Updated in 5/11/2021.

If you create an account with Vuukle (either on dash.vuukle.com or news.vuukle.com or via our comment section on publisher partner pages), you agree to the Vuukle's Terms of Service for End-Users and Publishers. If you are using Vuukle' social engagement, analytics or monetisation services on your website you are (“You, CUSTOMER, Publisher, or user”), therefore the Vuukle Terms of Service for Publishers applies to you.

If you subscribed as a commentary on a Vuukles social engagement services on a publisher website your are (“You, publisher end-users, or end-user”), therefore Vuukle Terms of Service for End-Users applies to you..

Vuukle Terms of Service for End-Users

Vuukle DMCC (“Vuukle”, “we”, “us” or “our”) offers audience engagement and ad revenue monetization platform that provides web-based social widgets to end-users on third-party websites coupled with real-time analytics and engagement monetisation. These Terms of Service (the “Terms”) govern your use of and access to our Comments System, Social Share Bar, Real-Time Analytics, reactions functionality and engagement monetisation (collectively the “Service”) by using the Service you understand and agree to be bound by these Terms.

Use of the Service

You may only access and use the Service if you agree to be bound by these Terms, are over the age of 13, and are not a person barred from receiving or using the Services under the laws of the applicable jurisdiction. If you are accepting these Terms and using the Service on behalf of a company, organization, government or other legal entity, you represent and warrant that you are authorized to do so. In the event you breach these Terms, or violate the Basic Rules of Vuukle, Vuukle may, in our sole discretion, revoke your rights to use the Service and terminate your account.

License to Use the Service

Vuukle grants you a non-exclusive, limited, non-transferable, revocable license to access and use the Service in accordance with the Terms and in the manner contemplated hereunder. Vuukle reserves all rights not expressly granted herein in and to the Service and the Vuukle Content (as defined below). Vuukle reserves the right to revoke your license to use the Service at any time and for any reason.

Vuukle reserves the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy applicable law; (ii) enforce these Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or other technical issues; (iv) respond to end-user support requests; (v) protect the rights, property or safety of Vuukle; (vi) or as otherwise set forth in the Vuukle Privacy Policy.

Modifying or Discontinuing the Service

We are constantly changing and improving Service. We may, without prior notice to you, add or remove functionalities or features, and we may suspend or stop the Service altogether.

Vuukle's Account

By creating a Vuukle's account, you agree to these Terms. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lowercase letters, numbers and symbols) with your account. You may never use another end-user’s account without permission. You must notify Vuukle immediately of any breach of security or unauthorized use of your account. Vuukle will not be liable for any losses caused by any unauthorized use of your account. You may control your End-User profile and how you interact with the Service by changing the settings in your profile settings.

Privacy

The Vuukle Privacy Policy describes how we use and process the information you provide to us when you use the Service. You understand that by using the Services you consent to the collection, use and disclosure of your information as set forth in our Privacy Policy.

Content on the Services

You are responsible for your use of the Services and for any content you submit, post, display or otherwise make available on or through the Service (“End-user Content”), including that such End- End-user Content complies with applicable laws, rules, and regulations. You should only provide Content that you are comfortable sharing with others.

Vuukle takes no responsibility and assumes no liability for any End-user Content that you or any other End-user or third-party posts or sends over the Service. You shall be solely responsible for your End-user Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your End-user Content. You understand and agree that you may be exposed to End-user Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Vuukle shall not be liable for any damages you allege to incur as a result of End-user Content.

Any use of or reliance on End-user Content or materials posted via the Services or obtained by you through the Services is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any End-user Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to End-user Content that might be offensive, harmful, inaccurate, inappropriate for children or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. All End-user Content is the sole responsibility of the person who originated such end-user content. We may not monitor or control the End-user Content posted via the Services and, we cannot take responsibility for such end-user content. You agree that Vuukle shall not be liable for any damages you incur as a result of end-user content.

Vuukle respects the intellectual property rights of others and expects users of the Service to do the same. We reserve the right to remove End-user Content alleged to be infringing without prior notice, at our sole discretion and without liability to you. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us as described below.

By using the Service you represent and warrant that your End-user Content does not violate any applicable law or infringe any third party proprietary rights, including but not limited to, any Intellectual Property Rights.

Rights Regarding End-user content

You retain your rights to any End-user Content (“User Content”). By submitting, posting or displaying any Content on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, Vuukle a worldwide, royalty-free, non-exclusive, sublicensable, transferable, perpetual and irrevocable license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, distribute, and make derivative works of such End-user Content in any and all media, technology or distribution methods (now known or later developed). This license authorizes Vuukle to make your End-user Content available to the rest of the world and to let others do the same. You agree that this license also includes the right for Vuukle to provide, promote, and improve the Services and to make End-user Content submitted to or through the Services available to other companies, organizations or individuals for the syndication, broadcast, distribution, promotion, publication, or otherwise of such End-user Content on other media and services. Such use by Vuukle or other companies, organizations or individuals may be made with no compensation paid to you with respect to your content.

Vuukle Content

Vuukle's name, logo, designs, trademarks, trade dress, service marks, copyrights, patents or other intellectual property rights in Vuukle's software, images, text, graphics, illustrations, logos, APIs etc. (the “Vuukle Content”) is the exclusive property of Vuukle or its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or to Vuukle Content, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Vuukle Content. Use of the Vuukle Content for any purpose not expressly permitted by these Terms is strictly prohibited.

Service Rules

Please review the Vuukle Service Rules below, in consideration of the license to use the Services you agree to comply with the Service Rules which are part of these Terms and outline what is prohibited on the services. Please also note, Vuukle comments often appear in websites and online communities not owned by Vuukle, these websites and online communities may have their own rules about content and comments on their website, please respect the rules of the communities in which you are using Vuukle to comment.

Bullying; Harassment; Hate Speech. We do not allow bullying or hate speech on the Vuukle platform. Hate speech attacks people based on “protected characteristics” which include race, ethnicity, sexual orientation, religious affiliation, sex, gender, gender identity or serious disability or disease. Bullying targets individuals with the intention of degrading or shaming them. Bullying is especially harmful to minors because they may be more vulnerable. Vuukle prohibits bullying and hate speech and requires our users to respect each other and comment with the respect and sensitivity of others in mind.

Trademark Rights and Rights of Publicity. Impersonation. Users are required to respect the intellectual property rights of others, and are prohibited from posting content that violates someone else’s copyright, trademark, or right of publicity. Additionally, users are prohibited from impersonating others in a manner that does or is intended to mislead or deceive others. Accounts portraying another person in a confusing or deceptive manner may be banned at Vuukle's discretion.

Safety; Self-Harm. Users are prohibited from promoting or encouraging suicide or self-harm. When we receive reports that a person is threatening suicide or self-harm, we may take a number of steps to assist them, such as reaching out to that person and providing resources such as contact information for our mental health partners.

Violence and Criminal Acts. Users are prohibited from promoting or publicizing violent crime, theft, or fraud. We also prohibit users from making credible threats of violence, serious physical harm, or death. This includes, but is not limited to, promoting, publicizing or threatening terrorist activity, organized hate crime, mass or serial murder, human trafficking, organized violence.

Child sexual exploitation. Vuukle prohibits content that sexually exploits or endangers children. If we become aware of apparent child exploitation, we will report it in compliance with applicable law.

Inappropriate Content. Graphic media, including explicit violence, gore, and pornographic content are not allowed.

Deceitful data collection. Malware Collecting or harvesting any personally identifiable information, including account names, from the Service; attempting to interfere with, to compromise the system integrity or security or to decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading data, viruses, worms, or other software agents through the Service accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xiii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.

Spam. Users are prohibited from posting or sending Spam through the service. What constitutes Spam is constantly evolving. Generally, Spam means repeated actions that negatively impact others, such as repeatedly posting a comment with the intent to post a thread etc.

The list of rules above is constantly evolving. Vuukle may update and revise these rules at any time, please review Vuukle Basic Rules for more information.

Link to third party content

End-user Content may contain links to websites or applications operated by third parties. We do not have any influence or control over any such third party websites or applications or the third party operator. We are not responsible for and do not endorse any third party websites or applications or their availability or content.

Disclaimer/Limitation of Liability

The Services are provided on an as-is and as-available basis. You agree that your use of the website and/or Services will be at your sole risk except as expressly set out in these Terms of Service. All warranties, terms, conditions, and undertakings, express or implied (including by statute, custom or usage, a course of dealing, or common law) in connection with the website and Services and your use thereof including, without limitation, the implied warranties of satisfactory quality, fitness for a particular purpose, and non-infringement are excluded to the fullest extent permitted by applicable law.

We make no warranties or representations about the accuracy or completeness of the website’s content and are not liable for any (1) errors or omissions in content; (2) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored on our server; (3) any interruption or cessation of transmission to or from the website or services. We will not be responsible for any delay or failure to comply with our obligations under these Terms of Service if such delay or failure is caused by an event beyond our reasonable control.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE, AND OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE WEBSITE OR SERVICES. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE WEBSITE OR SERVICES IS TO IMMEDIATELY DISCONTINUE AND CEASE USE OF THE WEBSITE AND THE SERVICES.

Term and Termination

These Terms of Service shall remain in full force and effect while you use the website or Services or are otherwise a user of the website, as applicable. You may terminate your use or participation at any time, for any reason, by discontinuing use of the website and/or Service.

Without limiting any other provision of these Terms of Service, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the website and the Services (including blocking certain IP addresses), to any person for any reason including without limitation for breach of any representation, warranty, or covenant contained in these Terms of Service or of any applicable law or regulation.

If we determine, in our sole discretion, that your use of the website/Services is in breach of these Terms of Service or of any applicable law or regulation, we may terminate your use or participation in the website and the Services or delete your profile and any content or information that you posted at any time, without warning, in our sole discretion.

If we terminate or suspend your account for any reason set out in this Agreement, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress, as well Vuukle’s reserves the right to stop all payments and disable ads and publishers must remove all codes and scripts from their websites with immediate effect.

General

These Terms of Service and any policies or operating rules posted by us on our website or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.

If any provision or part of a provision of these Terms of Service is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and us as a result of these Terms of Service or use of the website or Services. A person who is not a party to these Terms of Service shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms of Service.

In order to resolve a complaint regarding the Services, or to receive further information regarding use of the Services, please contact us by email at support@vuukle.com.

Vuukle Terms of Service for Publishers.

Vuukle’s Terms and Conditions of the Service outline the rules for the use of Vuukle´s website and services, located at vuukle.com and constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“You, CUSTOMER, Publisher, users), and Vuukle DMCC (We, Us). By using Vuukle’s website and services, you acknowledge that you have read, understood, and agreed with Vuukle’s Terms and Conditions of the Service .

Additional policies which also apply to your use of our services include:

Our Privacy Notice, which sets out the terms by which we process the personal data we collect from you.
Our Data Processing Agreement - DPA, which explains how we process your data and includes our EU Standard Contractual Clauses. Need a full version signed copy? Drop us an email at support@vuukle.com..
The Vuukle’s Service Agreement, describes the terms and conditions that apply to your use of the Services. Need a full version signed copy? Drop us an email at support@vuukle.com..

Our services are intended for users who are at least 16 years old. If you are under the age of 16, you are not allowed to use our services without parental permission.

Access and Use.

Access. Vuukle hereby grants Publisher a non-exclusive, non-transferable right to access and use Vuukle's software application, application program interface (API), website, and software as a service, (the “Service”) during the Term (as defined below). Publishers may integrate the Service on any web sites owned, operated or controlled by Publisher.. Publishers shall not in any way deliver, transfer, or otherwise provide access to or make available the Service to any third parties except as specifically permitted by this Agreement. Publisher is solely responsible for the activity that occurs on Publishers account, and is required to keep its account password secure. In the event of any breach of security or unauthorized use of Publishers account, Publisher shall notify Vuukle immediately. Vuukle will not be liable for any losses caused by any unauthorized use of Publishers account.

Use. Publishers shall use the Service in accordance with the Terms of this Agreement and the Vuukle's privacy policy. Publisher shall be solely responsible for maintaining its own equipment and establishing its own connection via the Internet to the Service. Publishers shall not take any action to interfere with the Service or any other user's use of the Service, Vuukle's host or network, including, without limitation, via means of overloading, “flooding”, “mailbombing” or “crashing” the Service.

Updates. The parties agree that Vuukle may make updates, modifications or improvements (collectively, “Updates”) to the Service from time to time in its sole discretion.

Payments and Fees. Publisher shall pay Vuukle all fees set forth on the Service Order, including any sales, excise, service, use or other taxes now or hereafter imposed upon or required to be collected by Vuukle by any authority in connection with this Agreement, excluding taxes based upon Vuukle's net income (collectively, the “Fees”).

Paid Subscription. In the event Publisher elects a Paid Subscription for the Service, the Fees for the Service shall be billed in advance monthly and shall be due thirty (30) days from the date of invoice.The first invoicing will occur immediately after execution of this Agreement. Any additional customization or setup fees for additional integration work or work required to add Applicable Sites shall be set forth on a subsequent Service Order Form which shall be governed by the terms of this Agreement. Publishers shall be responsible for interest on all Fees overdue by more than thirty (30) days from the date on the invoice at a rate of the lesser of one and one-half percent (1.5%) per month or the maximum rate allowable by applicable law. Such interest will accrue on a daily basis and be compounded on a monthly basis. Publisher will also be responsible for payment of all reasonable expenses (including reasonable attorneys’ fees and costs) incurred by Vuukle in collecting any overdue amounts.

Advertising; Revenue Share. If Publisher has selected a plan that is supported by advertising, Publisher agrees that Vuukle may include advertisements and/or content provided by Vuukle and/or a third party (collectively “Ads”) as part of the Service. Vuukle, in its sole discretion, determines whether the Publisher’s Applicable Site(s) are eligible to receive payments for running advertisements. Publisher agrees to comply with any specifications that may be required by Vuukle from time to time to enable proper delivery, display, tracking and/or reporting of Ads. As a prerequisite to earning Revenue Share, Publisher shall be required to submit valid payment information and relevant tax forms via Vuukle's publisher dashboard. Vuukle shall have no obligation to pay Publisher in the event Vuukle has not received payment from its advertisers. Publisher acknowledge and accept the risk that third parties may generate impressions, clicks or other actions by fraudulent or improper means (“Fraudulent Activity”). Vuukle shall have no responsibility or liability to Publisher, and shall have no obligation to pay Publisher, in connection with any Fraudulent Activity. Vuukle shall pay Publisher the Revenue Share due to Publisher ninety (90) days from the end of each calendar month that Ads are running on the Applicable Site(s). Vuukle shall not distribute Revenue Share to Publisher if the amount due to Publisher is less than $100. Publishers shall be required to claim Revenue Share from Vuukle within three (3) months of the date Revenue Share was distributed to Publisher. In the event Publisher does not claim Revenue Share within such a time period, Vuukle shall have the right to reclaim such Revenue Share. Vuukle reserves the right, in its sole discretion, not to run Ads on the Applicable Site(s) for any reason, or no reason, including, but not limited to, quality of the content or content requirements from Vuukle's advertisers.

Reporting. In the event that Publisher has a Paid Subscription to use the Service, the amount of such Paid Subscription is determined based on the Applicable Site(s) page views per month (the “Monthly License Fee”). Publisher shall be required to track and maintain accurate records of the number of average monthly page views per each Applicable Site (“Page Views”) and shall provide such records of Page Views to Vuukle after the first 60 days of the Agreement, and thereafter, 15 business days prior to the end of each twelve (12) month period. Vuukle shall use such records to prepare the invoice for the following twelve (12) months’ Monthly License Fee in accordance with the fee tiers set forth in the Service Order.

Data Ownership and Privacy.

Data Ownership. Vuukle shall own all rights, title and interest in and to the comments, content, data and information that is displayed, uploaded, exchanged, transmitted or collected through the Service as provided to the Publisher (the “Vuukle Personal Data”). Vuukle hereby grants Publisher a limited, non-exclusive and revocable license to use the Vuukle User Data for comment moderation and analytics purposes only (the “Permitted Purpose”).

Data Processing. For the purposes of this clause, the terms "controller", "data subjects", "personal data", "processor", "processing", and “supervisory authority” shall have the meaning given to them by the European Regulation 2016/679 (“GDPR”). We (“Vuukle") and you ("Publishers") are each independent controllers in relation to your “data” and your “end users data”, accordingly the terms of this “Privacy Notice” and our “Vuukle's Terms of Service for Users and Publishers. If Publisher is required to process Vuukle Personal Data for any other purpose by a law to which Publisher is subject, Publisher shall inform Vuukle of this requirement before the processing, unless that law prohibits this on grounds of public interest, (ii) ensure that its personnel and subcontractors who have access to the Vuukle Personal Data have committed themselves to confidentiality and are aware of and comply with Publisher's duties and their personal duties and obligations under this Agreement (iii) implement appropriate technical and organizational security measures to ensure a level of security appropriate to the risks that are presented by the processing of Vuukle Personal Data. In case of a personal data breach which affects Vuukle Personal Data, Publisher will notify Vuukle without undue delay after becoming aware of it, (iv) taking into account the nature of the processing, assist Vuukle by appropriate technical and organizational measures insofar as it is possible to fulfill Vuukle's obligations to respond to requests from data subjects exercising their rights; (v) taking into account the nature of the processing and the information available to Publisher, assist Vuukle, at Vuukle's cost, to ensure compliance with the obligations under the GDPR with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (vi) upon termination of this Agreement or upon Vuukle's request, destroy or return all Vuukle Personal Data to Vuukle (unless a law requires storage of the Vuukle Personal Data), and (vii) make available to Vuukle all information reasonably necessary to demonstrate compliance with the obligations laid down in this section and allow for and contribute to audits, including inspections, conducted by Vuukle or an auditor mandated by Vuukle. Vuukle acknowledges and agrees that Publisher may retain its affiliates and other third parties as sub-processors (all together "Sub-Processors") in connection with the provision of the Services having imposed on such Sub-Processors the same data protection obligations as are imposed on Publisher under this Agreement. Publishers will be liable to Vuukle for the performance of the Sub-Processors' obligations. Publisher will inform Vuukle in advance of any changes concerning the addition or replacement of third party processors.

Compliance with Privacy Laws. Both Vuukle and Publisher shall comply fully with all applicable laws, rules, regulations, and government orders relating to data protection and data privacy, including, but not limited to, the GDPR, (collectively “Privacy Laws”), and will only collect, use and disclose User Data collected through the Service and the Applicable Site(s) as set forth in this Agreement and in compliance with applicable Privacy Laws. Publisher will ensure that each of its Applicable Sites contains, a privacy policy that complies with all Privacy Laws and specifically (i) discloses the usage of third-party technology; and to the extent Cookie Tracking is turned on, the data collection and usage by Vuukle’; and (ii) contains a conspicuous live hyperlink to give users the ability to opt out of interest-based advertising through the Service.

Third-party vendors and processors. Your data held in our platform will be stored on the servers of our third-party vendor infra-structure service providers. The vendor does not use or have access to your personal information for any purpose other than cloud computing, storage, and retrieval. We may disclose personal data to our suppliers or subcontractors processors that provide “sufficient guarantees”, and “appropriate technical and organizational security measures” as reasonably necessary for website and services operational reasons, customer support services, and financial transactions relating to our services.

Advertising Partner. We use third-party advertising networks that can provide “appropriate technical and organizational security measures”, that collect and use "usage data'' to display ads based on the use of our services. The third-party ad network partners use tracking technologies like cookies and SDKs to collect data.

Advanced Matching Partners. We enable the collection of non-sensitive hashed data by our Advanced Matching Partners network that can provide “appropriate technical and organizational security measures” to provide their services. Our partners may use tracking technologies like Cookies, Mobile Advertising IDs or MAIDs, Statistical IDs, Web Beacons, Pixel Tags, JavaScript, HTML5 Local Storage, or similar technologies, along with other information described in their Privacy Statement.

Intellectual Property. Notwithstanding anything to the contrary in this agreement, all intellectual property rights (a) owned or licensed by a party before the date of this agreement and (b) created, developed or licensed by that party after the date of this Agreement independently of this Agreement shall continue to vest in that party or its Vuukles. Publisher acknowledges that all intellectual property rights in the Service (including any improvements, enhancements and modifications thereto), Vuukle's Confidential Information and any other software, data, or information provided or made available to Publisher under this Agreement (together the “Vuukle's Intellectual Property”) shall belong to Vuukle and Publisher shall have no rights in or to Vuukle's Intellectual Property other than the right to use it in accordance with the terms of this Agreement. Unless otherwise agreed to in writing, Publisher shall not remove or obscure any copyright, trademark or patent notice that appears on the Service.

Confidential Information. In connection with this Agreement, each party may disclose, or may learn of or have access to, certain confidential proprietary information owned by the other party (“Confidential Information”).Confidential Information means any non-public data or information, oral or written, that relates to a party, or any of its business activities, technology, developments, inventions, processes, trade secrets, know how, source code, plans, financial information, Publisher and supplier lists, forecasts, and projections. Notwithstanding the foregoing, Confidential Information is deemed not to include information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the receiving party; (iii) is rightfully communicated to the receiving party by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the receiving party's possession free of any confidentiality obligations with respect thereto; (v) can be documented as independently developed by a party without use of any Confidential Information of the other party; or (vi) is approved for release or disclosure by the disclosing party without restriction. Each party shall use reasonable measures to maintain the Confidential Information of the other party in confidence and shall not disclose, publish or copy any part of such Confidential Information, to any third party.Each party shall only use the Confidential Information of the other party for the purpose of this Agreement and shall limit disclosures to any employees on a strict need-to-know basis.Notwithstanding the foregoing, a party may disclose Confidential Information of the other party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that such party gives reasonable prior notice (if permissible) to the other party to contest such order or requirement.Upon request, each party shall return to the other party, or certify the destruction of, all Confidential Information of the other party.

Representations and Warranties.

Each party represents and warrants to the other party that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; (ii) the execution of this Agreement and the performance of its obligations hereunder, do not and will not violate any agreement to which it is a party or by which it is bound; and (iii) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms.

Vuukle makes the following ongoing representations and warranties: (i) that Vuukle's software is not contaminated by harmful code (e.g., self-propagating program instructions commonly called viruses or worms); and (ii) that if Vuukle software contains any third party software, Vuukle has all rights necessary to license such software.

Publisher represents and warrants to Vuukle that: (i) it owns, operates, or controls all Applicable Sites; (ii) the Applicable Sites do not contain materials that infringe or violate any third party proprietary rights including, but not limited to, third party intellectual property rights, or materials that violate any applicable laws, rules, or regulations; and (iii) the Applicable Sites do not contain any harmful or disabling software code, including without limitation any virus, time-bomb or trojan horse.

Except for the express warranties provided for herein, the service, and any support services are provided to Publisher “as is” and Vuukle expressly disclaims all warranties, express, implied or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and noninfringement, and any warranties arising out of course of dealing, usage, or trade. Vuukle does not warrant that the service or any updates will meet Publisher's specific requirements or that the operation of the service or updates will be completely error-free or uninterrupted. Vuukle shall not be liable to Publisher for any inoperability of the service or for any loss of information or other injury, damage or disruption of any kind.

Limitation of Liability.

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF USE, DATA, BUSINESS OR PROFITS OR COSTS OF COVER) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SERVICE AND/OR UPDATE(S), WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT Vuukle HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT SHALL VUUKLE CUMULATIVE LIABILITY TO THE OTHER EXCEED THE FEES PAID TO Vuukle BY PUBLISHER DURING TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO SUCH LIABILITY.

Indemnification.

Vuukle. Vuukle shall indemnify, defend and hold harmless Publisher and its affiliates, and their respective shareholders, officers, directors, employees, agents, successors and assigns from and against any and all third party claims for losses, liabilities, costs, expenses (including amounts paid in settlement and reasonable attorneys’ fees and expenses), penalties, judgments and damages (“Losses”) resulting from any claim by a third party that the Services or infringe or violate the intellectual property rights of any third party, provided, in each case, that Licensee is promptly notified in writing of the claim; (ii) Vuukle has sole control of the defense and any negotiations for the settlement of such claim; and (iii) the indemnified party provides to Vuukle, at Vuukle's expense, with all reasonable assistance, information, and authority necessary to perform the above.Should the Services Vuukle's opinion, be likely to become, the subject of a claim of infringement, Vuukle may, at its option and expense, either procure for Publisher the right to continue using the Services or replace or modify the Services or Work Product in order to make them non-infringing.

Publisher. Publisher agrees to indemnify, defend and hold harmless Vuukle, its affiliates and their respective officers, directors, and employees from and against any and all Losses to the extent that such is based upon any third party claim in connection with (i) Publisher’s breach of any of its representations or warranties made hereunder; (ii) Publisher’s violation of any applicable laws, rules or regulations, including, but not limited to, any data protection and data privacy laws and regulations and industry association guidelines; or (iii) Publisher’s violation of any third party intellectual property right.

Term and Termination

Term. This Agreement shall commence on the Effective Date and shall continue for an initial term of twelve (12) months following the Launch Date (the “Initial Term”). After the expiration of the Initial Term, this Agreement shall automatically renew for additional twelve (12) month periods unless either party gives not less than ninety (90) days’ prior written notice of its intention not to renew (the initial term and any Renewal Term collectively referred to as the “Term”).

Termination. This Agreement shall terminate: (i) by a party thirty (30) business days after the other party’s receipt of written notice that such party is in material breach of any of the terms or conditions set forth in this Agreement, unless such party cures such breach within said thirty (30) business days period or (ii) upon written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated its business voluntarily or otherwise, and same has not been discharged or terminated within ninety (90) days. Notwithstanding the foregoing, Vuukle may immediately and without prior notice terminate or suspend Publisher’s access to the Service in the event Vuukle reasonably believes that continued Publisher access or storage may harm the Service, expose Vuukle to liability or is necessary to comply with applicable law.

Obligations Upon Termination. Upon the effective date of expiration or termination of this Agreement for any reason, whether by Publisher or Vuukle, Publisher’s right to use the Service shall immediately cease. It is Publisher’s sole responsibility to download User Data; Vuukle has no obligation to make any data available to the Publisher following the date of termination. Promptly upon expiration or termination of this Agreement for any reason, Publisher shall pay any unpaid and outstanding Fees due to Vuukle that have accrued as of the date of expiration or termination and Publisher shall return to Vuukle, or certify the destruction of, all copies of the Vuukle's Confidential Information.

General Provisions

Severability and Waiver. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties.The failure of either party to partially or fully exercise any rights or the waiver of either party of any breach shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement.

Independent Contractors. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties.Publisher may not assign any of its rights or obligations under this Agreement to any other entity without the prior written consent of Vuukle, which shall not be unreasonably withheld.

Assignment. Neither party may, or shall have the power to, assign this Agreement without the prior written consent of the other; provided, however, that either party may assign its rights and obligations under this Agreement without the approval of the other party to any subsidiary or Affiliate or successor in connection with a merger, consolidation, sale of all of the equity interests of the party, or a sale of all or substantially all of the assets of the party to which this Agreement relates; provided, that in no event shall such assignment relieve such party of its obligations under this Agreement. Subject to the foregoing, this Agreement shall be binding on the parties hereto and their respective successors and assigns.

Entire Agreement. This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties on this subject matter and supersedes all prior negotiations, understandings and agreements between the parties concerning this subject matter. Neither Party will be bound by, and each party specifically objects to, any term, condition, or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this agreement).No amendment or modification of this Agreement shall be made except by a writing signed by both parties.

Survival. The provisions of this Agreement, which by their nature are intended to survive after termination or expiration of this Agreement shall so survive the expiration or termination of this Agreement regardless of the reason or reasons therefore.

Freedom of Action. Either party is free to enter into similar agreements with others and may design, develop, manufacture, acquire or market competitive products or services. Either party may assign and re-assign its employees in any way it may choose and neither party is restricted in any way from hiring or soliciting employees of the other.

Counterparts Acceptable. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute one and the same document.

Vuukle shall be entitled, without prior consultation with or approval of the Publisher, to make press releases or other public disclosures with respect to this transaction. Publisher grants Vuukle a non-exclusive license during the Term to use its name and trademarks in marketing materials, website or customer lists; provided, that Publisher has the right to notify Licensor in writing if it does not agree to any of the foregoing uses of its name and trademarks.

Force Majeure. Except for payment obligations, neither party shall be in breach of this Agreement or responsible for damages caused by delay or failure to perform, in full or in part, its obligations hereunder, provided that there is due diligence in attempted performance under the circumstances and that such delay or failure is due to fire, earthquake, unusually severe weather, strikes, government sanctioned embargo, flood, act of God, act of war or terrorism, act of any public authority or sovereign government, civil disorder, delay or destruction caused by public carrier, or any other circumstance substantially beyond the control of the party to be charged.

Notice. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person (including by overnight courier) or three days after being mailed by registered or certified mail (postage prepaid, return receipt requested) or sent by email, and on the date the notice is sent when sent by verified facsimile or email, in each case to the respective Parties at the address first set forth hereto.

Vuukle DMCC

Unit 2980, DMCC Business Centre, Level 1

Dubai - UAE