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TERMS OF USE

This agreement (the "Agreement") is entered into by and between you ("you") and Driver Digital, Inc. ("Driver") regarding your use of all aspects of the Service . By using the Service, you consent to be bound by these terms and conditions. Unless otherwise explicitly specified, all non-Driver Ads & Services offered by Driver are governed by the Driver Terms of Service.

DEFINITIONS
  1. "Activities" methods that are intended to inflate clicks or impressions, the display of any Advertisements in pop-ups, pop-unders, exit windows, expending buttons, animation or other similar methods, or the placement of Advertisements on unapproved websites, in emails or any other location which has not been approved by Company.
  2. "Advertiser" means any Person engaged in creating, placing, or utilizing Advertisements, including but not limited to any direct advertiser, advertising agency or marketing representative.
  3. "Advertisements" means any pre-roll video, companion banner or video banner overlay advertisements or sponsorships that appear on or in or near a flash game, mobile application or mobile site displayed on the Property and that promotes the availability of any third-party products, services or merchandise including any advertisements sold through third-party advertising networks.
  4. "Advertising Revenue" means all revenue recognized from Advertisements sold by Company for the Property net of taxes and duties (other than taxes based on Company’s income), applicable third party commissions, customer refunds, credits, bad debts and other standard deductions. Unless otherwise provided in this Agreement, Advertising Revenue shall be recognized as and when the associated Advertisements are displayed on the Property.
  5. "Commission" means the amount of money that the Company has to pay __________ for its Content.
  6. "Content" means a flash or mobile game; webpage, video unit or player where Driver might run an advertisement.
  7. "Creative" means an ad or advertising material not limited to banners, popups, pop-unders.
  8. "Impression" means an individual, corporation, partnership, limited partnership, limited liability company, advertising agency, syndicate, person, trust, association or other entity.
  9. "Person" means all revenue recognized from Advertisements sold by Company for the Property net of taxes and duties (other than taxes based on Company’s income), applicable third party commissions, customer refunds, credits, bad debts and other standard deductions. Unless otherwise provided in this Agreement, Advertising Revenue shall be recognized as and when the associated Advertisements are displayed on the Property.
  10. "Property" means the website or mobile application located at the URL which is the subject matter of this Terms of Use, including any and all extensions of such URL, subdomains of such URL and mobile versions thereof.
  11. "Publisher" means owner or creator of the website or mobile application which is the subject matter of this Terms of Use.
  12. "Publisher’s Compensation" means Advertising Revenue less Company’s Commission and Serving Fees.
  13. "Serving Fees"means an instance in which a person viewing the Publisher Website, as identified by cookie or IP address, clicks on Advertisements, as measured by Driver (provided however, that a click on a specific Display Advertisement by a particular person shall only be counted as a Unique Click once every 1-hour period.)
  14. "Unique Click"means all revenue recognized from Advertisements sold by Company for the Property net of taxes and duties (other than taxes based on Company’s income), applicable third party commissions, customer refunds, credits, bad debts and other standard deductions. Unless otherwise provided in this Agreement, Advertising Revenue shall be recognized as and when the associated Advertisements are displayed on the Property.
  15. "User Content"is content that is generated by you.
Service

Driver has developed www.gameroll.io (the ‘Website’) and the GameRoll Advance, Swap and Spread services to provide online game-related services to user who deliver and publish games (collectively, the ‘Service’). This Service is available to you through a personal computer or other access device, via the Website using an internet connection or modem using the software made available to you through Driver ("Driver Software") and the guidelines provided on the Website. Driver reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Driver shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Service.

Eligibility

By using the Service, you represent and warrant that:

  1. You are either at least 18 years of age or older and you have legal capacity to agree to these terms and conditions set forth; you are between the ages of 13 and 17 and have legal capacity to agree to these terms and conditions because your parent or legal guardian has authorized you to do so; or you are an individual entering this agreement on behalf of an entity and you are authorized to bind the entity to this agreement
  2. All registration information you submit is accurate and truthful.
  3. You will maintain the accuracy of such information going forward.
  4. The use of this service does not violate any applicable law or regulation.

Your account, profile, and all associated Content may be deleted and your membership may be terminated without warning if Driver believes that you are in breach of any of the foregoing representations and warranties. DRIVER RESERVES THE RIGHT TO REFUSE PARTICIPATION TO ANY APPLICANT OR USER AT ANY TIME IN ITS SOLE DISCRETION.

Service Access

Subject to your compliance basis with all the terms and conditions of this Agreement, Driver hereby grants you permission to use the Service only as set forth in this Agreement and provided that:

  • You will be responsible for obtaining or providing all connectivity and computer equipment or access devices necessary to access the Service;
  • You will otherwise comply with this Agreement, including the Privacy Policy;
  • You will not copy or distribute any part of the Website or Service in any medium without Driver’s authorization;
  • You will not alter or modify any part of the Website or Services other then as expressly authorized;
  • You will not circumvent, disable, violate or attempt to violate, or otherwise interfere with the security or integrity of the Website or Service, the proper operation of the Website or Service, or interfere with any activity being conducted on the Website or Service;
  • You will not post content or items in an inappropriate category or areas on the Site;
  • You understand that Driver may, in its sole discretion, cancel any offer or remove any Content (as defined below) posted on the website if it believes there is evidence supporting violation of these terms;
  • You will not distribute or post spam, chain letters, pyramid schemes, viruses or any other technologies that may harm Driver l, or the interests or property of Driver users;
  • You will not harvest or otherwise collect information about Content, or users, including email addresses, without their consent;
  • You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your use of the Service;
  • You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Service in a manner that sends more request messages to the Driver servers in a given period of time than a single human can reasonably produce in the same period by using a conventional on-line web browser;
  • You agree not to collect or harvest any personally identifiable information, including account names, from the Service, nor to use the communication systems provided by the Service for any commercial solicitation purposes;
  • You agree that your Content both will not contain restricted or password only access pages or hidden pages or images; and
  • You will not violate any laws, third party rights, or our policies;

Driver reserves the right in its sole discretion to block access or discontinue services to offenders, and to investigate and take appropriate legal action against anyone who, in Driver sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities.

Account, Password and Security.

You will receive a password and account designation upon completing the Service’s registration process. You may never use another's account, username or password without permission. When creating your account, you must provide accurate and complete information. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Driver of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Driver shall not be liable for any loss or damage arising from your failure to comply with this Section or any use of your password or account whether authorized by you or not. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Driver immediately of any breach of security or unauthorized use of your account. While you may be required to expressly accept or reject these Terms of Service when you register; you agree that any requirement that you do so does not in any way vitiate your assent to comply with the Terms of Service. Although Driver will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Driver or others due to such unauthorized use.

Links and Frames.

The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Your use of other sites or resources are governed by terms on or related to such sites or resources. Use of such sites or resources is at your own risk. Because Driver has no control over such sites and resources, you acknowledge and agree that Driver is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Driver shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

Intellectual Property Rights
Content

The content on the Website and available through the Service, including without limitation, the games, text, software, scripts, graphics, files, images, photos, sounds, music, videos, advertisements, interactive features and the like (collectively "Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Driver, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Driver reserves all rights not expressly granted in and to the Service and the Content. You agree to not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any other purposes whatsoever any Content, including, but not limited to, image, audio, and visual content, Marks, third party User Content, or other proprietary rights not owned by you in violation of this agreement. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein.

Driver Ads Software and Content

The Driver Ad Player & Software is owned by Driver. Driver grants you a limited, revocable, non-exclusive, license to redistribute the Driver Ads Software and Content available on the Open Feed solely in conjunction with the Service consistent with this Agreement and the Guidelines. You may not sublicense, modify, resell, redistribute, reverse engineer or otherwise manipulate the Driver Ad Player & Software or Service. Except as expressly provided for in this Section, you are not granted any other rights, title or interest in the Driver Ads Software or Service. You shall not copy any the Driver Ad Player & Software or Content except as set forth herein. Any copy of the Content, the Driver Ad Player & Software or Service that you make must contain the same copyright and other proprietary notices that appear on or in the Driver Ad Player & Software.

Advertising
ADVERTISEMENT SALES.

Publisher hereby grants Company the worldwide right to negotiate and sell Advertisements on the Property to Advertisers and filter Advertisements to the Property through its Advertisement tags. Publisher hereby grants Company a nonexclusive license during the Term to use Publisher’s trademarks and logos and images of the Property solely in connection with exercising the foregoing rights. Company is solely responsible for, and has final authority on, decisions related on how to sell Advertisement inventory, including packaging, pricing, promotional offers, and all other related deal terms. Publisher recognizes and agrees that Company does not control the content of Advertisements and that if an Advertisement is determined by Publisher to be offensive, Publisher’s sole recourse shall be reject or to remove or cause to be removed the offending advertisement and Company shall cooperate in the removal.

BILLING AND COLLECTION; PAYMENTS.

Company will generate monthly statements to Advertisers and use commercially reasonable efforts to collect its Advertiser accounts receivable; provided, however, that Company is not obligated or required to bring any lawsuit or utilize any collection services to recover same. Notwithstanding the foregoing, Publisher agrees and acknowledges that Company shall have no liability or other obligation to Publisher with respect to any uncollected accounts receivable. Company shall pay Publisher’s Net Revenue within (45) business days of the last day of the month in which the associated Advertising Revenue has been collected by Company from the Advertiser, provided, however, that no check will be issued for any amount less than Two Hundred Fifty Dollars ($250 U.S). To the extent Company elects to pay Publisher prior to Company receiving the applicable Advertising Revenue, Company reserves the right to debit Publisher’s account in the event of bad debt. All payments will be made in U.S. dollars. All unpaid earnings will rollover to the next pay period. Each party is responsible for paying any taxes, duties or fees relating to this Agreement for which such party is legally responsible.

COMPENSATION.

Subject to payment by Company to Publisher of Publisher’s Compensation, all Advertising Revenue, and all accounts receivable and proceeds thereof arising from the sale of Advertisements on the Property by Company shall belong exclusively to Company. With respect to all Advertising Revenue, Company shall pay a fee to Publisher in an amount equal to Publisher’s Compensation. Publisher’s Compensation shall be fifty percent (50%) of net Advertising Revenue.

c) Withholding Payment Driver reserves the right to withhold payment from Publisher if Publisher has engaged in activity that is deceptive or fraudulent in nature as determined by Driver in its sole discretion. Examples of such deceptive or fraudulent acts may include, without limitation, clicks without referring URLs, extraordinary high numbers of repeat clicks, and clicks from non-approved root URLs. In addition, , in no event may more than five percent (5%) of Unique Visitors for any payout calculation come from one IP address. Impressions that are served but are not received due to end user blocking technology or software (e.g., pop-up blocking software) shall not count towards any payout calculation.

d) Taxes. Driver assumes no responsibility for paying income taxes on behalf of Publisher. By agreeing to this Terms of Use, Publisher assumes complete and sole responsibility for any taxes owed as a consequence of such participation and agrees to indemnify and hold Driver harmless from any such taxes. Driver shall provide Publisher with appropriate tax information, including earnings on Form 1099 as required by applicable law. If Publisher resides in the United States, then Publisher agrees to provide its Social Security number or Federal Employee Identification Number and any other reasonable information to Driver for tax reporting purposes. Such information will be used for no purpose other than for tax reporting purposes. If Publisher resides outside of the United States, then Publisher may be asked to complete appropriate forms for tax purposes and agree to accurately complete such forms. Driver may withhold payment from Publisher in the event that Publisher does not provide accurate tax information or complete any necessary tax or reporting forms, as determined in Driver's sole and absolute discretion.

IMPLEMENTATION; MAINTENANCE OF PROPERTY; REDIRECTION.

(a) Publisher shall implement such technical requirements as Company shall request for the purpose of serving Advertisements on the Property.

(b) Publisher shall be obligated to implement the Advertisement code for all advertisement(s) sold by Company in accordance with the instructions of any insertion order, inventory purchase order or other instructions conveyed by Company. Publisher’s obligation to implement the Advertisement code for all Advertisements sold by Company prior to expiration or termination of this Agreement shall survive the expiration or earlier termination of this Agreement.

(c) Publisher shall maintain the Property in accordance with industry best practices. Publisher acknowledges that Company has no responsibility to review the content of the Property. The Property shall not contain, or contain links to, content promoting the use illegal substances; pornography; content promoting illegal activity, racism, hate, "spam," mail fraud, pyramid schemes, or investment opportunities or advice not permitted by law; or content that is libelous, defamatory, contrary to public policy, or otherwise unlawful. Company shall not be liable to Publisher for any Publisher’s Net Revenue arising out of activity that is deceptive or fraudulent in nature and Publisher shall not directly engage in any fraudulent activity (e.g. activities that are intended to inflate clicks or impressions, the display of any Advertisements in pop-ups, pop-unders, exit windows, expending buttons, animation or other similar methods, or the placement of Advertisements on unapproved websites, in emails or any other location which has not been approved by Company). If Company discovers fraudulent activity after payment of Publisher’s Net Revenue has been made that derives from such activity, Company may at its option offset the amount of such payment against any future payments to Publisher or, at Company’s written request, Publisher shall immediately repay such payment in full to Company.

(d) If Publisher redirects the domain pointer to another URL, transfers all a part of the content on any Property to another URL, or otherwise directly or indirectly converts, transfers, replaces, substitutes or migrates all or part of the Property to another URL, such other URL shall thereafter be included within the definition of Property for purposes of this Agreement.

REVERSE ENGINEERING.

Publisher agrees not to directly or indirectly, reverse assemble, decompile, reverse engineer or otherwise attempt to derive source code or object code or the underlying ideas, algorithms, structure or organization of the Services or Software

REPRESENTATIONS AND WARRANTIES OF PUBLISHER.

Publisher represents and warrants that (a) use of the Property by Company or any of Company's Advertisers will not infringe upon any third party intellectual property rights, including, without limitation, trademarks, patents, copyrights, rights of publicity, moral rights, music performance or other music-related rights, or any other third-party right, (b) the Property does not and will not contain any content which violates any applicable law or regulation, (c) it has all necessary rights and authority to enter into this Agreement (d) the execution of this Agreement and performance of its obligations under this Agreement does not violate any other agreement to which it is a party, and (e) this Agreement constitutes a legal, valid and binding obligation when executed and delivered.

REPRESENTATIONS AND WARRANTIES OF COMPANY

Company represents and warrants that (a) it has all necessary rights and authority to enter into this Agreement, (b) the execution of this Agreement and performance of its obligations under this Agreement does not violate any other agreement to which it is a party, and (c) this Agreement constitutes a legal, valid and binding obligation when executed and delivered.

INDEMNIFICATION.

Each party agrees to indemnify, defend and hold harmless the other from and against any and all third party claims, causes of action, demands, costs, liabilities, and/or damages (including reasonable attorney’s fees and expenses) arising out of or in connection with any breach by such party of this Agreement, including without limitation sections 7 and 8.

LIMITATION OF LIABILITY; DISCLAIMERS.

OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 6 AND 7, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT. THE SERVICES PROVIDED BY COMPANY HEREUNDER ARE ON AN "AS IS" BASIS AT PUBLISHER’S SOLE RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BOTH PARTIES EXPRESSLY DISCLAIM (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND (II) ANY WARRANTY REGARDING THE SERVICES PROVIDED BY COMPANY HEREUNDER OR THE RESULTS OF SUCH SERVICES, INCLUDING, BUT NOT LIMITED TO, THEIR CORRECTNESS, QUANTITY, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, PERFORMANCE, TIMELINESS OR CONTINUED AVAILABILITY. COMPANY MAKES NO GUARANTEE REGARDING THE NUMBER, QUALITY OR CONTENT OF ANY ADVERTISEMENTS OR THE TIMING OF DELIVERY OF SUCH ADVERTISEMENTS. EXCEPT AS PROVIDED IN THIS AGREEMENT WITH RESPECT TO EACH PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS SECTION 10, NEITHER COMPANY OR PUBLISHER SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES. OTHER THAN WITH RESPECT TO ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS SECTION 10, COMPANY’S LIABILITY UNDER THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE AMOUNT OF THE PUBLISHER’S COMPENSATION OWED TO PUBLISHER BY COMPANY UNDER THIS AGREEMENT AND UNDER NO CIRCUMSTANCES SHALL IT EXCEED SUCH AMOUNTS.

PRIVACY.

Company and/or some of its advertising partners use third-party advertising companies ("Ad Serving Services") to serve Advertisements on partner websites. These third-party advertising companies may employ cookie technology to measure Advertisement effectiveness and may collect information about user visits to the Property. As a condition of Company’s entrance into this Agreement, Publisher represents that the Property at all times will feature, an easy-to-understand privacy policy, linked, at a minimum, conspicuously from the Property’s home page(s), with a link that contains the word "Privacy," that (a) properly discloses the use of the Ad Serving Services in accordance with applicable law (including industry self-regulation or standard practices proposed by organizations such as the Network Advertising Initiative, Privacy Alliance or TRUSTe), including, without limitation, (i) the use of third party advertising technology, (ii) the data collection and other uses of the Ad Serving Services, and (iii) any reporting and/or targeting activities, and (b) offers the user an opportunity to opt out from such collection and use via a live hyperlink to an opt out service such as the Network Advertising Initiative http://www.networkadvertising.org/managing/opt_out.asp.

IASH.

Advertisers in various territories require websites to represent compliance with the terms and conditions of certain government bodies or private organizations. Company sales efforts in those territories require compliance with certain standards as set by organizations such as "IASH" (for AU and the UK) or related organizations such as the "IAB" (in Canada and the United States) or such other organization as is or may subsequently be established (together, the "Ad Organizations"). Publisher agrees to make, and observe the requirements of, such representations. Publisher understands that terms required by these Ad Organizations may be updated and/or revised from time to time and Publisher agrees to such updated or revised terms as they may be communicated to Publisher from time to time, via email, public posting or in a separate signed agreement. Publisher agrees to promptly return any supplementary agreement request of it by Company relating to compliance with such terms or conditions as may be established by Ad Organizations.

CONFIDENTIALITY

Each undersigned party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party’s business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Notwithstanding the foregoing, nothing will be considered "Proprietary Information" of the Disclosing Party unless either it is or was disclosed in tangible form and is conspicuously marked "Confidential", "Proprietary" or the like. The Receiving Party agrees (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to divulge any such Proprietary Information to any third person. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party or (v) is required by law. In any event, Company may collect data with respect to and report on the aggregate response rate and other aggregate measures of the Services’ performance.

14. MISCELLANEOUS.

Any notice, demand, request or other communication which is required, called for or contemplated to be given or made hereunder to or upon any party hereto shall be in writing, including via email). Each party shall have the right to refer to and promote its business relationship with the other party in a mutually agreed corporate press release or otherwise. No waiver, amendment or other modification of any provision of this Agreement shall be effective unless in writing and signed by both parties. Except as otherwise contemplated hereby, no waiver of any provision hereof shall be effective unless in writing and signed by or on behalf of the party to be charged therewith. In the event a provision contained herein is held to be unlawful or unenforceable, such provision shall be severable from the remaining provisions of this Agreement, which shall remain in full force and effect. Neither party may transfer or assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor to all or substantially all of the business or assets of the assigning party (for which no consent of the other party is required). This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws of the State of New York, without regard to conflicts of law principles. This Agreement (including all the schedules and exhibits hereto) contains the terms of the entire agreement among the parties with respect to the subject matter hereof and supersedes any and all prior agreements, commitments, understandings, discussions, negotiations or arrangements of any nature relating thereto (including, but not limited to, any email communications between the parties).

If you have any questions regarding this Agreement or if you wish to request any information from Driver, please contact Driver at the following address:

Driver Digital Holdings, Inc.
Attention: Legal Department

Tel: 310-275-0562

Fax: 310-275-0563

Email: efassistant@rfgllaw.com


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Publishers Agree