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Publisher License Agreement

BY CLICKING ON THE "ACCEPT" OR ""SUBMIT" BUTTON, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT ("YOU," "YOUR," "YOURS" OR "LICENSEE") ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY, ARE BECOMING A PARTY TO THIS CODEMOJO API/SDK LICENSE AGREEMENT ("AGREEMENT"), AND ARE HEREBY REPRESENTING AND WARRANTING THAT YOU ARE AUTHORIZED TO BIND LICENSEE. YOUR DOWNLOAD, INSTALLATION OR CONTINUED USE OF THE DOWNLOADED MATERIALS OR THE API (AS DEFINED BELOW) SHALL ALSO CONSTITUTE ASSENT TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DECLINE" BUTTON AND YOU WILL HAVE NO RIGHT TO USE THE API. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE ALL OF THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS.
  1. Subject to full compliance with the terms of this Agreement, Codemojo, Inc. ("we," "us" "our" or "Codemojo") hereby grants you a limited, personal, non-sublicensable, non-transferable, royalty-free, nonexclusive license to use our application programming interface and related information and documentation (collectively, the "API") and our API Software Development Kit ("SDK") for the sole purpose of allowing you to build software applications (each an "App") that communicate with Codemojo’s proprietary rewards network service (the "Service"), and for other purposes authorized by us in writing.
  2. Subject to full compliance with the terms of this Agreement, we hereby grant you a limited, personal, non-sublicensable, non-transferable, royalty-free, nonexclusive license to distribute the SDK in object code form only as part of an App, and only subject to an end-user license agreement which is at least as protective of our proprietary rights in the SDK as those contained in this agreement. Without limiting the foregoing, these terms and conditions must include terms for Codemojo’s benefit regarding (a) restrictions on reverse engineering (to the maximum extent permitted by applicable law); (b) disclaimer of warranties; and (c) limitation of liability.
  3. Except in connection with your limited right to distribute the SDK in object code form in accordance with Section 2, you agree not to disclose (or allow access to) the API or SDK (or any information derived from them) to any third party and will limit access to the API and SDK (and any derived information) to your employees who are developing the App. In support of this obligation, you will apply at least the same security that you use to protect your own most confidential information. You will not reverse engineer any aspect of the API or SDK or authorize or encourage anyone else to do so (except to the extent such restriction is prohibited by applicable law).
  4. You agree not to block, disable, hide or limit in any way the ability of any device (whether or not it includes the App) to access the Service or any portion or functionality of or enabled by the Service.
  5. Each App must (a) maintain 100% compatibility with the API, the SDK and the Service (including changes provided to you by Codemojo, which shall be implemented in the App promptly thereafter), and (b) support HMAC, SHA1, GZIP and SSL encryption. If any App uses or implements an outdated version of the API, SDK or the Service, you acknowledge and agree that such App may not be able to communicate with the Service. You agree not to modify, extend, subset or superset the API to any extent. You understand that we may cease support of old versions or releases of the API or SDK.
  6. CODEMOJO PROVIDES THE API AND SDK "AS IS" AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT.
  7. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL CODEMOJO OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, , OR DAMAGES RESULTING FROM LICENSEE’S USE OF THE API OR SDK. CODEMOJO’S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO $100. THE FOREGOING WILL NOT APPLY TO DAMAGES FOR BODILY INJURY THAT, UNDER APPLICABLE LAW, CANNOT BE SO LIMITED. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOU HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
  8. This Agreement represents the complete agreement concerning the subject matter hereof between the parties and supersedes all prior agreements and representations between them. This Agreement may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of Codemojo to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit Codemojo’s rights with respect to such breach or any subsequent breaches. This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever without Codemojo’s consent and any action or conduct in violation of the foregoing shall be void and without effect. Codemojo expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. This Agreement shall be governed by and construed under laws of India as such law applies to agreements between an Indian residents entered into and to be performed within India. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the courts in Karnatka, India.; both parties hereby agree to service of process in accordance with the rules of such courts. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees.

DEVELOPER AGREEMENT


PLEASE READ THESE CODEMOJO DEVELOPER TERMS (THE "AGREEMENT") CAREFULLY BEFORE USING THE SERVICES AND NETWORK OFFERED BY INFINITE REWARDS PVT LTD ALSO KNOWN BY ITS BRAND NAME CODEMOJO. ("CODEMOJO"). BY CLICKING THE "ACCEPT" BUTTON, BY USING THE SERVICES OR NETWORK IN ANY MANNER, OR BY SIGNING THE ORDER FORM TO WHICH THIS AGREEMENT IS ATTACHED (AS APPLICABLE) YOU OR THE ENTITY YOU REPRESENT ("DEVELOPER") AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS, UNLESS YOU HAVE A MUTUALLY EXECUTED WRITTEN AGREEMENT WITH CODEMOJO THAT EXPRESSLY REFERENCES AND SUPERSEDES THESE TERMS (A "SUPERSEDING AGREEMENT"). IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. USE OF CODEMOJO’S SERVICES AND NETWORK IS EXPRESSLY CONDITIONED UPON EITHER (I) DEVELOPER’S ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; OR (II) DEVELOPER AND CODEMOJO’S MUTUAL EXECUTION OF A SUPERSEDING AGREEMENT.

IF DEVELOPER DOES NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THE AGREEMENT OR ENTER INTO A SUPERSEDING AGREEMENT, DEVELOPER MUST NAVIGATE AWAY FROM THIS PAGE AND DEVELOPER WILL HAVE NO RIGHT TO USE THE SERVICES OR NETWORK. BY CLICKING THE "ACCEPT" BUTTON, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND DEVELOPER.

  1. Definitions
    • "Reward" means the graphic or text file promotional advertisements provided to Developer for display in Developer Applications, including reward banners, reward interstitials, text links, buttons, jump pages and similar promotional devices as well as all elements of a sponsorship or promotion.
    • "Reward Provider" means any brands, advertisers, advertising agency, sponsor, promotional partner or other similar entity that provides Rewards to Codemojo for use on the Network, including without limitation Developer’s Application(s).
    • "Agreement" means this Agreement and any exhibits attached hereto, as the same may be amended, supplemented or modified in accordance with the terms hereof.
    • "Content" means the Rewards, Tags or other intellectual property made available to Developer in connection with this Agreement.
    • "Engagement" means a user from the Developer’s Application(s) clicking "Redeem" on a Reward, after being shown a Reward within the Developer’s Application(s).
    • "Trigger Event"means any instance where a Reward is actually served to and received by a unique user of a Developer Application, where Codemojo receives or earns Net Revenue from the associated Reward Provider due to such unique user (i) actually viewing such Reward, (ii) registering such Reward through Codemojo, or (iii) redeeming such Reward with the associated Reward Provider, in each case as measured by Codemojo or Codemojo’s designated subcontractor.
    • "Developer Rev Share" means 20% of all Net Revenues received with respect to Trigger Events sourced from Rewards served in the Developer Application(s).
    • "Network" means the network of ad-supported applications for which Codemojo solicits Reward Providers regarding the placement of Rewards, including Codemojo’s proprietary API for accessing such network.
    • "Net Revenue" means the gross amount actually received by Codemojo from Reward Providers with respect to Rewards (e.g., on a cost-per-registration, cost-per-engagement, cost-per-impression, cost-per-conversion, cost-per-redemption, or cost-per-click basis), less amounts paid to sales representative firms to source the Reward (if any), marketing costs, refunds, and taxes (excluding taxes assessed on the net income of Codemojo), if any.
    • "Developer Application" or "Developer App" means the Developer’s applications(s) that have been accepted by Codemojo for use with the Network, which are available through a publicly accessible online app store, and which have bona fide third party end users.
    • "Report" means a report of Developer’s account activity on the network, including the Developer Rev Share earned by Developer, as set forth in Section 2(a).
    • "Tag"means a unique tag, code snippet or graphical element provided by Codemojo to be placed or delivered by Codemojo on a fixed location on a Developer Application designed for the delivery of Rewards. means a unique tag, code snippet or graphical element provided by Codemojo to be placed or delivered by Codemojo on a fixed location on a Developer Application designed for the delivery of Rewards.
  2. Network Membership and Obligations
    • Membership. Developer’s membership in the Network and any Reward Provider campaign is subject to prior approval by Codemojo. The terms and conditions of this Agreement will apply to any Developer Application added, updated or reactivated in the Developer’s Network membership during the term of this Agreement. If Developer’s Network membership is approved by Codemojo, Developer will be required to create a member account on the Network (the "Member Account"). Developer agrees to maintain only one Member Account at any one time and all account activity will be consolidated into one report ("Report"). Developer shall provide complete and accurate information to Codemojo with respect to such Member Account, including without limitation accurate information regarding the number of daily and monthly active end users of such Developer App.
    • Reward Placement and Modifications. Developer shall place the Codemojo Tags in such a manner to assure that the Reward to be affixed to said tag is fully and clearly visible to users and displayed at least as prominently as other advertising content included in the Developer Application(s). Except to ensure that the Rewards are clearly visible as provided in this Section, Developer may not otherwise alter, copy, or modify Content without Codemojo’s prior written consent. Developer shall not (i) frame, minimize, remove or otherwise inhibit the full and complete display of any website accessed by a user after clicking on any part of a Reward; (ii) redirect a user away from any Reward Provider or Codemojo website, provide a version of an Reward Provider or Codemojo website that is different from the website a user would access by going directly to the Reward Provider or Codemojo website, respectively; intersperse any content between the Reward Provider or Codemojo and the Reward Provider or Codemojo website, as applicable, or otherwise provide anything other than a direct link from an Reward Provider or Codemojo to an Reward Provider or Codemojo website, as applicable; or (iii) use or distribute any Content on any error page, forum, discussion board, on any chat page or any content area that is open to public updates without regulation, or in any email. Developer acknowledges and agrees that: (i) the Network contains features which may restrict or limit the number or aggregate value of Rewards that may be served with respect to a Developer App; (ii) such limitations or restrictions will be visible to Developer as part of a dashboard associated with Developer’s account on the Network (the "Dashboard"); and (iii) Developer shall not directly or indirectly alter, bypass or circumvent such restrictions or limitations (or attempt to do any of the foregoing.)
    • Prohibited Developer Content. Developer will not include or provide within the Developer Application any material that is or may be considered: (i) false, deceptive, misleading, libelous, pornographic, obscene, violent, unethical or defamatory under any applicable law or in any jurisdiction in which a user resides or any other content which Codemojo reasonably deems objectionable; (ii) an infringement of any third party’s intellectual property or privacy rights; or (iii) a virus, worm, Trojan horse or other disabling device; (iv) a game of chance or other gambling-related content.
    • Developer Reward Preferences. Developer may access and set certain preference information for each Developer App via the Dashboard. Developer may use the Dashboard to indicate Developer’s preference regarding the type of Rewards to be displayed with respect to a particular Developer App, including the ability to request that (i) certain categories of Reward (e.g., Rewards relating to alcohol or tobacco) not be served to such Developer App; and (ii) Rewards relating to specific consumer brands not be included in the Developer App. Codemojo will use commercially reasonable efforts to reflect the preferences Developer has set with when determining which Rewards will be served to such Developer App.
    • Trigger Events. Any disputes regarding the number of Trigger Events shall be decided solely in accordance with reports generated from Codemojo’s (or its designated subcontractor’s) system, and all determinations made by Codemojo with respect to such matters shall be final and binding. Any attempt by Developer to affect the generation of Trigger Events (including through the use of deceptive, incentivized, mechanical, computerized or other artificial means) so as to conflict in any way with this Agreement shall result in the immediate disqualification of Developer from participation in the Network and forfeiture of any and all unpaid payments.
    • Default Rewards. Developer acknowledges and agrees that Codemojo may not be able to fill 100% of reward requests sent to its servers with paying Rewards. Under no circumstances does Codemojo guarantee to provide any percent fill of paid advertising to a Developer Application.
    • Privacy. Developer shall (i) comply with all applicable federal, state and local laws, rules and regulations relating to online privacy and (ii) prominently post within its Developer Application(s) a privacy policy in compliance with applicable regulations, including without limitation, explaining the nature and scope of the collection of user information and the purpose, use and removal of cookies.
    • Support. Developer will notify Codemojo of any support requests from end users with respect to any Reward, and Codemojo will provide basic support to such end users via email at [email protected] (but only to the extent such support relates to Rewards).
  3. Proprietary Rights
    • (a) Licenses. Subject to the terms and conditions of this Agreement, Codemojo hereby grants to Developer a limited, nonexclusive, right and license to use, execute, and display the Content solely for purposes of performing its obligations hereunder. Except for the limited license expressly granted in this Section, nothing in this Agreement shall be construed as Codemojo granting Developer any right, title or interest in any Content. Developer acknowledges and agrees, as between the parties, Codemojo and/or Reward Providers own all right, title and interest in and to the Content and all related intellectual and proprietary rights of any kind anywhere in the world. Developer’s use of the Content or the results created thereby, or disseminating or distributing any of this information except as expressly permitted by this Agreement is strictly forbidden and will result in the termination of this limited license. Without limiting the foregoing, Developer shall not use or refer to the name of any Reward Provider except through the display of Rewards delivered through the Network.
    • (b) Intellectual Property Ownership. Subject to the limited license granted to Developer hereunder, each party shall own and shall retain all right, title and interest in its trade names, logos, trademarks, service marks, trade dress, Internet domain names, copyrights, patents, trade secrets, know how and proprietary technology, including, without limitation, those trade names, logos, trademarks, service marks, trade dress, copyrights, patents, testimonials, endorsements, know how, trade secrets and proprietary technology currently used or which may be developed and/or used by it in the future (collectively, "Intellectual Property"). Except as provided in this Agreement, neither party may distribute, sell, reproduce, publish, display, perform, prepare derivative works or otherwise use any of the Intellectual Property of the other party without the express prior written consent of such party.
    • (c) Data. Developer understands that all data, including, but not limited to, personally identifiable information provided by users in response to a Reward and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by Codemojo from such data is the sole and exclusive property of Codemojo and is considered Confidential Information of Codemojo pursuant to this Agreement. Codemojo, in its sole discretion, shall have the right to market and re-market the user(s) and or data without further obligation to Developer. Developer shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such information, or any portion thereof, to any third-party. Unless otherwise agreed to in writing by the parties, any other use of such information is strictly prohibited.
    • (d) Trademarks. At Licensee’s option, subject to Codemojo’s prior written consent, Developer Applications may be branded with Codemojo specified trademarks in accordance with Codemojo’s trademark usage guidelines. Codemojo will have the right to perform quality assurance inspections of any use of Codemojo’s trademarks in each Developer Application and to withhold rights to use such trademarks if the quality is not satisfactory to Codemojo in its sole discretion. The Network may provide functionality that allows Developer to provide Codemojo with certain content or assets relating to the Developer App(s) (including, without limitation, logos or screenshots), as well as associated trademarks ("Developer Assets"). If Developer provides Codemojo with any such Developer Content, Developer shall, and hereby does grant to Codemojo a limited, royalty-free, nonexclusive, transferable, sublicensable, right and license to use the Developer Assets and trade names in connection with the Network, subject to any usage guidelines provided by Developer. Each party shall retain all right, title and interest in and to its respective trademarks (including all goodwill associated with either party’s use thereof).
  4. Payments
    • (a) Payment Terms. Codemojo will pay Developer the Developer Rev Share in accordance with this Section 4. Payments for each Trigger Event shall be paid by Codemojo to Developers where the rewards that have been sourced are from companies based within the United States no later than sixty (60) days after the end of each calendar month in which all of the following conditions (the "Trigger Conditions"") have been met: (i) such Trigger Event has actually occurred, and (ii) Net Revenue has been actually received by Codemojo with respect to such Trigger Event. Payments for each Trigger Event where the rewards have been sourced from companies based outside of the United States shall be paid by Codemojo to Developers no later than sixty (60) days after the end of each calendar month in which all of the Trigger Conditions have been met. Codemojo may retain the amount due to the Developer until the amount due to Developer exceeds one hundred dollars ($100) in the aggregate. All unpaid earnings will rollover to the next pay period. Unless otherwise agreed by the parties in writing, all payments hereunder shall be paid in U.S. currency, regardless of the location in which the Developer is located.
    • (b) Calculations. Calculation of such payments shall be based solely on data recorded and tracked by Codemojo or its contractor’s system.
    • (c) Taxes and Costs. Developer is responsible for all applicable taxes with respect to payments received hereunder. In the event that withholding taxes are imposed by any jurisdiction on the transactions pursuant to this agreement, Codemojo may withhold such taxes. Each party is responsible to for its own costs associated with its obligations under this Agreement.
  5. Confidentiality
    Each party ("Disclosing Party") may disclose to the other ("Receiving Party") certain confidential and proprietary business, technical, or financial information in connection with the services provided under this Agreement, including, but not limited to, specifications, pricing, methods and processes, information marked "proprietary" or "confidential" or which by its nature would reasonably be understood to be confidential (the "Confidential Information"). The Receiving Party agrees not to (a) use the Confidential Information for any purpose except as expressly provided in this Agreement or (b) provide access to the Confidential Information to any third party. Confidential Information shall not include information that (i) is or becomes generally publicly available through no fault of the Receiving party, (ii) was rightfully in the Receiving Party’s possession without restriction prior to disclosure by the Disclosing Party, (iii) is rightfully received without restriction from a third party, or (iv) was independently developed by the Receiving Party without reference to the Confidential Information. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to promptly notify the Disclosing Party in writing of such requirement to disclose and cooperate fully with the Disclosing Party in protecting against or minimizing any such disclosure or obtaining a protective order.
  6. Termination Either party may terminate this Agreement at any time upon thirty (30) days prior written notice. Codemojo may also terminate or suspend Developer membership and any and all access to the Network immediately, without prior notice or liability, (i) in response to end user complaints relating to the Developer App, or (ii) if Developer breaches any of the terms or conditions of this Agreement. Upon termination of Developer’s account, Developer’s right to use the Network will immediately cease and Developer will remove all Content from the Developer’s Application(s). Developer will be paid, in the next scheduled payment cycle following termination, all legitimate, non-fraudulently accrued, earnings due up to the time of termination. The following provisions shall survive any termination or expiration of this Agreement: Sections 1, 3, and 6-11.
  7. Representations and Warranties
    (a) Developer Warranties. Developer represents and warrants that (i) Developer is the sole owner of all content on the Developer Application that will be submitted to be included in the Network, and has the right to place advertising content on such Developer Application and collect compensation for such content; (ii) during the term of this Agreement, Developer and each Developer App shall comply with the terms and conditions of the then-current requirements of any third party intellectual property incorporated within the Developer App as well as all terms and conditions of any third party hosting provider that (a) provides access to the Developer App for download (or other distribution) to end users; or (b) provides access the Developer App for real-time use by end users via the internet; and (iii) Developer will comply with all applicable federal, state and local laws and regulations including, without limitation, laws relating to advertising, the Internet, privacy and unfair business practices. In the event that the Developer Application or content the Developer submits for participation in the Network is published using facilities and resources provided by any organization which may prohibit advertising, the Developer shall be deemed to have represented to Codemojo that it had the prior express approval from such organization to utilize its facilities and resources for commercial purposes.

    (b) Mutual Warranties. Each party represents and warrants to the other that (i) it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement and (ii) neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which such party is bound.

    (c) WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CODEMOJO MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE NETWORK, THE SERVICES TO BE PROVIDED HEREUNDER, THE SUCCESS OF SUCH SERVICES, AS MEASURED IN ANY WAY, ANY CONTENT PROVIDED BY AN ADVERTISER (INCLUDING THE QUALITY OR CONTENT THEREOF), ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED OR AVAILABLE THROUGH OR IN CONNECTION WITH CODEMOJO, THE REWARDS, SITES LINKED THERETO OR THEREFROM OR ANY RESULTS OBTAINED THROUGH THE USE THEREOF. OTHER THAN AS EXPRESSLY SET FORTH HEREIN, CODEMOJO HEREBY DISCLAIMS ANY AND ALL WARRANTIES INCLUDING, WITHOUT LIMITATION (1) ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY OR CONTENT OF THE CONTENT, PRODUCTS OR SERVICES ADVERTISED, OR SITES LINKED THERETO OR THEREFROM; AND (2) ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  8. Limitation of Liability
    UNDER NO CIRCUMSTANCES SHALL CODEMOJO BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THE AGREEMENT HEREIN. IN NO EVENT SHALL CODEMOJO’S TOTAL OBLIGATIONS OR LIABILITY HEREUNDER EXCEED THE AMOUNTS PAID TO DEVELOPER HEREUNDER IN THE IMMEDIATELY PRECEDING SIX-MONTH PERIOD.
  9. Indemnity
    (a) Developer Indemnification. Developer hereby agrees to indemnify, defend, and hold harmless Codemojo and its officers, directors, employees, agents, and, affiliates (collectively "Codemojo Parties") from and against any and all third party claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys’ fees) (collectively "Losses") incurred by, or imposed or asserted against, the Codemojo Parties arising out of or relating to (i) the violation of any patent, copyright, trademark, trade secret or other intellectual property or proprietary right of any third party by the Developer Application or the use thereof; (ii) any slander, libel, or defamation contained on or within the Developer Application; (iii) violation of any applicable laws, rules and regulations by the Developer Application; (iv) any breach of a representation, warranty or covenant of Developer contained in this Agreement; and (v) Developer’s unauthorized use of the Content, including but not limited to unauthorized use of the Rewards.

    (b) Indemnification Procedures. A party’s obligation to indemnify the other party hereunder will be conditioned upon the indemnified party promptly notifying the indemnifying party in writing of any such claim (however, failure of the indemnified party to so promptly notify the indemnifying party will not relieve the indemnifying party of its obligations hereunder, except to the extent the indemnifying party has been damaged thereby), promptly tendering the control of the defense and settlement of any such claim to the indemnifying party (at the indemnifying party’s expense and with the indemnifying party’s choice of counsel), and cooperating fully with the indemnifying party in defending or settling such claim including, but not limited to, providing any information or materials necessary for the indemnifying party to perform the foregoing. The indemnifying party will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to the indemnified party without the indemnified party's prior consent, which will not be unreasonably withheld.
  10. General Terms
    (a) Independent Contractors. The parties are independent contractors and no employment, agency, partnership or joint venture is created hereunder.

    (b) Notices. Notices shall be sent as follows: For Codemojo, Attention Legal, Aura Technologies & Business Centres, 99, 2nd cross, 5th block, Koramangala, Bengaluru, 560095; For Developer, to any of its publicly known physical locations of business, or as more specifically specified by Developer in writing, prior to the date of such notice. Any written notice or other written communication to a party under this Agreement shall be either delivered personally or sent by express carrier for next business day delivery or by U.S. registered or certified mail, freight or postage prepaid, and shall be deemed given when personally delivered, two (2) business days after deposit with an express carrier, or five (5) business days after mailing.

    (c) Entire Agreement. This Agreement, along with the Codemojo API/SDK License Agreement, if applicable, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, whether oral or written. In the event of a conflict between this Agreement and the Codemojo API/SDK License Agreement, this Agreement shall control. The section headings contained in this Agreement are for convenience only and shall not be considered in its interpretation. In the event of an express conflict between this Agreement and a Superseding Agreement (as defined in the preamble) the Superseding Agreement shall prevail.

    (d) From time to time, Codemojo may modify the terms and conditions in its sole discretion. When such modification is made, Codemojo will post a revised version of the terms and conditions on the website. Modifications will be effective when they are posted, unless stated otherwise. Codemojo will make reasonable efforts to provide Developer with notification that any such modification has been made. It is Developer’s responsibility to review the terms and conditions from time to time to be aware of any such modifications. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights.

    (e) Assignment. Neither party will assign its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided that either party may assign this Agreement without consent to a successor to all or substantially all its assets or business. Any purported assignment in violation of the foregoing will be void. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

    (f) Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable.

    (g) Governing Law. This Agreement and the relationship between Developer and Codemojo are governed by the laws & Courts of Karnataka, India without regard to its conflict of law provisions. Each party hereby consents to personal jurisdiction in any action brought in any court within the Karnataka, India