policies and procedures may result in material adverse effects upon the development of the Services and Software and the utility of Virtual Items made available to Client or Client's customers and end users in relation to or resulting from the Services and/or Software ade available to Client at or through the Sites.
4. Client is solely and exclusively responsible for determining what, if any, taxes apply to Client's transactions in relation to or resulting from the Services and Software and to any Virtual Items made available to Client, or to Client's customers and end users, in relation to or resulting from the Services and/or Software made available to Client at or through the Sites. DSI is not in any way or manner responsible for determining any such applicable taxes.
5. There are risks associated with purchasing and acquiring items associated with content created by third parties through peer-to-peer transactions, including without limitation those associated with purchasing and acquiring counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, items that may become nontransferable and items that are associated with money laundering efforts. Client represents and warrants that Client has conducted and completed sufficient research and due diligence before making any decisions to sell, purchase, acquire, obtain, transfer, transact in or otherwise interact with any Virtual Items made available to Client, or to Client's customers and end users, in relation to or resulting from the Services and/or Software made available to Client at or through the Sites, or any related accounts or collections.
6. There are risks associated with using products made available through the Internet and blockchain technologies, including without limitation those associated with hardware, software and Internet connections, malicious software introduction and interaction, third-party connections, and unauthorized third-party access to a third-party wallet or user account. DSI shall not be responsible or liable in any way or manner for any communication failures, disruptions, errors, distortions or delays Client, or any of Client's customers or end users, may experience when accessing or using any results of or features made available through the Services or Software, however caused.
7. In the event Client has a dispute with or claim against one or more other clients or any customers or users, including without limitation any creator or owner of a Virtual Item, Client hereby releases DSI from any claims, demands, damages, of every kind and nature, known and unknown, accrued and unaccrued, arising out of or in any way related to such disputes. In providing this release, Client expressly waives any protections, whether statutory or regulatory, whether based in contract or tort, whether based in law or in equity, that would otherwise limit the coverage of this release to include those claims Client may know or suspect to exist in Client's favor at the time of agreeing to this release.

Subcontractors and Sub-Consultants

DSI shall have full control over the means and methods of performance and provision of the Services and Sites. In connection therewith, DSI shall have the right, but not the obligation, in its sole discretion, to enter into written subcontract agreements and sub-consulting agreements with persons or entities of DSI's choice (collectively, the “DSI Subs”, and each a “DSI Sub”), any of which may or may not be affiliated or commonly controlled with DSI. Upon request by Client, DSI shall within a reasonable time inform and update Client as to which of the Services, or components thereof, are performed by DSI Subs, as well as the identity of the corresponding DSI Subs.

Terms Subject to Change

1. In General.

   Subject to Section 1 through Section 3, above, these Terms may change without prior notice at any time, in DSI's sole discretion, including, but not limited to, the protocols for use of the Sites, access to the Services, or any of them, availability of the Services, or any of them, and content and materials made available at or through the Sites, or any of them, descriptions, and other e-commerce related information and/or functionality. DSI reserves the right, its sole discretion, to discontinue the Sites or Services, or any of them, and/or modify the contents of the Sites, or any of them. Client agrees that DSI will not be liable to Client for any such discontinuance or modification of the Sites or the Services, or any such availability, or any of them; provided that once an Order ismade, processed, confirmed and paid for, DSI shall provide the Services and Software that are the subject of such Order under the terms set forth in such Order, and DSI shall continue to make the Sites, Services and Software available as provided in such Order and as otherwise provided in these Terms. DSI may update the Sites, Software and Services from time to time in DSI's sole and absolute discretion, and any future Order shall be subject to such updating. Specifically, without limiting the foregoing, in the event DSI makes any material changes to these Terms, DSI will use reasonable efforts to provide notice of such changes, such as through the Service or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Services, Client confirms Client's acceptance of the revised Terms and all of the provisions incorporated therein by reference effective as of the date these Terms are updated. It is Client's sole responsibility to review these Terms from time to time to note such changes and to ensure that Client understands fully the provisions and conditions that apply each and every time Client accesses, uses and utilities the Services and Sites.

2. Price and Payment.

   DSI reserves the right, in its sole discretion, to change the pricing for Services and Software, and each of them, at any time, such pricing being subject to change each time Client accesses the page at the Sites to submit a corresponding Order. All payment terms are similarly subject to change by DSI. Unless and until Client completes and submits an Order at the Sites for Services and/or Software through a corresponding Client Account (as defined under Section 7, below), and such Order is accepted and confirmed as provided under Section 12, below, Client shall have no expectations as to price or payment terms based on previous access to and receipt of information at or through the Sites.

No Reliance

Client hereby recognizes, acknowledges and agrees that Client's decision to access, consider, offer, sell, purchase, acquire, dispose of, transact in or interact with any Virtual Items by means of any of the Software or Services is that of Client and Client alone. By making the Services and Software available through the Sites, DSI does not necessarily endorse MLMs or Virtual Items, or any of them in general or specifically, or any items promoted or otherwise depicted in connection therewith, and DSI likewise does not encourage or discourage Client with respect to any of the same. In considering any particular MLM program or Virtual Item, Client, his/her/its advisers, if any, and his/her/its representatives, if any, have relied only on their own independent information, assessment and evaluation, including that pertaining to any information provided at or through the Sites, Software and Services. Other than these Terms as applied to the Services, and each of them, DSI is not a party to any agreement with Client, and in no event and under no circumstance is DSI a party to any agreement between Client and any third parties, including without limitation any of Client's customers or end users. Client is solely and exclusively responsible for verifying the identity, legitimacy and authenticity of MLM programs and Virtual Items Client elects to implement or make available by means of the Services and Software. DSI makes no representations or warranties and bears no responsibility or liability in relation to the identity, legitimacy, functionality or authenticity of MLM programs or Virtual Items, or any content associated therewith, or any underlying basis thereof, whether or not Client may make any of them available by means of the Services or Software. In no event and under no circumstance shall DSI be responsible or liable to Client, or to any third party, for any decision by Client, or by any of Client's customers or end users, to access, offer, implement, consider, sell, purchase, acquire, dispose of, transact in or interact with any MLM programs or Virtual Items, or to enter into any business relationship in relation to the same. In the event any of Client's customers or end users, sustains any damages or injuries, suffers any losses, or incurs any costs or expenses, in relation to any MLM programs or Virtual Items made available by Client by means of any of the Services or Software, such customer or end user's sole recourse, if any, shall be against Client, and in no event and under no circumstance against DSI.

Use, Operation and Maintenance of the Sites, Software and Services

1. Responsibilities of DSI.

   DSI shall exercise reasonable efforts to maintain the Sites in condition and operating order, or with respect to third-party tools and applications to cause the appropriate third party(s) to so maintain. DSI shall not be responsible for any inaccessibility of Client to the Sites or Services for any reason, including without limitation due to scheduled maintenance and upgrades of the Sites or any corresponding Internet servers or software; provided that DSI shall exercise reasonable efforts to ensure that any period of inaccessibility shall not exceed forty eight (48) hours; but provided, further, that Client understands, acknowledges and agrees that access to and use of the Sites, Software and Services may be interrupted from time to time for any of several reasons, including without limitation equipment malfunctions, period updates, general maintenance and repairs or other actions that DSI, in its sole and absolute discretion, may take. In the event that any of the Sites or Services become inaccessible, or their operation deviates materially from that provided in these Terms, and such deviation can be replicated by Client, then Client shall give written notification of the inaccessibility or the deviation, and in the case of deviations, sufficient information to permit replication and analysis. Upon receipt of notice from Client of any inaccessibility or deviation, DSI shall use reasonable efforts to diagnose the cause of the inaccessibility or deviation. Upon completion of the diagnosis, DSI shall advise Client of the cause of the inaccessibility or deviation and shall use efforts that DSI considers to be reasonable in its sole discretion, without charge, to restore access to and use of the Sites, Software and Services or avoid the deviation. Notwithstanding the foregoing, DSI shall have no obligation to resolve any inaccessibility or deviation caused by (i) modification of the Sites or Services by anyone other than DSI, (ii) use of the Site or Services for any purpose other than intended, (iii) misuse or incorrect use of the Sites or Services, (iv) any matter for which DSI is expressly declared not to be responsible under these Terms, or (v) malfunction of any of Client, Virtual Item creator, Virtual Item owner, third-party wallet provider, or Blockchain operator's computer or telecommunications services, or any equipment, computing environment or telecommunications systems not under the control of DSI. As between DSI and Client, DSI has the sole right and responsibility to maintain and update the logical and physical organization and structure of the databases and associated files within the Sites. In connection therewith, DSI, in its sole discretion, shall have authority and access at all times these Terms are in effect to set up, utilize and administer third-party tools and applications for and on behalf of Client, as well as to make administrative setting changes in all technology platforms and services used and operated by or on behalf of Client, each as they relate to the Sites, Software and Services.

2. Security.

   DSI shall establish and maintain reasonable security measures designed to protect Client from any security breaches at or through the Sites. However, DSI shall not under any circumstances be responsible for any security breaches caused by, arising from, resulting from or attributable to any factor other than DSI's reckless conduct or intentional misconduct. Specifically, among other things, DSI shall have no responsibility for any security breaches caused by, arising from, resulting from or attributable to any features employed by any third party hosting company, any other user, or any Virtual Item creator or owner, or any third-party wallet provider, or Blockchain operator, it being understood and agreed that Client may not under any circumstances hold DSI responsible or liable therefor and that Client's sole recourse therefor shall be limited exclusively to the appropriate third party.

3. No Modifications or Deep Links.

   Other than page caching, Client is not authorized to download or modify the Sites, or any of them, or any portion thereof. Unless otherwise authorized in writing by DSI, neither Client nor any third-party is authorized to deep link to any web page contained in the Sites, or any of them, (i.e., no links are permitted under any circumstances from third-party websites to any page of the Sites, or any of them, other than the Sites' home pages). Such links are expressly prohibited. In addition, neither Client nor any third partymay link to any of the Sites' home pages in such a manner as to create a reasonable possibility or likelihood of confusion by any of Client's customers or end users, or by users of a third party website, as to the true ownership or sponsorship of the Sites, or any of them, and/or as to the existence or lack thereof of some affiliation or other relationship between DSI and either Client or the third party and/or its website.

4. Posting Restrictions.

   No party accessing the Sites or Services, or any of them, including without limitation Client, may post or transmit through the Sites, or any of them, any material that violates or infringes in any way upon the rights of others, which is unlawful, misleading, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, confidential or proprietary to third parties, or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any Applicable Law, which is inconsistent with the non-religious and non-political purposes of the Sites, Software and Services, or any of them, or which contains advertising or any solicitation with respect to products or services, each as determined by DSI in its sole discretion. Client is also prohibited from using the Sites, or any of them, in any way that restricts or inhibits any other user of the Sites, or any of them, from using or enjoying the Sites, or any of them.

5. Other Use Restrictions.

   In accessing and using the Sites, Software and Services, or any of them, Client shall not:
   1. Engage in any illegal activities or use the Sites, Services and/or Software for any illegal purpose, including but not limited to, money laundering, terrorist financing, other illicit financial transactions, uses in violation of the CAN-SPAM Act of 2003, or uses in violation of any privacy laws;
   2. Engage in behaviors or activities that have the intention or effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing traffic, view counts, favorites or other metrics that DSI might use to sort search results;
   3. Access, use or utilize the Sites or Services from any country or jurisdiction sanctioned by the government of the United States or to facilitate transactions involving individuals or entities sanctioned by the government of the United States or located in sanctioned countries or jurisdictions;
   4. Carry out any financial activities subject to registration or licensing, including but not limited to creating, selling or buying securities, commodities, options or debt instruments, except in strict compliance with Applicable Law regarding the same;
   5. Create, sell or buy Virtual Items or other items that provide rights to participate in an MLM program, an Initial Coin Offering (ICO), an Initial Dex Offering (IDO) or any securities offering, or that are redeemable for securities, commodities or other financial instruments, except in strict compliance with Applicable Law regarding the same;
   6. Engage in price manipulation, fraud or other deceptive, misleading or manipulative activities;
   7. Buy, sell or transfer stolen items, fraudulently obtained items, items taken without authorization, counterfeit items, or any other illegally obtained items; or
   8. upon or violate the intellectual property rights or any other rights of others.

6. No Harmful Materials.

   Client shall refrain from uploading, posting, e-mailing, or otherwise transmitting to or through the Sites, Services or Software, or any of them, any messages, programs, or other materials (including but not limited to Trojan Horses, malware, spyware, viruses, worms, and the like) that contain software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of or perform any invasive measures upon any computer software or telecommunications equipment, or any other items that could damage, disable, overburden or impair the functioning of any computing environment or of the Sites, Services or Software in any manner.

7. Additional Rules of Use.

   DSI may enact and enforce reasonable rules of use as promulgated and amended from-to-time by DSI regulating the use of the Sites, Software and Services, or any of them, by all parties, including without limitation Client, and Client agrees to be bound by and to bind each of Client's customers and users to such rules. In the event of any conflict or inconsistency between these Terms and any such rules, these Terms shall govern and take precedence.

8. Means of Access to Services; Mobile Applications.

   In the event Client accesses the Services through one or more mobile software applications, Client shall be solely and exclusively responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that Client requires to download, install, use and utilize such software application(s) to access the Services. DSI does not warrant or guarantee that any particular software application can be accessed and used on any particular device or with any particular service plan. DSI does not guarantee that any particular software application or the Services will be available in any particular geographic location.

Client Account and Password; Client End User Access

For each account through which Client accesses the Sites, Software and Services (each a “Client Account”), Client shall receive a unique username and password associated with an administrative panel through which Client will access, implement and operate the corresponding Software. Each such password shall be encrypted in a DSI database with one-way encryption. In turn, with respect to each Client Account, Client will register Client's own customers and end users (collectively, “Client End Users”, and each a “Client End User”) and provide usernames and passwords (collectively, “Client End User Access Keys”, and each a “Client End User Access Key”) to such Client End Users as Client sees sit in order for such Client End Users to access, use and utilize features offered by Client to Client End Users by means of the Software and Services. Client may not claim a username or password in relation to the Sites or Services for the purpose of reselling it or otherwise engage in name squatting. Client may not bypass or ignore instructions that control access to the Services or Software, including without limitation by attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses or otherwise obfuscating the source of traffic User sends to the Sites. Except as expressly authorized under this Section 7, Client may not authorize any other person or party to access the Sites, Services or Software, or any of them, using Client's username and password; provided that Client shall have sole control and responsibility with respect to assignment, maintenance and security of, access to and sharing of Client End User Access Keys, and Client shall indemnify DSI in relation to the same under Section 20, below. Client acknowledges and agrees that Client shall be responsible for maintaining the confidentiality of the applicable username and password associated with each Client Account, and Client shall be liable for any consequences that may result from their disclosure, including but not limited to any resulting access to, use of, or modification of the Sites, Software and Services and access to, integrity of and loss of Client's data or of Client Content defined in Section 8(a), below. Client agrees to accept sole and full responsibility for all activities that occur under each Client Account, username and password, under each account of each Client End User, and under each Client End User Access Key, and DSI shall not in any way or manner be responsible or liable for any acts or omissions by Client, by any Client End User or by any party in connection with any Client Account, any Client username or password, or any Client End User account or Client End User access Key, or as a result of any Client Account or Client End User account being compromised. Client shall notify DSI immediately if Client discovers or otherwise suspects any security issues related to the Services, Software or any Client Account. DSI reserves the right to refuse service, terminate accounts, or remove or edit content, including without limitation Client Content, in DSI's sole and absolute discretion, subject to the remaining provisions of these Terms. Except as expressly authorized under this Section 7, Client's username, Client Account and password are non-transferable and may not under any circumstances be shared. Client agrees to (a) maintain all equipment necessary for Client's access to and use of the Sites, Software and Services, and for all Client End Users to use and utilize any features Client elects to offer by means of the Software and Services; (b) maintain the security of Client's account identification, username, password, Client Content, Client End User Access Keys and any other confidential information relating to Client's access to and use and utilization of the Sites, Software Services; and (c) take responsibility for all charges, debts and liabilities resulting from use of a Client Account or a Client End User account at or through the Sites, including without limitation those pertaining to any unauthorized use prior to Client notifying DSI of such unauthorized use and taking the legal steps to prevent its further occurrence by contacting DSI to change Client's username and password.

Client Profile Data and Content

1. Input and Maintenance.

   Client shall have the sole responsibility to input and maintain profile data at the Sites. In addition, DSI may require Client to provide additional information and documents in certain circumstances, such as at the request of any government authority, as anyApplicable Law dictates, or to investigate a potential violation of these Terms. In such cases, DSI, in its sole and absolute discretion,may disable a ClientAccount and block Client's ability to access the Services and Software until such additional information and documents are processed by DSI. If Client does not provide complete and accurate information in response to such a request, DSI may refuse to restore Client's access to the Client Account, Software and Services. Client shall maintain such information and documents, and his/her/its own proprietary content and profile data, including without limitation identifying information of Client End Users and0 features offered by Client to Client End Users by means of the Software and Services, provided and utilized in connection with the utilization of the Sites, Software and Services (collectively, “Client Content”), and take all actions necessary to ensure that Client Content, including without limitation all profile data, is maintained and up to date, in accordance with DSI's Privacy Policy for each applicable Site, which Privacy Policy is incorporated herein and integrated herewith by this reference. In the event of any conflict or inconsistency between such Privacy Policy and these Terms, such Privacy Policy shall govern and take precedence. DSI shall exercise reasonable efforts to secure Client Content stored at or through the Sites, and except as otherwise expressly provided in these Terms and DSI's applicable Privacy Policy, DSI shall not maintain, test or alter Client Content in any way. Except as otherwise expressly provided in these terms and DSI's applicable Privacy Policy, DSI does not warrant that any Client Content shall be maintained or up to date in any manner, and DSI shall not have any responsibility for any failure of Client to receive any Services or Software or related items as a result of Client's failure to maintain and update Client Content as appropriate. Specifically, Client shall remain solely responsible for all errors or problems in Client Content impacting the Sites or Services, or any of them, or the processing of any related transactions entered into by Client. Except as otherwise expressly provided in these Terms and DSI's applicable Privacy Policy, DSI does not warrant that any Client Content shall be made available to Client after the time period set forth in Section 8(b), below.

2. Return of Client Content.

   Client shall maintain a copy of all Client Content in an accessible way prior to termination of the corresponding Client Account and access by Client to the Sites, Software and Services. Any Client Content uploaded to the Sites shall be for the sole use by Client and DSI as set forth and contemplated under these Terms. Upon termination of a Client Account and access by Client to the Sites, Software and Services, Client shall have no further ability to access or use the Sites or any data Client may have stored thereat. DSI shall retain all Client Content stored at the Sites for a period of ninety (90) calendar days after termination of the corresponding Client Account and corresponding access by Client to the Sites, Software and Services, and during such ninety (90) day period, DSI shall work with Client to transfer a copy of such Client Content, as well as any Software purchased by Client, to other sites, systems and platforms, as requested and designated by Client. Upon the expiration of such ninety (90) day period, Client agrees that DSI may at its sole option purge all Client Content from the Sites; provided that if reasonably necessary to complete the transfer requested and designated by Client, DSI and Client may mutually agree to extend such ninety (90) day period, provided the transfer has commenced and proceeds diligently to completion.

Third Party Hosts

Client acknowledges that certain aspects, features and functions of the Sites, Software and Services shall reside in one or more third-party hosting companies' computing environment(s), which comprise both servers and telecommunications services, and that certain uses of the capabilities offered by the Sites, Software and Services may render the Sites, Software and Services inaccessible or may impair the performance of the computing environment(s) for Client and/or DSI's other clients and users. In the event of any such use by Client, DSI shall so notify Client, Client shall be obligated to put an immediate stop to such use, and Client shall notify DSI, in writing, that such use has ceased. In the event of Client's failure to put an immediate stop to such use, DSI reserves the right to suspend or terminate any Client Account(s) and access by Client to the Sites, Software and Services. In the meantime, in the event of any damage or delay suffered by Client that is caused by, arising from or resulting from any acts or omissions of any third-party hosting company, as opposed to DSI or a DSI Sub, Client agrees that DSI shall not be liable or responsible for such damage or delay, and Client agrees that its sole recourse in connection with such damage or delay shall be such third-party hosting company and/or said hosting company's insurers or sureties. DSI hereby assigns to Client any and all rights of DSI as to DSI's relationship with such hosting company for such purpose.

Third Party Content

The Sites may contain information, data, software, photographs, graphs, videos, typefaces, graphics, audio and other material (collectively “Site Content”). DSI does not control the Site Content supplied by parties other than directly by DSI. Any opinions, advice, statements, services, offers, and/or other information that constitute part of Site Content expressed or made available by third parties and not directly by DSI are those of the respective authors or distributors, and not of DSI. Neither DSI, nor any third party, including any third-party user of the Sites, or any of them, guarantees the accuracy, completeness, or usefulness of any Site Content not directly of DSI, nor its merchantability or fitness for any particular purpose. In many instances, the Site Content available through the Sites, represent the opinions and judgments of the respective operator or provider. DSI neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made on or at the Sites, or any of them, by anyone other than DSI, the authorized DSI Subs and DSI's authorized employees and independent contractors. Under no circumstances shall DSI be liable for any loss, damage or harm caused by Client's reliance on information obtained through the Sites, or any of them, other than information originated by DSI, which in any event is subject to Client's responsibility under Section 5, above. It is the sole responsibility of Client to evaluate the information, opinion, advice or other Site Content made available through the Sites.

Links to Other Sites

The Sites may reference or link to third-party websites throughout the Internet. DSI has no control over such third-party websites or the content within them. DSI cannot and does not guarantee, represent or warrant that the content contained in such third-party websites is accurate, legal or inoffensive. DSI does not endorse the content of any third-party website, nor does DSI warrant that any third-party websites will not contain viruses or otherwise impact Client's computer or computing environment. DSI does not assume any responsibility or liability for the actions, product, services, and content of all these and any other third parties. If Client chooses to link to or use a third-party website, Client should carefully review such third party's privacy statement or policy and other terms and conditions of use. By using the Sites, or any of them, to search for or link to another third-party website, Client agrees and understands that Client may not make any claim against DSI for any damages or losses, whatsoever, resulting from Client's use or utilization of the Sites, or any of them, to obtain search results or to link to another website.

Compensation

1. Orders.

   For each of the Services and Software, payment shall be made to DSI in the amount(s) and in the manner and timing as set forth in the corresponding Order. All compensation paid by Client is entirely non-refundable under any circumstances, all sales are final, and only exchanges and repairs are available as set forth under Section 17, below, subject to the further limitations set forth in Section 16 and Section 17, below.

2. Effect of Payment.

   Except as expressly provided in these Terms, any payment by Client to DSI under these Terms and a corresponding Order shall operate as a release of any claims that Client may be entitled to make in relation to Services or Software that are covered by such payment.

Confidentiality and Intellectual Property

In connection with these Terms, and Client's access to, order, receipt, purchase, use and utilization of the Sites, Software and Services, or any of them, DSI might provide, and Client might receive, certain “Confidential Information” concerning one or more businesses, products, materials and/or services of DSI (collectively, the “DSI Proprietary Items”), which DSI deems to be highly proprietary and valuable.

1. Scope of Confidentiality Protection.

   For the purposes of this Section 13, “Confidential Information” shall include all information, whether written or oral, that is prepared, uniquely known and/or provided by DSI, any affiliated person, founder, officer or director of DSI (including without limitation Karen Martinez, Daniel Cruz, Luis Ortega and Nummus International Holdings LLC), and/or any affiliate, parent, subsidiary, principal, member, officer, director, employee, agent, representative, predecessor, successor or assign of any of them, in each event excluding Client and any below-defined Client Party (collectively, the “DSI Parties”, and each a “DSI Party”), including without limitation that related to prospective development of the DSI Proprietary Items, or any of them, descriptions, compositions and features of the DSI Proprietary Items, or any of them, operational, logistical, financial, physical, legal and other practical requirements for the DSI Proprietary Items, or any of them, expected financial gains to be realized from the DSI Proprietary Items, or any of them, identities of parties potentially involved with the DSI Proprietary Items, or any of them, including without limitation actual and prospective vendors, service providers, contractors, consultants, distributors, suppliers, and other business partners of DSI related to the DSI Proprietary Items, or any of them, prospective impacts of the DSI Proprietary Items, or any of them, and other information related to the DSI Proprietary Items, or any of them, or DSI's ongoing or prospective involvement with the DSI Proprietary Items, or any of them, which is not readily available to the public. For the purposes of this Section 13, “Confidential Information” shall also mean (i) the contents of these Terms, with the understanding that the existence of these Terms and Client's general obligation of confidentiality hereunder may and should be disclosed to all third parties who seek or might receive any Confidential Information, (ii) all terms, conditions and features related to Client's access to, order, purchase, receipt, use and utilization of any Software and/or Services, and/or Client's offering of any features through the same to any Client End Users, (iii) all Intellectual Property, as defined in Section 13(c), below, (iv) non-public information related to any and all DSI Proprietary Items developed, performed or generated by or for DSI or any of the DSI Parties, and (v) proprietary information relating to the business, operations, methodologies, technologies, personnel, vendors, suppliers, service providers, customers, clientele, users, financial condition or procedures of DSI or any of the DSI Parties that is not generally known to the public and that, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary. Confidential Information shall include any information, whether or not labeled “confidential”, that by its nature could be deemed to be confidential, sensitive, privileged and/or proprietary information of DSI or any of the DSI Parties. Confidential Information may be disclosed orally, visually, and in written form (including but not limited to electronic or other media).

2. Limited License.

   Client shall disclose the Confidential Information, and Client may hereby use and utilize such Confidential Incorporation, solely as necessary to access, use and utilize the Sites and Confidential information to access, order, purchase, receive, use and utilize the Software and Services, each as expressly set forth in these Terms, and Client shall consider and utilize the Confidential Information solely for such purposes. DSI hereby grants to Client a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, fully paid, royaltyfree license, solely for the duration of the agreement set forth under these Terms, to access and make personal use of the Sites, the content thereof and the corresponding Confidential Information solely for such purposes, and to enforce any rights, duties or obligations under these Terms or to receive Client's benefits as set forth in there Terms. Such license does not include any of the following, each of which is strictly prohibited: (i) any resale or commercial use of the Sites, Services or Confidential Information or any contents thereof, or any of them, provided that Client may sublicense to Client End Users any Software that Client has purchased and use such Software for commercial purposes, subject to Client's sole and exclusive responsibility therefor and Client's obligation to indemnify and hold harmless DSI in relation to the same under Section 20, below; (ii) any collection and use of any materials posted by DSI at any of the Sites, or any listings, descriptions, features, qualifications or related information of DSI at the Sites; (iii) any derivative use of the Sites, Software or Services or contents thereof, except as provided in item (i) of this Section 13(b); (iv) any downloading or copying of account information for the benefit of another; or (v) any use of data mining, robots, cookies or similar data gathering and extraction tools. Neither Client nor any below-defined Client Party may resell, sublicense, assign or otherwise allow the use of the Sites, Services or Confidential Information by or for the benefit of any other person, entity or group without the express written approval of DSI, in DSI's sole and absolute discretion.

3. Intellectual Property.

   All Intellectual Property in any way related to any Confidential Information of DSI provided by DSI or any of the DSI Parties to Client is hereby acknowledged to remain in the exclusive possession of DSI, the applicable DSI Party, or the applicable licensor thereof (the “DSI Licensor”), as appropriate, and any rights to or interests in such Intellectual Property, or any permutation or derivation thereof, are hereby fully disclaimed, waived and renounced by Client in favor of DSI, the applicable DSI Party, or the applicable DSI Licensor, as appropriate, subject to the limited license provided in Section 13(b), above. For the purposes of this Section 13(c), “Intellectual Property” means all intellectual property owned, licensed (as licensee) or otherwise used by DSI and/or any of the DSI Parties, arising from or in respect of, or that might arise from or relate to, the following, whether protected, created or arising under the laws of the United States or any other jurisdiction, whether or not registered with any governmental authority: (i) all patents and applications therefor, including continuations, divisionals, continuations-in-part, reexaminations, or reissues of patent applications and patents issuing thereon (collectively, “Patents”), (ii) all trademarks (registered or common law marks), service marks, trade names, service names, brand names, trade dress rights, logos, domain names, Internet URL addresses, corporate names and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, and all applications, registrations and renewals thereof (collectively, “Marks”), (iii) all copyrights and registrations and applications therefor, works of authorship and mask work rights (collectively, “Copyrights”), (iv) all discoveries, concepts, ideas, research and development, know-how, formulae, inventions, compositions, manufacturing and production processes and techniques, technical data, data compilations, text information and materials, graphics, procedures, designs, drawings, specifications, databases, and other proprietary and confidential information, whether or not displayed, maintained or accessed on, at or through the Sites, or any of them, including without limitation lists and identifying information of Virtual Item features, creators and owners, Blockchain information, provider lists, vendor lists, user lists, customer lists, client lists, supplier lists, pricing and cost information, and business and marketing plans and proposals of DSI and/or any of the DSI Parties, in each case excluding any rights in respect of any of the foregoing that comprise or are protected by Marks, Copyrights or Patents, (v) all software, including all source code and open source code, and all related documentation; (vi) all artwork, designs, images, photographs or other content displayed, illustrated or otherwise used on or in connection with DSI's websites, including without limitation the Sites, or any websites of any of the DSI Parties or otherwise used in connection with DSI or any DSI Proprietary Items, and (vii) all other technology and know-how uniquely in the possession of DSI and/or any of the DSI Parties.

4. Restrictions Regarding Intellectual Property.

   Neither Client, nor any affiliate, parent, subsidiary, principal, officer, director, employee, agent, representative, predecessor, successor, assign, legal or financial advisor, contractor, consultant or customer of Client (including without limitation any Client End User), in each event excluding DSI, any applicable DSI Party and any applicable DSI Licensor (collectively, the “Client Parties”, and each a “Client Party”), may apply for a right in any Intellectual Property, or use or utilize any Intellectual Property for any purpose other than that provided under Section 13(b), above, except upon the express written consent of an actually authorized representative of DSI in the sole and absolute discretion of DSI, whether or not any Intellectual Property has been issued, registered, or in any other way afforded any rights by the United States Patent and Trademark Office, the United States Copyright Office, or other similar administrative agency. To the extent Client or any Client Party may claim any rights, direct, derivative or otherwise, related to any Intellectual Property, other than the limited license and Software rights provided under Section 13(b), above, Client hereby disclaims, and shall cause each Client Party to disclaim, such rights, and hereby assigns, and shall cause each Client Party to assign, such rights to DSI. Client agrees to execute and to cause each Client Party to execute, and in the alternative hereby grants to DSI, and shall cause each Client Party to grant to DSI, power of attorney to execute and record in Client's stead, and in each Client Party's stead as applicable, any and all documentation, including without limitation disclaimers and assignments of Intellectual Property rights, as necessary to document publicly, legally, and officially the exclusive ownership of all Intellectual Property by DSI, the applicable DSI Party, or the applicable DSI Licensor, as appropriate. Neither Client, nor any third party, may market, utilize, reuse or redistribute any Intellectual Property, except as authorized hereunder or except as approved in writing by an actually authorized representative of DSI. With the exception of the limited license and Software rights provided under Section 13(b), above, no license or other right of any kind in any Intellectual Property is granted or otherwise provided to Client, any Client Party or any thirdparty in relation to these Terms or Client's use of the Sites or Services, or any of them. Neither Client nor any Client Party may frame or utilize any framing techniques to enclose any DSI Intellectual Property or Confidential Information. Neither Client nor any Client Party may use any metatags or other hidden text utilizing DSI's Intellectual Property. Any unauthorized use terminates the permissions and license granted by DSI under Section 13(b), above, whereupon DSI may but is not obligated to terminate Client's access to the Sites, Software and Services. The Sites contain copyrighted material, trademarks and other proprietary information, which may include text, software, photos, video, graphics, music and sound. DSI owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. Neither Client nor any Client Party may modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Sites' content, in whole or in part. Except as otherwise expressly permitted under copyright law or expressly allowed herein, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express written permission of DSI. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. All rights are reserved by and for the benefit of DSI.

5. Restrictions Regarding Disclosure of Confidential Information to Third Parties.

   Client shall, and shall cause each Client Party to, hold the Confidential Information, whether delivered before or after the date hereof, in strict confidence and shall refrain from and cause each Client Party to refrain from: (i) providing, copying, disclosing, divulging or otherwise making available the Confidential Information to any other person or entity without the prior written consent of an actually authorized representative of DSI, in DSI's sole discretion; and (ii) removing or permitting to be removed from such Confidential Information any notice indicating the confidential nature of, or DSI's proprietary right in and to the Confidential Information. Client shall, and shall cause each Client Party to, exercise at least the same degree of care and protection with respect to the Confidential Information that Client or such Client Party, as applicable, would exercise with respect to Client's (or such Client Party's) own confidential, sensitive, privileged and/or proprietary information, which in no event shall be less than the highest level of care for the industry. Client shall, and shall cause each Client Party to, take all precautions necessary to ensure that the Confidential Information shall not be, or permitted to be, shown, copied or disclosed to other parties, except as expressly provided in this Section 13. In the event of written consent to disclose Confidential Information to any other party, Client shall, and shall cause each Client Party to, advise that other party of his/her/its obligations with respect to the Confidential Information, and have that party acknowledge in writing that the terms and conditions of this Section 13 and of Section 14 and Section 15, below, may be directly enforced by DSI against him/her/it as a condition to such disclosure. Client or the Client Party, as applicable, shall provide an original of such written acknowledgment to DSI, if so requested by DSI. In any event, Client or such Client Party, as applicable, shall disclose the Confidential Information to the other only as necessary for the purposes authorized in writing by an actually authorized representative of DSI. In addition, Client or such Client Party, as applicable, shall ensure that confidentiality notices are included on copies of Confidential Information so provided and shall account for the return or destruction of the Confidential Information and all reproductions thereof, if so requested by DSI. In any event, DSI consents to disclosure of Confidential Information by Client to any Client Party, or such Client Party's employees, contractors, consultants and advisers as necessary for the purposes set forth in Section 13(b), above, provided such disclosures are subject to the remaining requirements of this Section 13 and the requirements of Section 14 and Section 15, below.

6. Exception for Client Content.

   Any proprietary Client Content that is collected or generated through use or utilization of the Sites or Services, or any of them, shall be deemed confidential information of Client, which Client may freely use and disclose as Client sees fit, for any legal purpose. Client shall be solely responsible for the accuracy, quality, integrity, reliability, appropriateness, legality and intellectual property ownership or right to use all of the Client Content, and Client shall have indemnity obligations to DSI therefor and in relation thereto as provided in Section 20, below. Client represents and warrants that (i) Client has the appropriate authority, license or other rights to use all such Client Content and to provide such Client Content as contemplated in these Terms; (ii) Client has and will maintain all rights, consents and approvals required to grant to DSI the rights to access, use, adapt, display and modify Client Content in accordance with this Section 13(f) and will upon DSI's request provide proof of the same; and (iii) Client shall not knowingly infringe upon the intellectual or other proprietary rights of any third party. Client hereby grants to DSI a nonexclusive, irrevocable, transferable, perpetual, worldwide, royalty-free and fully paid-up license to access, use, adapt, display and modify any and all Client Content that is collected or generated through use and utilization of the Sites, Software and Services, or any of them, for any legal purpose, including without limitation to provide Services and Software to other clients and customers and to perform related services and other obligations under these Terms, to enforce these Terms, to analyze, transfer and use such Client Content in an aggregated form from which all personally identifiable information has been removed, for purposes of benchmarking system performance, preparing statistics, system metrics and other purposes, and to market the Sites, Software and Services and DSI's other products, services and endeavors, as well as the right to sublicense such rights to any holding provider and other third parties as necessary for DSI to do so or as may be reasonably necessary or appropriate in connection with the operation, maintenance, repair, updating, development, improvement or other activities of and through the Sites, marketing, manufacturing, distribution and sales or products and performance of services, functions and endeavors by DSI.

7. Ownership of Confidential Information.

   With the exception of Client Content as described in Section 13(f), above, and subject to the license set forth in Section 13(b), above, all Confidential Information, including reproductions thereof, shall be deemed to be and remain the exclusive property of DSI (or DSI Party or DSI Licensor, as appropriate), and no ownership rights of any kind in and to any Confidential Information are transferred hereby, hereunder or in connection herewith to Client, any Client Party or any third party. Client acknowledges that Client does not acquire any such ownership rights by accessing and utilizing copyrighted material or otherwise using the Sites or Services, or any of them. All rights are reserved.

8. Other Exceptions to Confidentiality.

   The foregoing obligations of confidentiality shall not apply to any Confidential Information, which: (i) is or becomes available to the public through no act or omission of Client, any Client Party or any party in violation of the terms and conditions of this Section 13 or any other confidentiality or non-disclosure agreement; (ii) was already known by Client at the time of the disclosure by DSI, as evidenced by Client's written records existing prior to the date of DSI's disclosure; (iii) is lawfully obtained from a person or entity other than DSI or Client without any obligation of confidentiality or non-disclosure; (iv) is approved for release by DSI's written authorization, but only to the extent of such authorization and subject to the further requirements set forth in this Section 13 and in Section 14 and Section 15, below; (v) is required by law or regulation to be disclosed to any person, but only: (A) to the extent and for the purposes of such required disclosure and (B) after first giving DSI reasonable notice of such required disclosure and reasonable opportunity to contest such required disclosure; (vi) is disclosed in response to a valid order of a court or other governmental body or any political subdivisions thereof, but only to the extent of and for the purposes of such order, and only if Client first promptly notifies DSI of the order and permits DSI to seek an appropriate protective order; or (vii) is developed independently for Client by personnel not having access to any of DSI's Confidential Information.

9. Reverse Engineering / Independent Development.

   Notwithstanding any other provision of this Section 13 or these Terms, Client shall not (and Client shall not use any third party to), and Client shall cause each Client Party not to (and not to use any third party to) reverse engineer, decompile, disassemble, or otherwise attempt to discern the design, structure, internal workings, or other technology incorporated in any of DSI's Confidential Information.

10. Restrictive Covenant.

    In consideration of any of DSI's Confidential Information, which Client will receive or have access to, in connection with the Sites, Software, Services and DSI Proprietary Items, Client shall not, and shall cause each Client Party not to use or utilize any Confidential Information to: (a) directly or indirectly sell to, solicit or divert, or attempt to sell to, solicit or divert any customer, client or business affiliate of DSI for the purpose of or with the result of (I) competing with DSI with respect to the Sites, Services or DSI Proprietary Items, or any of them, (II) altering, modifying, diverting or precluding the development of any DSI business relationship involving the Sites, Services or DSI Proprietary Items, or any of them, or (III) otherwise interfering with business transacted with DSI with respect to the Sites, Services or DSI Proprietary Items, or any of them; or (b) directly or indirectly solicit or attempt to solicit, encourage, induce or entice DSI's employees, contractors, suppliers or consultants to terminate or modify their employment, engagement or business relationship with DSI with respect to the Sites, Services or DSI Proprietary Items, or any of them.

11. Obligation to Notify and Assist.

    Client agrees to immediately notify DSI of any unauthorized use or disclosure of any of DSI's Confidential Information related to Client's possession of such Confidential Information or any other breach of this Section 13 and these Terms, and Client agrees to cooperate in every reasonable way to help DSI regain possession of any misused or mis-disclosed Confidential Information of DSI and prevent (or limit to the extent possible) its further unauthorized use or disclosure.

12. No Warranty.

    Except as clearly and expressly provided in this Section 13(k), all of DSI's Confidential Information is provided “as-is, where-is”. DSI makes no warranty, express or implied, regarding the timeliness, accuracy, performance or completeness of any of DSI's Confidential Information, except that to the extent DSI actually knows of or actually discovers any inaccuracies, errors or omissions in such information, DSI hereby warrants that it will promptly either correct or complete such information or report comprehensively and fully all inaccuracies, errors and omissions in such information.

Non-Circumvention

While these Terms remain in effect, and for a period extending three (3) years after the termination of any and all agreements under and in relation to these Terms, any and all Client Account(s) and Client's access to the Sites, Software and Services, during which the provisions of this Section 14 shall survive, Client hereby legally, wholly and irrevocably binds itself and guarantees to DSI that Client shall not, and Client shall cause each Client Party not to, directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, bypass or obviate DSI's interest or fee systems, or the interest or relationship between DSI and any third party, by means of any procedures, or any operators, providers, software developers, sellers, buyers, licensors, licensees, brokers, dealers, distributors, refiners, shippers, handlers, retailers, wholesalers, financial institutions, legal counsel, technology owners, manufacturers, contractors, subcontractors, consultants, sub-consultants, vendors, suppliers, other customers, clientele or other business relations, for the purpose or with the effect of changing, decreasing or avoiding, directly or indirectly, payments of established or to-be-established fees, commissions, compensation or consideration, or the continuance of pre-established relationships, including without limitation as between DSI and one or more such third parties, or to intervene in uncontracted relationships with existing or prospective providers,manufacturers, suppliers, distributors, shippers, handlers, sellers, retailers, wholesalers, licensors, licensees, buyers, customers, clientele or intermediaries or to initiate any buy/sell or any transactional relationship that bypasses DSI in favor of any other individual or entity or in favor of a direct relationship or arrangement between Client and any other party in connection with the subject matter of these Terms, the Services, the Software, the transactions contemplated under these Terms or any related future transaction, agreement, project or undertaking. Such agreement not to circumvent shall at all times include without limitation actions, transactions, undertakings or efforts by Client or any Client Party, or by any person or entity acting or purporting to act for or on behalf of Client or any Client Party, to bypass DSI in order to contract or do business directly with any operator, provider, software developer, manufacturer, supplier, seller, retailer, wholesaler, licensor, licensee, buyer, customer, client or other business relation of DSI, with respect to any business, transactions undertakings or other matters in which DSI acts and serves, or is at any time up to and including the end of the Restricted Period, intended to act and serve, as an intermediary, conduit or liaison between any seller, software developer, licensor, manufacturer, supplier, vendor, supplier or service provider, on one hand, and any buyer, retailer, wholesaler, licensee, customer, user or service recipient (including without limitation Client or any other user) on the other hand, all such efforts being categorically prohibited under these Terms and this Section 14.

Injunctive Relief

Client recognizes and agrees that a breach of any or all of the provisions of Section 13 and Section 14, above, will constitute immediate and irreparable harm to DSI's valuable business relations, for which damages cannot be readily calculated and for which damages and other remedies at law constitute an inadequate remedy. In the event Client or any Client Party attempts or threatens to violate its obligations under such Section 13 and/or Section 14, above, then notwithstanding anything to the contrary in Section 22, below, DSI shall have, in addition to any other remedies available to it, the right to injunctive relief enjoining any further breaches of such Section 13 and/or Section 14 without the necessity of proving actual damages. Such relief may be sought in any court of competent jurisdiction located in San Bernadino County, California, and Client, for himself/herself/itself and for each of the Client Parties, agrees to the personal jurisdiction of such courts for such purpose. Notwithstanding anything to the contrary in Section 22, below, should DSI or the DSI Parties, or any of them, have a viable claim for such injunctive relief, Client shall, and Client shall cause each of the Client Parties to, reimburse the DSI and the DSI Parties' reasonable costs and attorney's fees in connection with the same, regardless of whether DSI and the DSI Parties are ultimately successful in obtaining such injunctive relief.

Warranty Disclaimers

THE SITES, SOFTWARE AND SERVICES ARE PROVIDED AS IS, WHERE IS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED; PROVIDED THAT NOTHING IN THIS SECTION 16 SHALL SERVE AS A WAIVER OR DISCLAIMER OF ANY WARRANTIES OFFERED BY ANY DSI SUB OR THIRD PARTY HOST; AND PROVIDED, FURTHER, THAT IN NO EVENT AND UNDER NO CIRCUMSTANCE SHALL DSI BE DEEMED RESPONSIBLE OR LIABLE FOR ANY SUCH WARRANTIES OFFERED BY SUCH A DSI SUB OR THIRD PARTY HOST, IT BEING UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT CLIENT'S SOLE RECOURSE AS TO ANY SUCH WARRANTY SHALL BE EXCLUSIVELY AS TO SUCH DSI SUB OR THIRD PARTY HOST, AS THE CASE MAY BE. CLIENT ACCEPTS, USES AND UTILIZES THE SITES, SOFTWARE AND SERVICES AT CLIENT'S OWN KNOWING AND VOLUNTARY RISK, AND THESE TERMS PROVIDE NO SUCH WARRANTIES. TO THE EXTENT PERMITTED BY LAW, DSI HEREBY EXPRESSLY DISAVOWS, AND CLIENT HEREBY WAIVES AND DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATIONS, WHETHER ORAL, IN WRITING OR IN ELECTRIC FORM, EXPRESS OR IMPLIED. AMONG OTHER THINGS, NEITHER DSI NOR ANY OF ITS UNDERLYING DSI SUBS, INFORMATION PROVIDERS, LICENSEES, EMPLOYEES, OFFICERS, DIRECTORS, ASSIGNEES, OR AGENTS WARRANT THAT THE SITES, SOFTWARE AND SERVICES, OR ANY OF THEM, OR ANY INFORMATION PROVIDED VIA THE SITES: (a) WILL MEET THE REQUIREMENTS OR EXPECTATIONS OF CLIENT OR ANY CLIENT END USER; (b) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (c) WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, EQUIPMENT OR DATA; (d) WILL OPERATE IN THE COMBINATIONS THAT CLIENT OR ANY CLIENT END USER MAY SELECT FOR USE, OR THAT ALL ERRORS THEREIN WILL BE CORRECTED; (e) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (f) WILL GENERATE DATA OR OTHER RESULTS THAT ARE COMPLETE OR USEFUL FOR CLIENT'S PURPOSES OR FOR THE PURPOSES OF ANY CLIENT END USER. IT IS THE RESPONSIBILITY OF CLIENT TO EVALUATE THE COMPLETENESS OR USEFULNESS OF ALL DATA AND MATERIALS GENERATED THROUGH THE USE OF THE SITES, SOFTWARE AND SERVICES FOR CLIENT'S PURPOSES. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT DSI EXERCISES NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR, CLIENT OR ANY CLIENT END USER'S COMPLIANCE WITH ANY LAW OR REGULATION APPLICABLE TO SUCH PERSON OR ENTITY.

Limitation of Liability

DSI SHALL HAVE NO LIABILITY FOR UNAUTHORIZED THIRD-PARTY ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, ANY INFORMATION CONTAINED AT THE SITES OR TRANSMITTED THROUGH THE SERVICES OR SOFTWARE, OR ANY OF THEM, THROUGH ACCIDENT OR THROUGH FRAUDULENT OR WRONGFUL MEANS OR DEVICES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL DSI, ANY DSI PARTY OR ANY OF DSI'S SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSORS OR LICENSEES, BE LIABLE TO CLIENT, ANY CLIENT END USER OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING IN ANY WAY FROM ANY OF THE SITES, SOFTWARE AND SERVICES, AND/OR ANY CONTENT OR MATERIALS PROVIDED ON, AT OR THROUGH THE SITES, SOFTWARE AND SERVICES, OR ANY OF THEM, OR THE USE OF THE INFORMATION OR THE RESULTS OF THE USE OF THE INFORMATION PROVIDED ON, AT OR THROUGH THE SITES, SOFTWARE AND SERVICES, OR ANY OF THEM, EVEN IF EACH IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN THE EVENT OF DSI'S RECKLESS OR INTENTIONALLY WRONGFUL CONDUCT, DSI'S LIABILITY SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED THE RESPONSIBILITY TO CORRECT KNOWN AND DISCLOSED DEFECTS OF THE SITES, SOFTWARE AND SERVICES AND/OR ANYMATERIALLY DEFECTIVE CONTENT OR MATERIALS AT DSI'S EXPENSE. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE LIMITATIONS OF LIABILITY UNDER THIS SECTION 17 SHALL APPLY IN ALL EVENTS AND UNDER ALL CIRCUMSTANCES, WITH THE ONLY EXCEPTION BEING TO THE EXTENT SUCH LIABILITY CANNOT BE SO LIMITED OR EXCLUDED BY APPLICABLE LAW. IN JURISDICTIONS WHERE ANY SUCH LIMITATIONS ARE PROHIBITED, THOSE THAT ARE NOT PROHIBITED SHALL REMAIN IN FULL FORCE AND EFFECT, AND THE MAXIMUM DAMAGES AND TOTAL AGGREGATE LIABILITY OF DSI SHALL NOT EXCEED THE STATUTORY LIMIT.

Jurisdictional Limitations and Acknowledgment

NOTE THAT SOME JURISDICTIONS EITHER DO NOT ALLOW OR OTHERWISE LIMIT THE PERMISSIBLE SCOPE OF DISCLAIMERS AND LIMITATIONS SUCH AS THOSE APPEARING IN THE TWO PRECEDING SECTIONS. ACCORDINGLY, SOME OF THE LIMITATIONS AND DISCLAIMERS APPEARING THEREIN MAY NOT APPLY TO YOU. IF CLIENT IS A CALIFORNIA RESIDENT, OR IF ANY SERVICES OR ITEMS ARE TO BE DELIVERED IN OR TO CALIFORNIA, THEN BY AGREEING TO THESE TERMS, CLIENT IS WAIVING CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES THAT “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT ANY TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”. THE LIMITATIONS OF LIABILITY IN THESE TERMS SHALL BE CONSIDERED INAPPLICABLE ONLY TO THE EXTENT SUCH LIABILITY CANNOT BE SO LIMITED OR EXCLUDED BY APPLICABLE LAW. IN JURISDICTIONS WHERE ANY SUCH LIMITATIONS ARE PROHIBITED, THOSE THAT ARE NOT PROHIBITED SHALL REMAIN IN FULL FORCE AND EFFECT, AND THE MAXIMUM DAMAGES AND TOTAL AGGREGATE LIABILITY OF DSI SHALL NOT EXCEED THE STATUTORY LIMIT. CLIENT AND DSI ACKNOWLEDGE THAT THEY HAVE REACHED AGREEMENT ON BASE COMPENSATION AND OTHER CHARGES SET FORTH IN THESE TERMS IN RELIANCE ON THE DISCLAIMERS OF WARRANTY AND LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THESE TERMS AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE CLIENT AND DSI. SECTION 16 AND SECTION 17 OF THESE TERMS ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN DSI, ON ONE HAND, AND CLIENT, ON THE OTHER, AND ARE VIEWED BY SUCH PARTIES AS AN INTEGRAL PART OF THE BUSINESS ARRANGEMENT BETWEEN THEM. THE PROVISIONS OF THESE TERMS REFLECT THIS ALLOCATION OF RISK AND THE LIMITATIONS SPECIFIED HEREIN. EACH OF CLIENT AND DSI HAS A DUTY TO MITIGATE THE DAMAGES AND LOSSES THAT WOULD OTHERWISE BE RECOVERABLE FROM THE OTHER PURSUANT TO THESE TERMS (INCLUDING UNDER ANY INDEMNITY) BY TAKING APPROPRIATE AND COMMERCIALLY REASONABLE ACTIONS TO REDUCE OR LIMIT THE AMOUNT OF SUCH DAMAGES OR LOSSES.

Force Majeure

DSI shall not be liable or responsible in any way for any failure or delay in performance or delivery, or for any damage to Client, caused by or attributable to, in whole or in part, any factor beyond DSI's control, including without limitation strikes, riots, wars, fires, acts of God, diseases, viruses, bacteria, health emergencies or situations as declared by a generally recognized governmental or scientific authority, acts of compliance with any law or regulation, acts or omissions of third parties for which DSI is not legally responsible, and/or any other factor that could be characterized as a force majeure event.

Indemnification

Client agrees to indemnify, defend, and hold harmless DSI, and each of the DSI Parties, and defend any action brought against the same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorney's fees, to the extent that such action is based upon a claim that: (a) if true, would constitute a breach of any of Client's representations, warranties, or agreements hereunder; (b) arises out of Client's negligence, willful misconduct, or other breach of these Terms; (c) arises out of, is related to, is caused by or is attributable to Client's offer, sale, provision, operation or implementation of any features, for Client End Users or otherwise, by or through any Software or Services; and/or (d) arises out of, relates to, is caused by or is attributable to any Client End User's access to, consideration, sale, purchase, acquisition or disposition of, participation in, transaction in or interaction with anyMLMprograms, Virtual Items or Blockchains; each except to the extent arising out of DSI's willfulmisconduct ormaterial breach of these Terms.

Governing Law

THESE TERMS, AND THE RIGHTS AND OBLIGATIONS HEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE UNITED STATES AND THE STATE OF WYOMING, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS.

Dispute Resolution

To the extent that Client and DSI are unable to resolve any disputes or controversies arising out of or relating to these Terms, or the performance, breach, validity, interpretation or enforcement of these Terms, or any transactions contemplated under these terms, or any subject matter of these Terms (each, a “Dispute”), all such Disputes will be submitted to a mediator located in San Bernadino County, California prior to any arbitration or other action. The mediator's fees and expenses shall be shared equally by Client and DSI, who agree to exercise their best efforts in good faith to resolve all disputes in mediation. Mediation begins on the date one party sends written notice to the other requesting mediation and presenting in the notice the matter to be mediated. Mediation shall conclude when both parties sign an agreement that resolves the subject of the mediation. If no agreement is reached within sixty (60) calendar days after the date of the original written notice, the mediation is considered unsuccessful. In the event any Dispute cannot be settled by Client and DSI informally or through mediation, the matter in controversy or dispute shall be resolved by binding confidential private arbitration before a mutually agreeable arbitrator in San Bernadino County, California. In the event the parties cannot agree on an arbitrator, the presiding judge of the Superior Court of San Bernadino County, California, shall decide who the arbitrator shall be. The decision of the arbitrator will be final and binding on the parties to such proceeding. CLIENT HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY. In any arbitration or other proceeding related to a Dispute, the prevailing party shall be entitled to reimbursement of such party's reasonable costs and attorney's fees. Otherwise, the arbitrator shall have the discretion to enter any award permissible under applicable law, and such award shall be enforceable exclusively in a state or federal court of competent jurisdiction in San Bernadino County, California.

Entire Agreement

These Terms, together with any applicable Privacy Policy and other policies of DSI referenced in these Terms, contain the entire understanding and agreement between DSI and Client with respect to the subject matter hereof and supersede all prior agreements and understandings, express or implied, oral or written, among such parties with respect to the subject matter hereof. There are no promises, terms, conditions, or obligations between Client and DSI other than those contained (t)herein.

Notices

Notices to DSI provided in connection with these Terms shall be sent via verifiable e-mail to [email protected]. Notices to Client provided in connectionwith these Terms shall be sent via verifiable e-mail to Client's e-mail address most recently listed by Client with Client's profile data. DSI and Client may provide for alternative notice by providing notice as set forth in this Section 24.

Number and Gender; Captions

Whenever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender shall include each other gender where appropriate. The captions, headings and arrangements used in these Terms are for convenience only and do not in any way affect, limit or amplify the provisions hereof.

Invalid Provisions

If any provision of these Terms, or of any Order, Privacy Policy or rules referenced in these Terms, is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable; these Terms, and each of the Orders, Privacy Policies and rules referenced in these Terms, shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part (t)hereof; and the remaining provisions of these Terms and the Orders, Privacy Policies and rules referenced in these Terms, shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or its severance from these Terms or the Orders, Privacy Policies or rules referenced in these Terms, as applicable. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part hereof a provision as similar in terms, but in any event no more restrictive than, such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

NoWaiver

Failure on the part of DSI to complain of any act or failure to act of another party or to declare another party in default, irrespective of how long such failure continues, shall not constitute a waiver by DSI of its rights hereunder. Any waiver by DSI of any default of another party shall not affect or impair any right arising from any other or subsequent default. Nothing herein shall limit DSI's remedies and rights under and pursuant to these Terms.

Survival

The requirements of Section 13 through Section 22 of these Terms shall survive the termination of any and all agreements under and in relation to these Terms, any and all Client Account(s) and Client's access to the Sites, Software and Services.

BY CLICKING AGREEMENT AS PROVIDED AT THE SITES, CLIENT AND THE NATURAL PERSON CLICKING AGREEMENT ON BEHALF OF CLIENT, AS THE CASE MAY BE, AND EACH OF THEM, UNDERSTAND, ACKNOWLEDGE AND CONFIRM THAT CLIENT AND SUCH NATURAL PERSON, AND EACH OF THEM, HAVE READ THESE TERMS TO COMPLETION, FULLY UNDERSTAND ALL PROVISIONS HEREIN, UNDERSTAND THAT CLIENT HAS GIVEN UP SUBSTANTIAL RIGHTS BY AGREEING TO THESE TERMS, AND ACCEPT AND AGREE TO BE BOUND BY THESE TERMS, EACH FREELY AND VOLUNTARILY, AND WITHOUT ANY UNDUE INFLUENCE. CLIENT AND SUCHNATURAL PERSON, AND EACH OF THEM, UNDERSTAND, ACKNOWLEDGE AND AGREE THAT SUCH PARTIES HAVE RECEIVED VALUABLE CONSIDERATION IN RELATION TO THEIR ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THESE TERMS, WHICH CLIENT AND SUCH NATURAL PERSON, AND EACH OF THEM, UNDERSTAND TO BE A PREREQUISITE TO THEIR ABILITY TO ACCESS AND RECEIVE THE SERVICES AND SOFTWARE MADE AVAILABLE AT AND THROUGH THE SITES, AND TO USE AND UTILIZE THE SITES, SOFTWARE AND SERVICES. FINALLY, CLIENT AND SUCH NATURAL PERSON, AND EACH OF THEM, UNDERSTAND, ACKNOWLEDGE AND AGREE THAT THESE TERMS, TOGETHER WITH THE PROVISIONS AND CONDITIONS OF ANY DOCUMENTS AND AGREEMENTS INCORPORATED HEREIN AND INTEGRATED HEREWITH BY REFERENCE, SHALL BE OF FULL FORCE AND EFFECT AS TO ANY AND ALL SUCH ACTIVITIES, WITHOUT REGARD TO THE DATE OR TIMING OF ANY SUCH ACCESS, PARTICIPATION, PURCHASE, USE OR UTILIZATION. CLIENT CERTIFIES THAT CLIENT OR SUCH NATURAL PERSON, AS APPLICABLE, IS AT LEAST 18 YEARS OF AGE AND OF SOUNDMIND AND FULL CAPACITY TO ENTER INTO AND BE BOUND BY THESE TERMS AND TOBIND CLIENT TOTHESE TERMS, AS THE CASEMAY BE. BY CLICKING AGREEMENT AS PROVIDED AT THE SITES, CLIENT HEREBY UNDERSTANDS, ACKNOWLEDGES AND CONFIRMS THAT AT ALL RELEVANT AND APPLICABLE TIMES, ALL REPRESENTATIONS, WARRANTIES AND COVENANTS OF CLIENT PROVIDED IN THESE TERMS ARE ACCURATE AND COMPLETE, AND DSI SHALL HAVE THE RIGHT TO RELY ON THE SAME IN FULL.