Terms And Conditions

Last update: November 30, 2022 PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS AS A CUSTOMER ON AND THROUGH THIS WEB SITE OR ANY RELATED WEB SITE, AS WELL AS THE LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. These Terms of Service (these "Terms" or "Terms"), together with any documents referenced herein, contain all 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 Client (collectively, the "Functions", and each a "Function"), such Functions shall include, without limitation, automated multi-level marketing ("MLM") compensation platforms and databases, automated trading algorithms, Web3 and Metaverse platforms, gateways and interactive platforms relating to non-fungible tokens ("NFTs") and virtual tokens, gateways and interactive platforms and processing platforms relating to blockchain ("Blockchains") technologies and exchanges, cryptocurrencies and/or virtual currencies, again each solely as directed, originated and to be implemented by Customer, with the Services being offered on and through the Internet website www.disruptivestudio.com and related Internet websites (collectively, the "Sites"), as provided by the owner of the Sites, Disruptive Studio Inc, a corporation incorporated in Wyoming, United States of America ("DSI"). Each of the Services and the Software shall be provided by DSI to Customer as set forth in the work orders (collectively, the "Orders", and each an "Order") submitted by Customer to DSI on and through the Sites, each such Order is incorporated into and made a part of these Terms, and each such Order is subject to these Terms, provided that in the event of any conflict or inconsistency between these Terms and any Order, these Terms shall govern and take precedence. By clicking "I Agree" and also by ordering and accessing the Services, or any of them, on or through the Sites, the Customer, freely, voluntarily and with full authority and capacity to do so, agrees to be bound by these Terms and accepts them. If you (as Customer) 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 terminate your customer account and cease making the Services available to you, as a Customer, if you, as a Customer, violate any of these Terms.

1. Limitation of the scope of services.

In general. DSI is limited to providing software development and software as a service in accordance with specifications originated, created, ordered and directed by Customer, and as such DSI is in no way an MLM facilitator, portfolio provider, exchange, broker, dealer, distributor, investment advisor, investment company, financial institution or creditor. DSI plays no role in the facilitation, conduct, execution or consummation of any MLM program, any feature of Web3 or Metaverse, or any purchase, acquisition, transfer, sale or any other transaction in securities, commodity futures, fiat currencies, NFTs, virtual tokens, Blockchains, cryptocurrencies or virtual currencies. DSI has no custody or control over any of the same provided by Customer based on Customer's access to and receipt by Customer of any Services or Software on or through the Sites. Customer shall be solely and exclusively responsible for Customer's use of the Services and Software and the offering of any related features, products or services to Customer's customers and end users, and Customer shall indemnify and hold harmless DSI in connection therewith pursuant to Section 20, below. Legal and Regulatory Compliance. The Services and Software are made available to Customer with the understanding, acknowledgment and agreement that, in such context, the Services and Software, the Sites and all activities of DSI in connection therewith do not in any event or under any circumstances (i) constitute "securities", or facilitate "securities" transactions, and that in providing the Services and Software and making them available to Customer, DSI is not in any way acting as a "broker" of "securities", nor operating or otherwise acting as a "securities exchange" as each such term is defined in the Securities Act of 9133, as amended (the "Securities Act") and 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"), as well as any state or international securities laws; (ii) constitute "commodities", "commodity futures", "over-the-counter derivatives", "exchange-traded derivatives", "derivative contracts" or "swaps", and that in providing the Services and the Software and making them available to Customer, DSI is in no way acting as a "broker" of "commodities" or as a "commodity exchange" as each such term 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 commodity futures in a manner that would subject DSI to regulation under the Commodities Act or the CFTC; (iii) constitute a "foreign exchange" or a "money services business", and that in providing the Services and Software and making them available to Customer, DSI is in no way acting as a "foreign exchange" or a "money services business", as each of these 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 such activities in a manner that would subject DSI to regulation under the Bank Secrecy Act of 1970 or FinCEN; (iv) constitute investment advice or discretionary input in connection with the application of third party funds, and that in providing the Services and Software and making them available to Customer, DSI is in no way acting as an "investment adviser" as contemplated by 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, the Software, nor any of DSI's activities are 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 the facilitation of transactions in securities, commodities, fiat currencies or virtual currencies. In the event that the Services, Software and/or DSI's activities contemplated by these Terms are subject to any such legislation or regulation, or any similar legislation or regulation, these Terms and the provision and availability of the Services and Software, or any of them, shall be suspended to the extent so subject, until such time as DSI can verify such regulatory compliance. Without limiting the foregoing, DSI does not represent or warrant that any of the Services or Software, the Websites or any of DSI's corresponding activities are registered with the SEC, CFTC, FinCEN or any applicable state, federal or similar international agency, or are exempt from such registration, or otherwise in compliance with applicable laws, regulations, policies and procedures applicable in connection therewith, including, without limitation, those cited in this Section 1(c), and Customer hereby assumes all liability for the same and agrees to indemnify and hold DSI harmless in connection therewith pursuant to Section 20, below. Specifically, without limiting the foregoing, such liability and indemnification obligations of Customer include, without limitation, compliance with all applicable international, regional, federal, state and local governmental laws, rules, regulations, ordinances and policies and procedures in any jurisdiction in which Customer is located, in which Customer accesses the Services, Software and Sites, and in or through which Customer provides any related functions to Customer'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 Customer's activities and interactions relating to the Services and/or the Software and Customer's presence on or through the Sites. In addition, without limiting the foregoing, Customer represents and warrants that (I) Customer is not located in a country subject to a U.S. government embargo, and (II) Customer has not been identified as a sanctioned or restricted party.

Assumption of risk by the Client.

By accessing, using, ordering, purchasing and receiving the Services, Software and Sites, Customer acknowledges, agrees and accepts the following, and Customer agrees to indemnify DSI in connection therewith pursuant to Section 20, below: The value of any NFT, virtual token, blockchain technology item, cryptocurrency, virtual currency or Web3 or Metaverse item (collectively, the "Virtual Items", and each a "Virtual Item") is subjective. The prices of the Virtual Items are subject to volatility, and fluctuations in the price of cryptocurrencies and other Blockchain-related items may also materially and adversely affect the prices and valuations of the Virtual Items. Customer fully understands such subjectivity and volatility and knowingly accepts all risk and liability for loss of monies, including all monies provided by Customer, and by Customer's customers and end users, in connection with any Virtual Items made available to Customer or Customer's customers and end users in connection with the Services and/or Software made available to Customer on or through the Sites. Lack of use or public interest in the creation and development of distributed ecosystems could adversely impact the development of such ecosystems and related applications, which, therefore, could also adversely impact the potential usefulness of the Virtual Elements made available to Customer, and Customer's customers and end users, in connection with the Services and/or Software made available to Customer on or through the Sites. The regulatory regime governing Virtual Items, including, without limitation, blockchain technologies, non-fungible tokens, cryptocurrencies, virtual tokens and other cryptocurrency-based items, is uncertain, and new laws, regulations or applicable policies and procedures may result in material adverse effects on the performance of the Services and Software and the utility of Virtual Items made available to Customer or Customer's customers and end users in connection with the Services and/or Software made available to Customer on or through the Sites. Customer is solely and exclusively responsible for determining what taxes, if any, apply to Customer's transactions in connection with or resulting from the Services and Software, and to Virtual Items made available to Customer, or Customer's customers and end users, in connection with the Services and/or Software made available to Customer on or through the Sites. DSI is in no way responsible for determining such applicable taxes. There are risks associated with the purchase and acquisition of items associated with content created by third parties through peer-to-peer transactions, including, without limitation, those associated with the purchase and acquisition of counterfeit items, mislabeled items, items vulnerable to metadata decay, items in smart contracts with errors, items that may become untransferable, and items that are associated with money laundering efforts. Customer represents and warrants that it has conducted and completed sufficient research and due diligence prior to making any decision to sell, purchase, acquire, obtain, transfer, transact or otherwise interact with any virtual items made available to Customer, or Customer's customers and end users, in connection with or as a result of the Services and/or Software made available to Customer on or through the Sites, or any related accounts or collections. There are risks associated with the use of products made available through the Internet and blockchain technologies, including, without limitation, those associated with hardware, software and Internet connections, the introduction and interaction of malicious software, third party connections and unauthorized third party access to a third party wallet or user account. DSI shall not be liable in any way for any communication failures, interruptions, errors, distortions or delays that Customer, or any of Customer's customers or end users, may experience in accessing or using any results or functions available through the Services or the Software, however caused. In the event Customer has a dispute or claim against one or more customers or any customer or user, including without limitation any creator or owner of a Virtual Item, Customer releases DSI from any and all 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. By providing this release, Customer expressly waives any protection, whether statutory or regulatory, whether based in contract or tort, whether based in law or equity, that would otherwise limit the coverage of this release to include those claims that Customer may know or suspect to exist in Customer's favor at the time of accepting this release.

Subcontractors and subconsultants.

DSI shall have full control over the means and methods of performance and delivery 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 subcontracting agreements and sub consultant agreements with persons or entities of DSI's choosing (collectively, the "DSI Subcontractors", and each a "DSI Subcontractor"), any of which may or may not be affiliated with or commonly controlled by DSI. Upon Customer's request, DSI will inform and update Customer within a reasonable time as to which of the Services, or components thereof, are performed by DSI Subcontractors, as well as the identity of the corresponding DSI Subcontractors.

Conditions subject to change.

In General. These Terms may change without notice at any time, at DSI's sole discretion, including, but not limited to, the protocols for use of the Sites, access to the Services, or any of them, the availability of the Services, or any of them, and the content and materials made available on or through the Sites, or any of them, descriptions, and other information related to electronic commerce and/or functionality. DSI reserves the right, in its sole discretion, to discontinue the Sites or Services, or any of them, and/or to modify the content of the Sites, or any of them. Customer agrees that DSI shall not be liable to Customer for any such discontinuance or modification of the Sites or the Services, or any of them, or any of them; provided that, upon placement, processing, confirmation and payment of an Order, DSI shall provide the Services and Software subject to such Order on the terms set forth in such Order, and DSI shall continue to make the Sites, Services and Software available as set forth in such Order and as set forth 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 Orders shall be subject to such update. 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 by updating the "Last Updated" date at the top of these Terms. By continuing to access or use the Services, Customer confirms acceptance of the revised Terms and all provisions incorporated therein by reference as of the date these Terms are updated. It is Customer's sole responsibility to review these Terms from time to time to take notice of such changes and to ensure that Customer fully understands the provisions and conditions that apply each time Customer accesses, uses and uses the Services and Sites. Price and Payment. DSI reserves the right, in its sole discretion, to change the price of the Services and Software, and each of them, at any time, and such price is subject to change each time Customer accesses the page on the Sites to submit an Order. All payment terms are also subject to change by DSI. Unless and until Customer completes and submits an Order on the Sites for the Services and/or Software through an applicable Customer Account (as defined in Section 7, below), and such Order is accepted and confirmed as set forth in Section 12, below, Customer shall have no expectation as to price or payment terms based on Customer's prior access to and receipt of information on or through the Sites.

No confidence.

Customer acknowledges, recognizes and agrees that Customer's decision to access, consider, offer, sell, purchase, acquire, dispose of, transact or interact with any Virtual Items through any of the Software or Services is Customers and Customer's alone. By making the Services and Software available through the Sites, DSI does not necessarily endorse the MLM or Virtual Items, or any of them generally or specifically, or any items promoted or otherwise represented in connection therewith, nor does DSI encourage or discourage Customer with respect to any of them. In considering any particular MLM program or virtual item, Customer, its advisors, if any, and its representatives, if any, have relied solely on their own independent information, assessment and evaluation, including that relating to any information provided on or through the Sites, the Software and the Services. Other than these Terms as applied to the Services, and each of them, DSI is not a party to any agreement with Customer, and in no event and under no circumstances is DSI a party to any agreement between Customer and any third party, including without limitation any of Customer's customers or end users. Customer is solely and exclusively responsible for verifying the identity, legitimacy and authenticity of the MLM programs and Virtual Items that Customer chooses to implement or make available through the Services and Software. DSI makes no representations or warranties and assumes no responsibility or liability regarding the identity, legitimacy, functionality or authenticity of the MLM programs or Virtual Items, or any content associated therewith, or any underlying basis therefor, regardless of whether Customer may make them available through the Services or the Software. In no event and under no circumstances shall DSI be liable to Customer, or any third party, for any decision by Customer, or any of Customer's customers or end users, to access, offer, implement, consider, sell, purchase, acquire, dispose of, transact or interact with, or enter into any business relationship in connection with, any MLM program or Virtual Elements. In the event that any of Customer's customers or end users, suffers any damage or injury, suffers any loss or incurs any cost or expense, in connection with any MLM program or Virtual Items made available by Customer through any of the Services or Software, such customer's or end user's sole remedy, if any, shall be against Customer, and in no event and under no circumstances shall such customer's or end user's sole remedy be against DSI.

Use, operation and maintenance of the sites, the software and the services.

DSI's Responsibilities. DSI will use reasonable efforts to maintain the Sites in working order and condition, or with respect to third party tools and applications to cause the appropriate third party(ies) to so maintain. DSI shall not be liable for Customer's inaccessibility of the Sites or the Services for any reason, including, without limitation, scheduled maintenance and upgrades to the Sites or the corresponding Internet servers or software; provided that DSI shall use reasonable efforts to ensure that any period of inaccessibility does not exceed forty-eight (48) hours; but provided, further, that Customer 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 a number of reasons, including, without limitation, equipment malfunctions, period upgrades, 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 becomes inaccessible, or its operation deviates materially from that provided for in these Terms, and such deviation may be replicated by Customer, Customer shall provide written notice of the inaccessibility or deviation, and in the case of deviations, sufficient information to permit replication and analysis. Upon receipt of Customer's notification of any inaccessibility or deviation, DSI will use reasonable efforts to diagnose the cause of the inaccessibility or deviation. Upon completion of the diagnosis, DSI will inform Customer of the cause of the inaccessibility or deviation and will use such efforts as DSI deems reasonable in its sole discretion, without charge, to restore access to and use of the Sites, Software and Services or prevent the deviation. Without limiting the foregoing, DSI shall have no obligation to resolve any inaccessibility or detour 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 as intended, (iii) misuse or misapplication of the Sites or Services, (iv) any matter for which DSI expressly disclaims liability under these Terms, or (v) the malfunction of any of Customer's, Virtual Item creator's, Virtual Item owner's, third party wallet provider's or Blockchain operator's computer or telecommunications services, or any equipment, computer environment or telecommunications systems not under DSI's control. As between DSI and Customer, DSI has the sole right and responsibility to maintain and update the organization and logical and physical structure of the databases and associated files within the Sites. In connection therewith, DSI, in its sole discretion, shall have the authority and access at all times under these Terms to configure, use and administer third party tools and applications for and on behalf of Customer, as well as to make administrative configuration changes to all technology platforms and services used and operated by or on behalf of Customer, each in connection with the Sites, Software and Services. Security. DSI will establish and maintain reasonable security measures designed to protect Customers from any breach of security on or through the Sites. However, DSI shall in no event be liable for any security breaches caused by, arising out of, resulting from or attributable to any factor other than DSI's reckless conduct or willful misconduct. Specifically, among other things, DSI shall have no liability for any breach of security caused by, arising out of, resulting from or attributable to any feature 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 Customer shall in no event hold DSI liable therefor and that Customer's sole remedy therefore shall be limited exclusively to the appropriate third party. There are no modifications or deep links Other than page caching, Customer 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 Customer nor any third party is authorized to deep link to any web pages contained in the Sites, or any of them, (i.e., under no circumstances are links from third party websites to any page of the Sites, or any of them, other than the home pages of the Sites, permitted). Such links are expressly prohibited. In addition, neither Customer nor any third party may link to any of the home pages of the Sites in such a way as to create a possibility or reasonable likelihood of confusion on the part of any of Customer's customers or end users, or on the part of users of a third party's website, as to the true ownership or sponsorship of the Sites, or any of them, and/or as to the existence or otherwise of any affiliation or other relationship between DSI and Customer or the third party and/or its web site. Posting Restrictions. No party accessing the Sites or Services, or any of them, including without limitation Customer, may post or transmit through the Sites, or any of them, any material that violates or infringes in any way the rights of others, is unlawful, misleading, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, confidential or proprietary to third parties, or otherwise objectionable, that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any Applicable Law, that is inconsistent with the non-religious and non-political purposes of the Sites, Software and Services, or any of them, or that contains advertising or any solicitation with respect to products or services, each as determined by DSI in its sole discretion. Customers are also prohibited from using the Sites, or any of them, in any manner that restricts or inhibits any other user of the Sites, or any of them, from using or enjoying the Sites, or any of them. Other Restrictions on Use. In accessing and using the Sites, Software and Services, or any of them, Customer shall not: Engage in any illegal activity or use the Sites, Services and/or Software for any illegal purpose, including, but not limited to, money laundering, terrorist financing, other unlawful financial transactions, uses that violate the CAN-SPAM Act of 2003, or uses that violate any privacy laws; Engage in behavior or activities that have the intent or effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing traffic, number of visits, favorites, or other metrics that DSI may use to rank search results; Access, use or use the Sites or Services from any U.S. government sanctioned country or jurisdiction or facilitate transactions involving persons or entities sanctioned by the U.S. government or located in sanctioned countries or jurisdictions; Engage in any financial activity subject to registration or licensing, including but not limited to the creation, sale or purchase of securities, commodities, options or debt instruments, except in strict compliance with the Law Applicable thereto; Create, sell or purchase 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 exchangeable for securities, commodities or other financial instruments, except in strict compliance with Applicable Law in this regard; Engaging in price manipulation, fraud or other deceptive or manipulative activities; Buy, sell or transfer stolen goods, fraudulently obtained goods, unauthorized taken goods, counterfeit goods or any other illegally obtained goods; or infringe or violate the intellectual property rights or any other rights of third parties. No Harmful Materials. Customer shall refrain from uploading, posting, emailing or otherwise transmitting to the Sites, Services or Software, or any of them, any message, program or other material (including, without limitation, Trojan horses, malware, spyware, viruses, worms and the like) that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of, or perform any invasive measures on, any computer software or telecommunications equipment, or any other item that could damage, disable, overburden, or impair the operation of any computer environment or the Sites, Services or Software in any way. Additional Usage Rules. DSI may promulgate and enforce reasonable usage rules, as promulgated and amended from time to time by DSI, governing the use of the Sites, Software and Services, or any of them, by all parties, including, without limitation, Customer, and Customer agrees to comply with and bind each of Customer's customers and users to such rules. In the event of any conflict or inconsistency between these Terms and such rules, these Terms shall govern and take precedence. Means of Access to Services; Mobile Applications. In the event Customer accesses the Services through one or more mobile software applications, Customer shall be solely and exclusively responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services Customer requires to download, install, use and utilize such software application(s) to access the Services. DSI does not warrant that any particular software application can be accessed and used on any particular device or with any particular service plan. DSI does not warrant that any particular software application or the Services will be available in any particular geographic location.

Customer account and password; customer end-user access.

For each account through which Customer accesses the Sites, Software and Services (each a "Customer Account"), Customer will receive a unique username and password associated with an administrative panel through which Customer will access, implement and operate the applicable Software. Each such password will be encrypted in a DSI database with one-way encryption. In turn, with respect to each Customer Account, Customer will register its own customers and end users (collectively, "Customer End Users'', and each a "Customer End User") and provide usernames and passwords (collectively, "Customer End User Access Keys'', and each a "Customer End User Access Key") to such Customer End Users, as Customer deems appropriate, in order for such Customer End Users to access, use and utilize the features offered by Customer to Customer End Users through the Software and Services. Customers may not claim a username or password in connection with the Sites or Services for the purpose of reselling them or engaging in name-skimming. Customers may not circumvent or ignore instructions controlling access to the Services or Software, including, without limitation, attempting to circumvent any rate limiting system by using multiple API keys, routing traffic through multiple IP addresses or otherwise obfuscating the origin of traffic User sends to the Sites. Except as expressly authorized in this Section7 , Customer may not authorize any other person or party to access the Sites, Services or Software, or any of them, using Customer's username and password; provided that Customer shall have sole control and responsibility with respect to the assignment, maintenance and security of, access to and sharing of Customer's End User Access Keys, and Customer shall indemnify DSI in connection therewith pursuant to Section 20, below. Customer acknowledges and agrees that Customer shall be responsible for maintaining the confidentiality of the applicable username and password associated with each Customer Account, and Customer shall be responsible for any consequences that may result from its disclosure, including, but not limited to, any access, use or modification resulting from the Sites, Software and Services and the access, integrity and loss of Customer data or Customer Content defined in Section 8(a), below. Customer agrees to accept sole and total responsibility for all activities that occur under each Customer Account, username and password, under each Customer End User's account, and under each Customer End User's Access Key, and DSI shall not be in any manner or form responsible or liable for any act or omission by Customer, by any Customer End User or by any party in connection with any Customer Account, any Customer user name or password, or any Customer End User account or Customer End User Access Key, or as a result of any Customer Account or Customer End User account being compromised. Customer shall notify DSI immediately if it discovers or suspects any security problem relating to the Services, the Software or any Customer Account. DSI reserves the right to refuse service, terminate accounts, or remove or edit content, including, without limitation, Customer Content, in DSI's sole and absolute discretion, subject to the remaining provisions of these Terms. Except as expressly authorized in this Section 7, Customer's user name, Customer Account and password are non-transferable and may not be shared under any circumstances. Customer agrees to (a) maintain all equipment necessary for Customer's access to and use of the Sites, Software and Services, and for all Customer End Users to use and utilize any features that Customer chooses to offer through the Software and Services; (b) maintain the security of Customer's account identification, username, password, Customer Content, Customer End User Access Keys and any other confidential information related to Customer's access to, use of and utilization of the Sites, Software Services; and (c) assume responsibility for all charges, debts and liabilities resulting from the use of a Customer Account or Customer End User account on or through the Sites, including, without limitation, those relating to any unauthorized use prior to Customer notifying DSI of such unauthorized use and taking legal action to prevent further occurrence by contacting DSI to change Customer's user name and password.

Customer profile data and content.

Entry and Maintenance. Customers shall be solely responsible for entering and maintaining the profile data on the Sites. In addition, DSI may require Customer to provide additional information and documents in certain circumstances, such as at the request of any governmental authority, as dictated by any Applicable Law, or to investigate a possible violation of these Terms. In such cases, DSI, in its sole and absolute discretion, may disable a Customer Account and block Customer's ability to access the Services and Software until such additional information and documents are processed by DSI. If Customer fails to provide complete and accurate information in response to such request, DSI may refuse to restore Customer's access to the Customer Account, Software and Services. Customer shall maintain such information and documents, as well as its own content and profile data, including without limitation Customer's End Users' identifying information and/or features offered by Customer to Customer's End Users through the Software and Services, provided and used in connection with use of the Sites, the Software and the Services (collectively, "Customer Content"), and take all actions necessary to ensure that Customer Content, including without limitation all profile data, is maintained and updated, in accordance with DSI's Privacy Policy for each applicable Site, which Privacy Policy is incorporated herein and made a part hereof 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 will use reasonable efforts to secure Customer Content stored on or through the Sites, and except as otherwise expressly provided in these Terms and DSI's applicable Privacy Policy, DSI will not maintain, test or alter Customer Content in any way. Except as otherwise expressly provided in these Terms and the applicable DSI Privacy Policy, DSI does not warrant that Customer Content will be maintained or updated in any manner, and DSI shall have no liability for any failure of Customer to receive the Services or Software or related items as a result of Customer's failure to maintain and update Customer Content as applicable. Specifically, Customer shall be solely responsible for any errors or problems in the Customer Content affecting the Sites or Services, or any of them, or the processing of any related transactions made by Customer. Except as otherwise expressly provided in these Terms and in DSI's applicable Privacy Policy, DSI does not guarantee that any Customer Content will be available to Customer after the time period set forth in Section 8(b), below. Return of Customer Content. Customer shall maintain a copy of all Customer Content in accessible form prior to termination of the applicable Customer Account and Customer's access to the Sites, Software and Services. Any Customer Content uploaded to the Sites shall be for the exclusive use of Customer and DSI as set forth in and contemplated by these Terms. Upon termination of Customer's Account and termination of Customer's access to the Sites, Software and Services, Customer may no longer access or use the Sites or any data Customer has stored therein. DSI will retain all Customer Content stored on the Sites for a period of ninety (90) calendar days following the termination of the applicable Customer Account and Customer's applicable access to the Sites, Software and Services, and during such ninety (90) day period, DSI will work with Customer to transfer a copy of such Customer Content, as well as any Software purchased by Customer, to other sites, systems and platforms, as requested and designated by Customer. Upon expiration of such ninety (90) day period, Customer agrees that DSI may, at its sole option, purge all Customer Content from the Sites; provided that, if reasonably necessary to complete the transfer requested and designated by Customer, DSI and Customer may mutually agree to extend such ninety (90) day period, provided that the transfer has commenced and is proceeding diligently to completion.

Consideration

Customers shall pay DSI in consideration for the MLM Software an initial payment in the amount of USD $2,500.00 (two thousand five hundred U.S. dollars); as well as a weekly fee in the equivalent of USD $250.00 (two hundred fifty U.S. dollars). The mandatory hiring term shall be for 24 (twenty-four) months. Upon failure to pay on time, service will be immediately disconnected and to reconnect, the Customer must pay the past due balances plus a $500.00 (five hundred U.S. dollars) reconnection fee. If during the term of the contract, the Customer incurs in three incidences of non-payment, in order to reconnect the service in the third incidence, the Customer must pay the remainder of the weekly installments that have not been paid until completing the mandatory term of 24 (twenty-four) months.

Third-party lodging companies.

Customer acknowledges that certain aspects, features and functions of the Web Sites, Software and Services will reside in one or more third party hosting companies' computing environments, including both servers and telecommunications services, and that certain uses of the capabilities provided by the Web Sites, Software and Services may render the Web Sites, Software and Services inaccessible or may impair the performance of the computing environment for Customer and/or DSI's other customers and users. In the event of any such use by Customer, DSI shall notify Customer, Customer shall be obligated to immediately cease such use, and Customer shall notify DSI, in writing, that such use has ceased. In the event Customer does not immediately cease such use, DSI reserves the right to suspend or terminate any Customer Account and Customer's access to the Sites, Software and Services. In the meantime, in the event of any damage or delay suffered by Customer that is caused by, arising out of or resulting from any act or omission of any third party hosting company, as opposed to DSI or a DSI Sub, Customer agrees that DSI shall not be liable for such damage or delay, and Customer agrees that its sole remedy in connection with such damage or delay shall be such third party hosting company and/or such hosting company's insurers or sureties. DSI hereby assigns to Customer any and all of DSI's rights as to DSI's relationship with such hosting company for such purpose.

Third-party content.

The Sites may contain information, data, software, photographs, photographs, graphics, video, typefaces, graphics, audio and other materials (collectively "Site Content"). DSI does not control Site Content provided by parties other than DSI directly. Any opinions, advice, statements, services, offers, and/or other information that is part of the 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, nor any of them, guarantees the accuracy, completeness or usefulness of any Site Content not directly from DSI, nor its merchantability or fitness for any particular purpose. In many cases, the Site Content available through the Sites represents 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 the Sites, or any of them, by anyone other than DSI, DSI's Subcontractors and DSI's authorized employees and independent contractors. Under no circumstances shall DSI be liable for any loss, damage or injury caused by Customer'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 Customer's liability under Section 5, above. It is Customer's sole responsibility to evaluate the information, opinion, advice or other web content made available through the Sites.

Links to other sites.

Websites may reference or link to third party websites on the Internet. DSI has no control over such third party websites or the content of such websites. DSI cannot and does not warrant that the content of such third party websites is accurate, legal or inoffensive. DSI does not endorse the content of any third party websites, nor does DSI warrant that third party websites do not contain viruses or otherwise affect Customer's computer or computing environment. DSI assumes no responsibility or liability for the actions, products, services and content of all these and other third parties. If Customer decides to link to or use a third party's website, Customer 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, Customer agrees and understands that no claim can be made against DSI for any damage or loss whatsoever resulting from Customer's use or utilization of the Sites, or any of them, to obtain search results or to link to another website.

Compensation.

Orders. For each of the Services and Software, payment shall be made to DSI in the amount(s) and in the manner and within the time periods set forth in the applicable Order. All compensation paid by Customer is non-refundable under any circumstances, all sales are final, and only changes and repairs are available as set forth in Section 17, below, subject to the additional limitations set forth in Section 16 and Section 17, below. Effect of Payment. Except as expressly provided in these Terms, any payment made by Customer to DSI under these Terms and a corresponding Order shall operate as a release of any claims Customer may be entitled to make in connection with the Services or Software covered by such payment.

Confidentiality and Intellectual Property.

In connection with these Terms, and Customer's access, order, receipt, purchase, use and utilization of the Sites, Software and Services, or any of them, DSI may provide, and Customer may receive, certain "Confidential Information" relating to one or more of DSI's businesses, products, materials and/or services (collectively, the "DSI Proprietary Items"), which DSI considers to be highly proprietary and valuable. Scope of Confidentiality Protection. For purposes of this Section 13, "Confidential Information" shall include all information, whether written or oral, that is prepared, exclusively known to and/or provided by DSI, any DSI Affiliate, founder, officer or director (including, without limitation, Karen Martinez, Daniel Cruz, Luis Ortega and Nummus International Holdings LLC), and/or any affiliate, parent, subsidiary, director, member, officer, director, employee, agent, representative, predecessor, successor or assignee of any of them, in each case excluding Customer and any Customer Party defined below (collectively, the "DSI Parties", and each a "DSI Party"), including without limitation relating to the prospective development of the DSI Property Items, or any of them, descriptions, compositions and characteristics of the DSI Property Items, or any of them, operational requirements, logistical, financial, physical, legal and other practical requirements of the DSI Proprietary Items, or any of them, the financial benefits expected to be derived from the DSI Proprietary Items, or any of them, the identities of parties potentially involved in the DSI Proprietary Items, or any of them, including, without limitation, actual and potential vendors, service providers, contractors, consultants, distributors, suppliers and other business partners of DSI related to the DSI Proprietary Items, or any of them, potential 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 current or future involvement with the DSI Proprietary Items, or any of them, that is not readily available to the public. For purposes of this Section 13, "Confidential Information" shall also mean (i) the contents of these Terms, it being understood that the existence of these Terms and Customer's general obligation of confidentiality hereunder can and shall be disclosed to all third parties who seek or may receive any Confidential Information, (ii) all terms, conditions and features relating to Customer's access, order, purchase, receipt, use and utilization of any Software and/or Services, and/or the offering of any features thereunder to any End User of Customer, (iii) all Intellectual Property, as defined in Section 13(c), below, (iv) non-public information relating to 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, customers, 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 the circumstances, should reasonably be treated as confidential and/or proprietary. Confidential information shall include any information, whether or not labeled "confidential," that by its nature may be considered confidential, sensitive, privileged and/or proprietary information of DSI or any of the DSI Parties. Confidential information may be disclosed in oral, visual and written form (including, but not limited to, electronic or other means). Limited License. Customer shall disclose the Confidential Information, and Customer may hereby use and utilize such Confidential Incorporation, solely as necessary to access, use and utilize the Sites and the Confidential Information to access, order, purchase, receive, use and utilize the Software and Services, each as expressly set forth in these Terms, and Customer shall consider and use the Confidential Information solely for such purposes. DSI hereby grants to Customer a limited, non-exclusive, non-assignable, non-transferable, fully paid-up, royalty-free license, solely for the duration of the agreement set forth in these Terms, to access and make personal use of the Sites, the content thereon and the related Confidential Information solely for such purposes, and to enforce any rights, duties or obligations under these Terms or to receive Customer's benefits hereunder. 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 content thereon, or any of them, provided that Customer may sublicense to Customer's End Users any Software that Customer has purchased and use such Software for commercial purposes, subject to Customer's sole and exclusive liability therefor and Customer's obligation to indemnify and hold harmless DSI in connection therewith pursuant to Section 20, below; (ii) any collection and use of any materials posted by DSI on any of the Sites, or any DSI listings, descriptions, features, ratings or related information on the Sites; (iii) any derivative use of the Sites, Software or Services or the contents thereof, except as provided in (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 Customer nor any Customer Party defined below may resell, sublicense, assign or otherwise permit the use of the Websites, Services or Confidential Information by or for the benefit of any other person, entity or group without the express written approval of DSI, in its sole and absolute discretion. Intellectual Property. It is acknowledged that all Intellectual Property relating in any way to any DSI Confidential Information provided by DSI or any DSI Party to Customer remains in the sole possession of DSI, the applicable DSI Party, or the applicable licensor thereof (the "DSI Licensor"), as the case may be, and any right or interest in such Intellectual Property, or any permutation or derivation thereof, are hereby fully disclaimed, waived and relinquished by Customer in favor of DSI, the applicable DSI Party, or the applicable DSI Licensor, as the case may be, subject to the limited license provided in Section 13(b), above. For purposes of this Section 13(c), "Intellectual Property" means all Intellectual Property owned, licensed (as licensee) or otherwise used by DSI and/or any DSI Party, arising out of or with respect to, or which may arise out of 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, divisions, continuations-in-part, reexaminations or reissues of patent applications and patents issued thereon (collectively, "Patents"), (ii) all trademarks (registered or common law), service marks, trade names, trade names, service names, brands, trade dress rights, logos, logos, domain names, Internet URLs, corporate names and general intangibles of a similar nature, together with 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 rights (collectively, "Copyrights"), (iv) all discoveries, concepts, ideas, research and development, know-how, formulas, inventions, compositions, manufacturing and production processes and techniques, technical data, data compilations, textual information and materials, graphics, procedures, designs, drawings, specifications, databases and other proprietary and confidential information, whether displayed, maintained or accessed on, in or through the Sites, or any of them, including, without limitation, lists and identifying information of the features, creators and owners of the Virtual Items, Blockchain information, vendor lists, vendor lists, user lists, customer 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 with respect to any of the foregoing that comprise or are protected by Trademarks, 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 the DSI Websites, including, without limitation, the websites of any of the DSI Parties, or otherwise used in connection with DSI or any of DSI's proprietary items; and (vii) all other technology and know-how in the sole possession of DSI and/or any of the DSI Parties. Intellectual Property Restrictions. Neither Customer, nor any affiliate, parent, subsidiary, principal, officer, director, employee, agent, representative, predecessor, successor, assignee, legal or financial advisor, contractor, consultant or customer of Customer (including, without limitation, any End User of Customer), in each case excluding DSI, any applicable DSI Party and any applicable DSI Licensor (collectively, the "Customer Parties," and each a "Customer Party"), may claim a right in any Intellectual Property, or use or utilize any Intellectual Property for any purpose other than as provided in Section 13(b), above, except with the express written consent of an actually authorized representative of DSI in DSI's sole and absolute discretion, regardless of whether any Intellectual Property has been issued, registered, or otherwise granted rights by the United States Patent and Trademark Office, the United States Copyright Office, or other similar administrative agency. To the extent Customer or any Customer Party may claim any rights, direct, derivative or otherwise, relating to any Intellectual Property, other than the limited license and Software rights provided in Section 13(b), above, Customer waives, and shall cause each Customer Party to waive, such rights, and hereby assigns, and shall cause each Customer Party to assign, such rights to DSI. Customer agrees to execute and cause each Customer Party to execute, and in the alternative hereby grants to DSI, and shall cause each Customer Party to grant to DSI, a power of attorney to execute and record in place of Customer, and in place of each Customer Party, as the case may be, any and all documentation, including, without limitation, waivers and assignments of Intellectual Property rights, as necessary to publicly, legally and officially document the exclusive ownership of all Intellectual Property by DSI, the applicable DSI Party, or the applicable DSI Licensor, as the case may be. Neither Customer, nor any third party, may commercialize, use, reuse or redistribute any Intellectual Property except as authorized herein or except as approved in writing by an actually authorized representative of DSI. Except for the limited license and Software rights provided in Section 13(b), above, no license or other right to any Intellectual Property is granted or otherwise provided to Customer, any Customer Party or any third party in connection with these Terms or Customer's use of the Sites or Services, or any of them. Neither Customer nor any Customer Party may frame or use any framing technique to enclose any Intellectual Property or Confidential Information of DSI. Neither Customer nor any Customer Party may use metatags or other hidden text utilizing DSI 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 Customer'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 the copyright in the selection, coordination, arrangement and enhancement of such content, as well as the original content therein. Neither Customer nor any Customer Party may modify, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit, any content on the Sites, in whole or in part. Except as expressly permitted by copyright law or as expressly permitted 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 that copying, redistribution or publication of copyrighted material is permitted, the author attribution, trademark legend or copyright notice shall not be modified or removed. All rights are reserved by and for the benefit of DSI. Restrictions on Disclosure of Confidential Information to Third Parties. Client shall maintain, and shall cause each Client Party to maintain, the Confidential Information, whether delivered prior to or after the date hereof, in strict confidence and shall refrain and shall cause each Client Party to refrain from: (i) providing, copying, disclosing, 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 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. Customer shall, and shall cause each Customer Party to, exercise at least the same degree of care and protection with respect to the Confidential Information as Customer or such Customer Party, as the case may be, would exercise with respect to Customers (or such Customer Party's) own confidential, sensitive, privileged and/or proprietary information, which in no event shall be less than the highest standard of care for the industry. Client shall take, and shall cause each of the Contracting Parties to take, all necessary precautions to ensure that Confidential Information is not, and shall not be permitted to be, displayed, copied or disclosed to other parties, except as expressly provided in this Section 13. In the event that disclosure of the Confidential Information to any other party is authorized in writing, Customer shall, and shall cause each Customer Party to, advise such other party of its obligations with respect to the Confidential Information, and cause such party to acknowledge in writing that the terms and conditions of this Section 13 and Section 14 and Section 15, below, may be enforced directly by DSI against it/them as a condition to such disclosure. Customer or the Contracting Party, as applicable, shall provide an original of such written acknowledgment to DSI, if requested by DSI. In any event, the Customer or such Contracting Party, as applicable, shall disclose the Confidential Information to the other party only to the extent necessary for the purposes authorized in writing by an actual authorized representative of DSI. In addition, Customer or such Contracting Party, as applicable, shall ensure that confidentiality notices are included on copies of the Confidential Information so provided and shall account for the return or destruction of the Confidential Information and all reproductions thereof, if requested by DSI. In any event, DSI consents to the disclosure of Confidential Information by Customer to any Customer Party, or to such Customer Party's employees, contractors, consultants and advisors, to the extent necessary for the purposes set forth in Section 13(b), above, provided that such disclosures are subject to the remaining requirements of this Section 13 and the requirements of Section 14 and Section 15, below. Exception for Customer Content. Any proprietary Customer Content collected or generated through the use or utilization of the Sites or Services, or any of them, shall be considered Customers confidential information, which Customer shall be free to use and disclose as it sees fit, for any lawful purpose. Customer shall be solely responsible for the accuracy, quality, completeness, reliability, suitability, legality and ownership of the intellectual property or right to use all Customer Content, and Customer shall have indemnification obligations to DSI therefore and in connection therewith, as set forth in Section 20, below. Customer represents and warrants that (i) Customer has the appropriate authority, license or other rights to use all Customer Content and to provide such Customer Content as contemplated by these Terms; (ii) Customer has and will maintain all rights, consents and approvals required to grant DSI the rights to access, use, adapt, display and modify the Customer Content in accordance with this Section 13(f) and will provide, upon DSI's request, proof thereof; and (iii) Customer will not knowingly infringe the intellectual or other proprietary rights of any third party. Customer hereby grants to DSI a non-exclusive, irrevocable, transferable, perpetual, worldwide, royalty-free, fully paid-up license to access, use, adapt, display and modify any and all Customer Content collected or generated through the use and use of the Sites, Software and Services, or any of them, for any lawful purpose, including, without limitation, the provision of Services and Software to other customers and the performance of related services and other obligations under these Terms, to enforce these Terms, to analyze, transfer and use such Customer Content in an aggregate 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 other DSI products, services and efforts, 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 reasonably necessary or appropriate in connection with the operation, maintenance, repair, updating, development, enhancement or other activities of and through the Sites, marketing, manufacturing, distribution and sales or products and performance of services, functions and efforts by DSI. Ownership of Confidential Information. With the exception of Customer 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 and shall remain the sole property of DSI (or DSI Party or DSI Licensor, as applicable), and no ownership rights of any kind in and to any Confidential Information are transferred hereby, hereunder or in connection therewith to Customer, any Customer Party or any third party. Customer acknowledges that it does not acquire any ownership rights by accessing and using copyrighted material or otherwise using the Sites or Services, or any of them. All rights are reserved. Other Exceptions to Confidentiality. The foregoing confidentiality obligations shall not apply to any Confidential Information that (i) is or becomes publicly known by any act or omission of Customer, any Customer 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 to Customer at the time of disclosure by DSI, as evidenced by Customer's written records existing prior to the date of disclosure by DSI; (iii) was lawfully obtained from a person or entity other than DSI or Customer without any obligation of confidentiality or nondisclosure; (iv) is approved for disclosure by written authorization from DSI, but only to the extent of such authorization and subject to the additional requirements set forth in this Section 13 and Sections 14 and 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 giving DSI prior notice of such required disclosure and a reasonable opportunity to contest such required disclosure; (vi) is disclosed in response to a valid order of a court or other governmental agency or any political subdivision thereof, but only to the extent and for the purposes of such order, and only if Customer first notifies DSI of the order and permits DSI to seek an appropriate protective order; or (vii) is independently developed for Customer by personnel who do not have access to any of DSI's Confidential Information. Reverse Engineering / Independent Development. Notwithstanding any other provision of this Section 13 or these Terms, Customer shall not (and Customer shall not use any third party to), and Customer shall cause each Customer Party not to (and shall not use any third party to) reverse engineer, decompile, disassemble, or attempt to discern the design, structure, inner workings, or other technology embodied in any of the DSI Confidential Information. Restrictive Covenant. In consideration of the DSI Confidential Information, which Customer will receive or have access to, in connection with the Sites, Software, Services and DSI Proprietary Items, Customer will not use, and will cause each Customer Party not to use, any Confidential Information to (a) directly or indirectly sell to, solicit or divert, or attempt to sell to, solicit or divert any customer, customer 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, (II) altering, modifying, diverting or impeding the conduct of any DSI business relationship involving the Sites, Services or DSI Proprietary Items, or any of them, or (III) otherwise interfering with business conducted 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 employees, contractors, suppliers or consultants to terminate or modify their employment, engagement or business relationship with DSI with respect to the DSI Sites, Services or DSI Property, or any of them. Notification and Assistance Obligation. Customer agrees to promptly notify DSI of any unauthorized use or disclosure of any DSI Confidential Information relating to Customer's possession of such Confidential Information or any other breach of this Section 13 and these Terms, and Customer agrees to cooperate in all reasonable ways to assist DSI in regaining possession of any misused or disclosed DSI Confidential Information and to prevent (or limit to the extent possible) its further unauthorized use or disclosure. No Warranty. Except as clearly and expressly provided in this Section 13(k), all DSI Confidential Information is provided "as is, where is". DSI makes no warranties, express or implied, as to the currency, accuracy, performance or completeness of DSI Confidential Information, except that, to the extent DSI actually knows or discovers any inaccuracies, errors or omissions in such information, DSI warrants that it will promptly correct or complete such information or fully report all inaccuracies, errors and omissions in such information.

Non-circumvention.

So long as these Terms remain in effect, and for a period extending three (3) years after the termination of any and all agreements under and in connection with these Terms, each and every Customer Account and Customer's access to the Websites, the Software and the Services, during which time the provisions of this Section 14 shall survive, Customer legally, fully and irrevocably covenants and warrants to DSI that Customer will not, and Customer will cause each of the Customer Parties not to, directly or indirectly, circumvent or attempt to circumvent, avoid, circumvent, circumvent or obviate DSI's interests or rate systems, or the interests or relationship between DSI and any third party, by any process, or any operator, supplier, software developer, vendor, seller, purchaser, licensor, licensee, broker, dealer, distributor, refiner, shipper, handler, retailer, wholesaler, financial institution, legal counsel, technology owner, manufacturer, contractor, subcontractor, consultant, subconsultant, vendor, supplier, other customers, clientele or other business relationships, with the purpose or effect of changing, diminishing or avoiding, directly or indirectly, payments of fees, commissions, compensation or consideration established or to be established, or the continuation of pre-established relationships, including without limitation between DSI and one or more such third parties, or to intervene in uncontracted relationships with existing or potential suppliers, manufacturers, suppliers, distributors, shippers, handlers, vendors, retailers, wholesalers, licensors, licensees, purchasers, customers, clientele or intermediaries or to enter into any purchase/sale or any transactional relationship that circumvents DSI in favor of any other individual or entity or in favor of a direct relationship or agreement between Customer and any other party in connection with the subject matter of these Terms, the Services, the Software, the transactions contemplated by these Terms or any related future transactions, agreements, projects or ventures. Such agreement not to circumvent shall at all times include, without limitation, actions, transactions, undertakings or efforts by Customer or any Customer Party, or by any person or entity acting or purporting to act for or on behalf of Customer or any Customer Party, to circumvent DSI in order to contract or do business directly with any operator, vendor, software developer, manufacturer, supplier, vendor, retailer, wholesaler, licensor, licensee, purchaser, customer, or other business relationship of DSI, with respect to any business, transactions or any other matter in which DSI acts and serves, or is at any time up to and including the end of the Restricted Period, as an intermediary, conduit or liaison between any vendor, software developer, licensor, manufacturer, supplier, vendor, seller, supplier or service provider, on the one hand, and any purchaser, retailer, wholesaler, licensee, customer, user or recipient of services (including without limitation Customer or any other user), on the other hand, all such efforts being categorically prohibited under these Terms and this Section 14.

Precautionary measures.

Customer acknowledges and agrees that a breach of any or all of the provisions of Section 13 and/or Section 14, above, will constitute immediate and irreparable harm to DSI's valuable business relationships, for which damages cannot be readily calculated and for which damages and other legal remedies are an inadequate remedy. In the event that Customer or any Customer Party attempts or threatens to breach its obligations under Section 13 and/or Section 14, above, then, notwithstanding anything to the contrary in Section 22, below, DSI shall, in addition to any other remedies available to it, have the right to injunctive relief preventing any further breach of such Section 13 and/or Section 14 need to prove actual damages. Such injunctive relief may be sought in any court of competent jurisdiction located in San Bernadino County, California, and Customer, on behalf of itself and each of the Customer Parties, consents to the personal jurisdiction of such courts for such purpose. Notwithstanding paragraph 22 below, in the event DSI or the DSI Parties, or any of them, have a viable claim for such injunctive relief, Customer shall, and Customer shall cause each of the Customer Parties to, reimburse DSI and the DSI Parties for reasonable costs and attorneys' fees in connection therewith, regardless of whether DSI and the DSI Parties are successful in obtaining such injunctive relief.

Warranty disclaimer.

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 DISCLAIMER OR WAIVER OF ANY WARRANTIES MADE BY ANY DSI SUBGROUP OR THIRD PARTY HOST; AND PROVIDED THAT IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL DSI BE HELD LIABLE FOR ANY WARRANTIES MADE BY SUCH DSI SUBSIDIARY OR THIRD PARTY, IT BEING UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT CUSTOMER'S SOLE REMEDY WITH RESPECT TO SUCH WARRANTY SHALL BE SOLELY THAT OF SUCH DSI SUBSIDIARY OR THIRD PARTY, AS THE CASE MAY BE. YOU AGREE THAT YOUR USE AND ENJOYMENT OF THE SITES, SOFTWARE AND SERVICES IS AT YOUR SOLE RISK, AND THESE TERMS AND CONDITIONS PROVIDE NO WARRANTY. TO THE FULLEST EXTENT PERMITTED BY LAW, DSI EXPRESSLY DISCLAIMS, AND CUSTOMER DISCLAIMS AND NEGATES, ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTIES, CONDITIONS, ENDORSEMENTS OR REPRESENTATIONS, WHETHER ORAL, WRITTEN OR IN ELECTRICAL FORM, EXPRESS OR IMPLIED. AMONG OTHER THINGS, NEITHER DSI NOR ANY OF ITS UNDERLYING SUBSYSTEMS, INFORMATION PROVIDERS, LICENSORS, EMPLOYEES, OFFICERS, DIRECTORS, ASSIGNS OR AGENTS WARRANT THAT THE SITES, THE SOFTWARE AND SERVICES, OR ANY OF THEM, OR ANY INFORMATION PROVIDED THROUGH THE SITES (a) MEET THE REQUIREMENTS OR EXPECTATIONS OF CUSTOMER OR ANY END USER OF CUSTOMER; (b) ARE SECURE, TIMELY, TIMELY, UNINTERRUPTED OR ERROR-FREE; (c) WORK IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, EQUIPMENT OR DATA; (d) WILL WORK IN COMBINATIONS THAT CUSTOMER OR ANY CUSTOMER END USER MAY CHOOSE TO USE, OR THAT ALL ERRORS THEREIN WILL BE CORRECTED; (e) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (f) WILL GENERATE DATA OR OTHER RESULTS THAT ARE COMPLETE OR USEFUL FOR CUSTOMER'S PURPOSES OR FOR THE PURPOSES OF ANY END USER OF CUSTOMER. IT IS THE CUSTOMER'S RESPONSIBILITY TO EVALUATE THE COMPLETENESS OR USEFULNESS OF ALL DATA AND MATERIALS GENERATED THROUGH THE USE OF THE SITES, SOFTWARE AND SERVICES FOR THE CUSTOMER'S PURPOSES. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT DSI EXERCISES NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY FOR CUSTOMERS OR ANY CUSTOMER 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 ACCESS BY THIRD PARTIES, NOR FOR THE ALTERATION, THEFT OR DESTRUCTION OF ANY INFORMATION CONTAINED ON THE SITES OR TRANSMITTED THROUGH THE SERVICES OR SOFTWARE, OR ANY OF THEM, BY ACCIDENT OR BY FRAUDULENT OR UNLAWFUL MEANS OR DEVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DSI, ANY OF THE DSI PARTIES OR ANY OF DSI'S SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSORS OR LICENSEES, BE LIABLE TO CUSTOMER, ANY END USER OF CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING IN ANY WAY OUT OF ANY OF THE SITES, SOFTWARE AND SERVICES, AND/OR ANY CONTENT OR MATERIAL 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 FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT IN THE CASE OF RECKLESS OR INTENTIONALLY TORTIOUS CONDUCT BY DSI, IN NO EVENT SHALL DSI'S LIABILITY EXCEED DSI'S LIABILITY TO CORRECT KNOWN AND DISCLOSED DEFECTS IN THE SITES, SOFTWARE AND SERVICES AND/OR ANY DEFECTIVE CONTENT OR MATERIALS AT DSI'S EXPENSE. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, 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 CASES AND UNDER ALL CIRCUMSTANCES, EXCEPT ONLY TO THE EXTENT THAT SUCH LIABILITY MAY NOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW. IN JURISDICTIONS WHERE ANY OF THESE LIMITATIONS ARE PROHIBITED, THOSE THAT ARE NOT PROHIBITED SHALL REMAIN IN FULL FORCE AND EFFECT, AND DSI'S MAXIMUM DAMAGES AND TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE STATUTORY LIMIT.

Jurisdictional limitations and recognition

PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW OR OTHERWISE LIMIT THE PERMISSIBLE SCOPE OF DISCLAIMERS AND LIMITATIONS AS SET FORTH IN THE PRECEDING TWO SECTIONS. ACCORDINGLY, SOME OF THE LIMITATIONS AND DISCLAIMERS THEREIN MAY NOT APPLY TO YOU. IF CUSTOMER IS A RESIDENT OF CALIFORNIA, OR IF ANY SERVICE OR ITEM IS TO BE DELIVERED IN OR TO CALIFORNIA, THEN BY AGREEING TO THESE TERMS, CUSTOMER IS WAIVING SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES 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 EXECUTION OF 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 DEEMED INAPPLICABLE ONLY TO THE EXTENT THAT SUCH LIABILITY CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW. IN JURISDICTIONS WHERE SUCH LIMITATIONS ARE PROHIBITED, THOSE THAT ARE NOT SHALL REMAIN IN FULL FORCE AND EFFECT, AND DSI'S MAXIMUM DAMAGES AND TOTAL LIABILITY SHALL NOT EXCEED THE STATUTORY LIMIT. Customer and DSI acknowledge that they have agreed on the base compensation and other charges set forth in these Terms based on the warranty disclaimers and the limitations and exclusions of liability set forth in these Terms and that the same form an essential basis of the bargain between Customer and DSI. Sections 16 and 17 of these Terms allocate the risks of these Terms between DSI, on the one hand, and Customer, on the other hand, and are deemed by such parties to be an integral part of the business agreement between them. The provisions of these Conditions reflect this allocation of risks and the limitations specified in these Conditions. Both Customer and DSI have an obligation to mitigate damages and losses otherwise recoverable from the other party under these Terms (including by virtue of any indemnity) by taking appropriate and commercially reasonable steps to reduce or limit the amount of such damages or losses.

Force majeure.

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

Indemnification

Customer agrees to indemnify, defend and hold harmless DSI, and each DSI Party, and to defend any action brought against it with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent such action is based on a claim that (a) if true, constitutes a breach of any of Customer's representations, warranties or agreements hereunder; (b) arises out of Customer's negligence, willful misconduct or any other breach of these Terms; (c) arises out of, relates to, is caused by or is attributable to the offer, sale, provision, operation or implementation of any Customer feature, to Customer's 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 Customer End User's access, consideration, sale, purchase, acquisition or disposition of, participation in, transaction in or interaction with any MLM program, Virtual Items or Blockchains; each except to the extent arising out of DSI's willful misconduct or material breach of these Terms.

Applicable law.

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

Dispute Resolution.

To the extent Customer and DSI are unable to resolve any dispute or controversy arising out of or relating to these Terms, or the performance, breach, validity, interpretation or enforceability of these Terms, or any transaction contemplated by these Terms, or any subject matter of these Terms (each, a "Dispute"), all such Disputes shall 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 Customer and DSI, which agree to use their best good faith efforts to resolve all Disputes in mediation. The mediation shall commence on the date on which one party sends written notice to the other party requesting mediation and setting forth in the notice the matter to be mediated. The mediation shall conclude when both parties sign an agreement resolving the subject matter of the mediation. If an agreement is not reached within sixty (60) calendar days from the date of the original written notice, the mediation shall be deemed to have failed. In the event that any Dispute cannot be resolved by Customer and DSI informally or through mediation, the matter in controversy or dispute shall be resolved by binding confidential private arbitration before a mutually agreed upon 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 arbitrator's decision shall be final and binding on the parties to such proceeding. CUSTOMER HEREBY WAIVES ITS RIGHT TO A JURY TRIAL. In any arbitration or other proceeding relating to a Dispute, the prevailing party shall be entitled to reimbursement of such party's reasonable costs and attorneys' fees. Otherwise, the arbitrator shall have the power to make 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.

Full agreement

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

Notifications

Notices to DSI in connection with these Terms will be sent by verifiable email to [email protected]. Notices to Customer in connection with these Terms shall be sent by verifiable email to Customer's email address most recently listed in Customer's profile data. DSI and Customer may provide for alternative notification by sending a notice as set forth in this Section 24.

Number and gender; captions

Whenever the singular number is used herein, it shall include the plural where applicable, and words of any gender shall include each of the other genders where applicable. The captions, headings and provisions used in these Terms are for convenience only and in no 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 law in effect during the term hereof, such provision shall be fully severable; these Terms, and each Order, Privacy Policy and rule referenced in these Terms, shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been a part 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. In addition, in lieu of such illegal, invalid or unenforceable provision, there shall automatically be added as part of these Terms 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 is legal, valid and enforceable.

No waiver

DSI's failure to complain of any act or omission of another party or to declare another party in default, regardless of the duration of such default, shall not constitute a waiver by DSI of its rights. Any waiver by DSI of any default by another party shall not affect or prejudice any rights arising from any subsequent default. Nothing herein shall limit DSI's remedies and rights under these Terms.

Survival

The requirements of these Terms shall survive the termination of all agreements in connection with these Terms, all Customer Accounts and Customer's access to the Sites, Software and Services. BY CLICKING THE AGREEMENT AS PROVIDED IN THE SITES, CUSTOMER AND THE INDIVIDUAL CLICKING THE AGREEMENT ON BEHALF OF CUSTOMER, AS THE CASE MAY BE, AND EACH OF THEM, UNDERSTAND, ACKNOWLEDGE AND CONFIRM THAT CUSTOMER AND SUCH INDIVIDUAL, AND EACH OF THEM, HAVE READ THESE TERMS THOROUGHLY, FULLY UNDERSTAND ALL PROVISIONS HEREOF, UNDERSTAND THAT CUSTOMER HAS WAIVED SUBSTANTIAL RIGHTS BY ACCEPTING THESE TERMS, AND ACCEPT AND AGREE TO BE BOUND BY THESE TERMS, EACH FREELY AND VOLUNTARILY, AND WITHOUT ANY UNDUE INFLUENCE. CUSTOMER AND SUCH NATURAL PERSON, AND EACH OF THEM, UNDERSTAND, ACKNOWLEDGE AND AGREE THAT SUCH PARTIES HAVE RECEIVED VALUABLE CONSIDERATION IN CONNECTION WITH THEIR ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THESE TERMS, WHICH CUSTOMER 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 ON AND THROUGH THE SITES, AND TO USE AND UTILIZE THE SITES, SOFTWARE AND SERVICES. FINALLY, CUSTOMER AND SUCH INDIVIDUAL, AND EACH OF THEM, UNDERSTAND, ACKNOWLEDGE AND AGREE THAT THESE TERMS, TOGETHER WITH THE PROVISIONS AND CONDITIONS OF THE DOCUMENTS AND AGREEMENTS INCORPORATED HEREIN AND INCORPORATED HEREIN BY REFERENCE, SHALL BE IN FULL FORCE AND EFFECT WITH RESPECT TO ANY AND ALL SUCH ACTIVITIES, REGARDLESS OF THE DATE OR TIME OF SUCH ACCESS, PARTICIPATION, PURCHASE, USE OR UTILIZATION. CUSTOMER CERTIFIES THAT CUSTOMER OR THE NATURAL PERSON, AS THE CASE MAY BE, IS AT LEAST 18 YEARS OF AGE AND OF SOUND MIND AND CAPACITY TO ENTER INTO THESE TERMS AND CONDITIONS AND TO BE BOUND BY THEM, AS THE CASE MAY BE. BY CLICKING ON THE AGREEMENT PROVIDED ON THE SITES, CUSTOMER UNDERSTANDS, ACKNOWLEDGES AND CONFIRMS THAT, at all relevant and applicable times, all representations, warranties and covenants of CUSTOMER PROVIDED in these terms are accurate and complete, and DSI shall be entitled to rely on the same in their entirety.