Service Terms and Conditions and Seller Program Guidelines

Social Reality, Inc. (“we” or “us” or “our”) operates the websites, www.socialreality.com and www.my.srax.com, the mobile and touch versions and any other sites we have now or in the future.  The website, the mobile and touch versions, and links contained within or otherwise available through external hyperlinks, or the mobile and touch versions will be collectively referred to as the “Site” in these Terms of Use.  By using the Site or our services through the Site, you agree to these Terms of Use, our Privacy Statement(s) (any and all of which are incorporated herein by this reference), and any additional terms applicable to certain programs in which you may elect to participate, as any of the same may exist from time to time (collectively, the “Terms of Use” or “Agreement”).

Use of the Site includes any person or entity who accesses or uses the Site with crawlers, robots, browsers, data mining, or extraction tools, or other functionality, whether such functionality is installed or placed by such person or entity or a third party. If you do not agree to the terms of this Agreement, immediately stop accessing the Site and do not use the Service and do not conduct any transaction utilizing the Site.

This is a service for managing multiple monetization sources of online advertising (the “Ad” or “Ads”) which may include but is not limited to, display, video and search advertising inventory (the “Service”).  In the Service, advertisers and ad networks are considered “Buyers,” and publishers and publisher networks are considered “Sellers” or, if used singularly, “Seller.”  This Agreement applies to Sellers when offering inventory through services and technologies available through the Service user interface.  All Buyers and Sellers utilizing the Service are required to adhere to the following policies.  We are merely acting as an intermediary and are not responsible or liable in any manner for any Ads or any content or functionality contained in any Ads.

Toaccess andusetheService,Sellersmustestablishan onlineaccount bycompletingour onlineregistration process(the”Account”).  Sellers must provide uswithaccurateand completeinformation, includingcontactand payment information,Tax ID, aswellas informationregardingthe site content as defined below. Each Seller willkeep its Accountinformationupto datebypromptly notifyingusofanychanges in Accountinformation. Accountaccessisprovidedon a password-protected basis. Each Seller willbesolelyresponsiblefor keepingitsAccountpassword confidentialand for alluseofitspasswordand Account,includinganyunauthorizeduse.

Each Seller must provide accurate domain information in its calls to the Service.  We will not process ad requests with domain information that is inaccurate, and as a result, a blank ad may appear.  Each Seller must provide us with a list of URL’s to be used for the Service.  Each URL must be registered and, prior to being used, each must be approved by us.  Seller is responsible for the accuracy of the URL information provided in connection with Seller’s use of the Service. We have the right to reject or disapprove any URL at any time at our discretion.  If a Seller uses or sends traffic from an unregistered and/or disapproved URL, that Seller’s account may be suspended.  Each Seller is responsible for all ad serving fees associated with traffic from such unregistered and/or disapproved URLs.

We use a cookie to serve Ads to sites participating in the Service.  Certain third parties may also use cookies to serve Ads to sites participating in the Service.  We may use and disclose any data derived from Seller’s use of the Service, subject to our Terms of Use, the terms of our privacy policy, any other of our terms, and any applicable laws.

For each Ad sold through the Service, and subject to the terms set forth in this Agreement, and unless subject to a separate written agreement between a Seller and Social Reality, Inc. regarding compensation, Sellers are entitled to compensation equal to seventy percent (70%) of the revenue generated from such Ad. To the extent that revenue is reported in the reporting portal provided by the Service, such reports are merely the estimated net sumdue to the Seller.  A finalized and confirmed monthly report is provided on or around the 5th of each month for the previous month.  Finalized reported revenue is the only revenue due and payable to each Seller, subject to the terms set forth in this Agreement.

Payment is made pursuant to the terms of this Agreement on the thirtieth (30th) day after the end of the month in which the revenue is generated, provided all other terms and conditions are met by the Seller.

Clicks on Ads must result from genuine user interest.  Any method that artificially generates clicks or impressions on Ads is strictly prohibited.  Just in case anyone is the least bit confused by the absolute prohibition of this conduct, these prohibited methods include, but are not limited to, repeated manual clicks or impressions, automated click and impression generating tools, the use of robots or deceptive software, and Sellers who click on their own Ads for any reason.  Sellers may not allow their sites displaying Ads to use third-party services that generate clicks or impressions such as paid-to-click, paid-to-surf, autosurf, and click-exchange programs; or be promoted through communications or emails that violate the CAN-SPAM Act of 2003 and any other relevant privacy or commercial email laws; or be loaded by any software that can trigger pop-ups, redirect users to unwanted websites, modify browser settings, or otherwise interfere with site navigation; or receive traffic from online advertising unless users are able to easily find what an ad promises.

Sellers may not compensate users for viewing Ads or performing searches, or promise compensation to a third party for such behavior; or encourage users to click the Ads using phrases such as “click the ads,” “support us,” “visit these links,” or other similar language; or direct user attention to the Ads using arrows or other graphical gimmicks; or place misleading images alongside individual Ads; or place Ads in a floating box script; or format Ads so that they become indistinguishable from other content on that page; or format site content so that it is difficult to distinguish it from Ads; or place misleading labels above ad units.  For purpose of clarification only, Ads may be labeled “Sponsored Links” or “Advertisements,” but not “Favorite Sites” or “Today’s Top Offers”.

In most circumstances of fraud and invalid activity, substantial revenue chargebacks are applied to us from our demand partners (“Chargebacks”).  Each Seller is fully responsible for Chargebacks resulting from the Seller’s violation of any term of this Agreement, and any such Chargeback will be applied to the Seller’s account balance.  If the sum of any Chargebacks exceeds the Seller’s account balance, then the Seller is responsible to pay the remaining balance to us within ten (10) days of receipt of an invoice from us for such purpose, with eighteen percent (18%) interest added to any outstanding amount due after the expiration of ten (10) days.

If a Seller violates any term of this Agreement, or is deemed to have fraudulent or invalid activity resulting in an account or site suspension, and/or if a Seller is disapproved by any demand partner for any type of fraud, then the following penalties will occur:  (i) the Seller will be terminated from our network; (ii) a $1000.00 set up and maintenance fee will be applied and charged to the Seller’s account balance, which sum is immediately due and payable from the Seller to us with a penalty of eighteen percent (18%) interest added to the entire amount of the Seller’s account balance; (iii) the Seller’s revenue share will be reduced from seventy percent (70%) (or, if there is a separate written compensation agreement between the Seller and Social Reality, Inc., the Seller’s revenue share will be reduced from whatever percentage amount may be specified in that separate agreement) to fifty percent (50%) of the revenue generated from any Ad placed using the Service; (iv) a server fee of $0.05 CPM will be applied to the last 60 days of system traffic for such Seller; and (v) payment terms will immediately become net ninety (90) days, or, in the case of fraud or invalid activity resulting in Chargebacks equal to more than fifty percent (50%) of gross revenue generated by the Seller for the prior month, all revenue will be withheld for a minimum 180 days.

Social Reality is not obligated to provide proof, documented or otherwise, to a Seller of fraud, invalid activity, or that there has been a Chargeback, clawback or non-payment from a demand partner.

Seller acknowledges that the Service may require that certain tags, scripts, code, instructions, links, pixels, modules or other tracking technology that allows us to measure Ad performance and provide the Service (“Tags”) be placed on the Sites.  Seller agrees to cooperate with us to incorporate such Tags into the Sites as determined by us and to address any other technical issues that may arise relating to the integration of the Service into the Sites.  Seller understand that such Tags must remain on the Sites at all times and will not attempt in any way to remove, disable, modify, conceal, or otherwise interfere with the Tags.

An “Embedded Site”is a website with an embedded video player that contains advertising inventory offered for sale on the Service.

A “Seller Partner”is the owner of any website that a Seller does not own, but for which the Seller sells advertising inventory through the Service, including without limitation, the owner of an Embedded Site.

If any website for which Seller sells advertising inventory through the Service, including without limitation, an Embedded Site, is owned by a Seller Partner, the Seller must register such website through the functionality provided by the Service.  The Seller must have a contractual relationship with each Seller Partner granting the Seller all necessary rights to make available and manage the applicable website’s inventory through the Service.

We may storeand managetheinventoryoftheAdsavailablefor insertioninto theSites andmay selecttheAds to bedeliveredto theSitesfrom such inventoryavailablefromtime-to-time. Adseligiblefor deliveryto Siteswillbebasedon the relevancyand prioritycriteriaestablished byuswithin the platformand/or as designated by Seller for each Site. Each Seller is solely responsible for monitoring its Sites to determine if any Ads were not properly filtered.  Wewillhavesolediscretion to:(a) identify,selectandmanagerelationships withAd providers;(b) determinetheterms underwhich Ads aredistributed and marketed, including,withoutlimitation, theduration for whicheachAdwillbedistributed and theformatin which anyparticular Adwillbedistributed;(c)establishpriceschedulesandothertermsand conditionsandthebusinessmodelsapplicable to thedistributionof Adsbyus, and (d) take allactions relatingto theforegoing.

Sellers will providesuch informationas reasonablyrequired by usfromtimetotimefor traffictrackingand fraud detection. Sellerswill provide this information atthetimearequestis sent from us. Thepartieswill cooperatein a commercially reasonable mannertominimizeautomated or fraudulenttraffic, provided, weshalldetermine thevalidityofalltrafficin oursolediscretion.

We have no obligation to provide technical support to any Seller Partner or to any website owned by a Seller Partner.

Websites and other properties, including but not limited to mobile applications, may not contain pornographic, adult, or mature content, violent content, content related to racial intolerance or advocacy against any individual, group, or 
organization, excessive profanity, hacking or cracking content, online gambling or online casino-related content, illicit drugs and drug paraphernalia content, sale of alcohol, sale of marijuana, sale of tobacco or tobacco-related products, sale of prescription drugs, sale of weapons including firearms, firearm components, fighting knives, stun 
guns, sale of ammunition, sale of products that are replicas or imitations of designer goods, sale or distribution of pre-written term papers or student essays, content regarding programs that compensate users for clicking on ads or offers, 
or for performing searches, or for surfing websites, or for reading emails, and any other content that is illegal, promotes illegal activity, or infringes on the legal rights of 
others.

Sellers may not display Ads on webpages with content protected by copyright law unless they have the necessary legal rights to display that content.

Sellers may not place excessive, repetitive, or irrelevant keywords in the content or code of webpages; or use hidden text or hidden links; or use “doorway” pages created just for search engines, or other “cookie cutter” 
approaches such as affiliate programs with little or no original content; or include deceptive or manipulative content or construction to improve your site’s 
search engine ranking.  Instead, it is Seller’s obligation to create a useful, information-rich site, and write pages that clearly and accurately describe 
Seller’s content.

Ad code may not be altered, nor may the standard behavior, targeting, or delivery of ads be manipulated in any way that is not explicitly permitted by us.  For example, Sellers may not adjust or alter information that is either (a) sent from a client to an SRAX tag or ad code, or (b) sent from an SRAX tag or ad code to a client.

Ads served to mobile applications or sites accessed through a mobile browser may not be pre-cached, cached, or stored in any fashion.  Such Ads must be requested dynamically and, on sites designed for viewing on mobile devices, be refreshed when the page is refreshed.

Ad code may not be displayed in pop-ups, pop-unders, expanding buttons, animation or other similar methods; obscured by elements on a page; placed on any non-content-based page; placed on pages published specifically for the purpose of showing ads; integrated into a native software application of any kind; integrated into toolbars; placed on pages with logos, trademarks, or other brand features used in a manner designed to cause confusion as to origin; placed on, within, or alongside other products or services in a manner that violates 
the policies of that product or service; or placed in email programs or in emails, including but not limited to email newsletters.

No more than four (4) Service ad units may appear per page.  However, on sites designed specifically for viewing on a mobile device, no more than one (1) Service ad unit may appear at a time per page.  In mobile applications (“Apps”), at most one (1) Ad may be displayed on a single screen at a time.  Thus, if the Ad is fixed to the screen top or screen bottom, the number of Ads is capped at one (1).  Thus, for example, on Apps, if the page scrolls, only one (1) Ad may be visible on the screen at a time.  In addition, Ads on Apps may not be placed underneath or adjacent to buttons or any other object such that it interferes with a user’s typical interaction with the Apps, or in a manner that otherwise obstructs the user from viewing the content in the Apps. Ads on Apps also may not be placed on a “dead end” screen.  There must be a way to exit a screen without clicking the Ad (for example, a “back”, “close” or “menu” button).  Otherwise, the user must be notified that the home button will exit the App.

Sites displaying Ads must not be specifically designed to be more difficult than normal for a user to navigate.   Sites may not change user preferences or initiate downloads without the user’s explicit consent.  In addition, sites may not redirect users to unwanted websites, include malware, or contain pop-ups or pop-unders that interfere with site navigation.

Sellers can choose to block advertisers, buyer networks, rich media vendors, and Ads that use tagging as a means to create or use re-marketing lists, or that use cookies based on interest-based categories. These restrictions can be set at the ad unit-level and account-level.

Sellers may use expandable creatives on the Service by allowing or blocking the appropriate Ad Technology (indicated with “–expandables”) after its name.  Both user-initiated (click to expand) and mouse-over (rollover or hover over the Ad) expandable creatives are allowed.  Ad units that allow expandable creatives must accommodate expansion up to the “Maximum Expanded Dimensions” specified below, except that such “Maximum Expanded Dimensions” do not apply when Seller is displaying certain interactive rich media display ad formats.

Declaring the acceptance of an expandable Ad Technology implies the ability to expand up to the following “Maximum Expanded Dimensions”:

Base Dimension Maximum Expanded Dimensions
120 x 600 420 x 600
160 x 600 320 x 600
300 x 250 600 x 300
468 x 60 468 x 210
728 x 90 728 x 300

The expandable creatives must be implemented pursuant to instructions from us.  Sellers may be required to host a side file enabling automatic detection and exclusion of expandable creatives that expand in directions that are not supported by a given ad slot.

Sellers using the Service mobile ads SDK to implement Ads on Apps must use the latest version of the SDK unless Seller obtains prior written consent from us to use a different method or version.  Sellers may not share either our source SDK code or our uncompiled SDK code with any third party.

Sellers will not pass any information to us that we could use or recognize as personally identifiable information (“PII”), including without limitation through ad tags or cookies.  Sellers will not pass any information to us that is generally accepted as “sensitive” pursuant to Internet advertising industry guidelines (e.g., the self-regulatory principles/code of conduct of the Network Advertising Initiative) or policies or applicable law, rule or regulation.

If Seller has chosen to offer advertising inventory that uses a re-marketing list (“User List”) of
 any advertising cookiesassociated with a User (“User Cookie”), Seller must provide notice in accordance with advertising industry guidelines, such as the Interactive Advertising Bureau, and self-regulatory principles, such as the Network Advertising Initiative, on any page featuring such inventory.

Seller must have all rights necessary to create or otherwise obtain, migrate, and use User Lists on the Service.

Seller must not use User Lists to select or target advertisements, or collect or use audience data, including without limitation User Lists based on:  past or current activity by users known by Seller to be under the age of thirteen (13) years; past or current activity by users on adult or gambling sites, government agency sites, or sites directed at children under the age of 13 years; or other inferred or actual sensitive information, including, without limitation, health or medical history or information, financial status or other detailed information pertaining to a person’s finances, racial or ethnic origins, religious beliefs or other beliefs of a similar nature, the commission or alleged commission of any crime, political opinions or beliefs, trade union membership, or sexual behavior or orientation.

Services may include beta features, which can be enabled at Seller’s discretion.  Beta features may have unforeseen issues and are provided “As Is.”  Any use of beta features will be solely at Seller’s own risk.  We are not obligated to provide support for beta features.  We may cease providing beta features as part of any services.

Sellers that opt-in to Social Reality’s SRAX automated yield management program are responsible for meeting the minimum CPM requirements and are responsible for any defaulted impressions if such minimum requirements are not met.

Sellers must comply with the video policies set forth in this Agreement to qualify to display any Ads, including ones from third-parties, in video inventory offered on the Service.  The Service may not support implementations of video in all inventory at any given time.

Sellers using SDKto display Ads from the Service in video inventory are responsible for ensuring that both the video content and Embedded Sites comply with the terms of this Agreement.

Any given video content clip containing the video Ad must be at least fifteen (15) seconds in length.  Each Seller must provide in its calls to the Service accurate information in the description URL fields and any other required parameters for each Ad unit.  Video players used to request and display Ads through the Service must meet any technical specifications we requireand support all forms of user interaction supported by the video format of such Ads.  For example, all clickable links within an Ad must remain clickable while displayed in the video player.

Sellers must not alter the configuration of the video player to manipulate the targeting or delivery of Ads in any way that is not expressly permitted by us; or hard-code Ads into the video player; or display any images, including creatives, in the template background of the video player. Once the Service has returned an Ad in response to a request from Seller, the Ad must be displayed until either the Ad itself finishes playing, the user skips or closes the Ad, or the end user navigates away from the video content by, for example, closing the browser window with the page displaying the video.  Content playback must be paused when a user clicks on an Ad. Only one video Ad may be displayed within the video player at any given time. Sellers may not obscure, hide, or remove any elements of the Ad units; or place the Ad such that it obstructs the video player’s play, pause, volume or any other controls; or hard-code the Ads into the content stream. If more than one (1) video Ad is displayed in a given video content clip, the clip must contain an additional two (2) minutes of video content for each additional video Ad.  If a playlist containing a series of video content clips is set to automatically play and/or loop, Seller may display at most one (1) video Ad for every fifth (5th) video content clip.

Prior to making any support request to us, Sellers will first use reasonable efforts to fix any error, bug, malfunction, or network connectivity defect without any escalation to us. Thereafter, a written request for technical support can be submitted to us.  Sellers will provide support services to End Users at Sellers’ own expense.

From time to time, we may consult with Sellers with the objective of optimizing the performance of their Ad units on the Service.

Sellers must have a minimum balance of $15.00 in their Service account at the end of a given month to receive payment from us.  Account balances under $15.00 will roll over into the following month.

Each Seller understands and agrees that from time to time the Services may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs which we may undertake from time to time; or (c) causes beyond our control, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures. While we will attempt to provide the Services on a continuous basis, Seller acknowledges and agrees that we have no control over and do not guarantee the availability of the Services on a continuous or uninterrupted basis. Seller also understands and agrees that we are not responsible for the functionality of any third-party website or interface. Failure to deliver because of technical difficulties does not represent a failure to meet the delivery obligations of this Agreement.

Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any persons other than the parties to this Agreement and their respective successors and assigns, nor shall anything in this Agreement relieve or discharge the obligation or liability of any third person to any party to this Agreement, nor shall any provision give any third person any right of subrogation or action over or against us.

All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the context in which they are used may require.

In the event any claim is made by any party to this Agreement relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party.

This Agreement constitutes the complete and exclusive statement of agreement between the parties and sets forth the entire understanding between the parties with respect to the subject matter thereof, and replaces and supersedes all prior written and oral agreements or statements by and among the parties.  No representation, statement, condition or warranty not contained in this Agreement will be binding on the parties or have any force or effect whatsoever.  No modification, amendment, waiver, termination or discharge of this Agreement or any provisions thereof shall be binding upon either party unless confirmed by a written instrument signed by us.  No waiver of any provision of, or default under this Agreement shall affect either party’s rights thereafter to enforce such provision or to exercise any right or remedy in the event of any other default whether or not similar.

Each individual party to this Agreement is over eighteen (18) years of age, and each non-individual party to this agreement has the approval required to enter into this Agreement.   Each party to this Agreement has retained thoroughly experienced and knowledgeable attorneys to advise and counsel such party with regard to this Agreement prior to such party accepting the terms of this Agreement and such party has no questions regarding the application or meaning of any term or provision of this Agreement and such party is completely satisfied, through negotiation, that all of the provisions and terms of this Agreement meet with such party’s approval.

If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid shall not be affected thereby.

Each party agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby.

The performance and enforcement of this Agreement shall be construed under and governed by the laws of the State of California without respect for the principle of conflicts of laws.  The California Superior Court for the County of Los Angeles shall have sole and exclusive jurisdiction, sitting without a jury, to hear and determine any dispute arising because of this Agreement.

Each Seller will indemnify, defend and hold Social Reality, Inc. and our officers, directors, employees, agents, affiliates and subsidiaries harmless from and against any third party claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and costs), arising out of or related to (i) any claim that alleges that the Seller’s Sites or the Site Content violates any applicable law, rule or regulation (including data privacy laws) or violates, infringes upon or misappropriates any intellectual property right, publicity/privacy rights or other right of a third party;  (ii) any of the traffic generated under this Agreement or any relationships between the Seller and any third parties relating in any manner to this Agreement, including without limitation any demand partners; or (iii) any breach or alleged breach of any representation or warranty made by Seller in this Agreement.  Seller, in its capacity as the indemnifying party, will not enterintoanysettlementthataffects our rightsor interest without our prior written approval.

ALL SERVICES PROVIDED BY US ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTIES ARISING BY TRADE USAGE OR COURSE OF DEALING OR PERFORMANCE, GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH HEREIN.

INNOEVENTWILLWE HAVEANY LIABILITY OR RESPONSIBILITYTOTHEOTHERPARTY FOR ANYLOSTDATA,LOST PROFITS OR COSTSOF PROCUREMENTOFSUBSTITUTEGOODSOR SERVICES ORFOR ANY SPECIAL,INDIRECT, INCIDENTAL,CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISINGOUTOFORINCONNECTIONWITH THESERVICES, THE ADS, THIS AGREEMENTOR THE TRANSACTIONSCONTEMPLATED HEREBY, WHETHER BASED ONTORT (INCLUDINGNEGLIGENCE) OR BREACH OFCONTRACTCLAIMSOR ONANY OTHER BASIS. EVEN IFSUCH OTHER PARTY HASBEEN ADVISEDOFTHEPOSSIBILITY OF SUCHDAMAGES. TOTHEMAXIMUMEXTENTPERMITTED BY APPLICABLELAW, OUR AGGREGATELIABILITYUNDERTHIS AGREEMENTWILLNOTEXCEED DIRECT DAMAGESIN EXCESS OFTHEAMOUNTS PAIDBY USTO SELLER DURINGTHE TWO(2) MONTHS PRIOR TOTHE EVENTSGIVINGRISE TO THELIABILITY OR $100.00 DOLLARS, WHICHEVER IS LESS.

Thetermofthis Agreement(the”Term”)willcommenceonthe date on which Seller opened its account pursuant to this Agreementand continuefor one(1) yearor untilterminatedas providedherein. If webelieveingood faith that Selleroranycontent displayed on anyoftheSites has violatedany provisionsor representationsin this Agreement, wemaysuspendServicesto Seller in our solediscretion. Eitherpartymayterminatethis Agreement withorwithout cause effectiveupon thirty(30) days’ priorwrittennotice (email is acceptable)to theother party;however termination will not beeffectiveuntil all Ads scheduled to bedeliveredto Seller’sinventorythrough theServices havebeen delivered. Upon terminationofthisAgreementfor anyreason alllicensesand rightsofaccessgranted hereunderwill immediately terminate.Terminationofthis Agreementwill notrelievethe Sellerof anyobligation accruingprior to suchexpirationor termination.Therightsanddutiesof indemnificationwill survivethetermination or expiration ofthis Agreement.

Neither partywill assign ortransfer anyrightsor obligationsunder this Agreement withouttheprior writtenconsent of theother party,provided that,notwithstandingtheforegoing, wemayassign thisAgreement (i) pursuanttoamerger or asaleofallor substantiallyall of our assetsorcapital stock;or (ii)to anysuccessor or assigneeofall or substantiallyall of our business. Exceptaspermittedbytheforegoing, anyattemptedassignmentordelegation willbenull, void and ofno effect. Nothingherein,whetherexpressorimplied,willconfer uponany person or entity, otherthan theParties, theirsuccessors and permittedassigns, anylegal orequitable rightwhatsoever toenforce anyprovisionofthis Agreement.