SIMPLI5D TECHNOLOGIES - PUBLISHER AGREEMENT TERMS AND CONDITIONS


1. DEFINITIONS. The definitions for some of the defined terms used in this Agreement are set forth below. The definitions for other defined terms are set forth elsewhere in this Agreement.

1.1 "Advertisements" or "Ads" means materials or messages in any format, including, without limitation, banner ads, sponsored links, textual, audio-visual, and interactive (such as puzzle-style and Cost Per Recall TM style) that promote an advertiser's brands, products, and/or services, which are served by the Service for display on Publisher Websites.
1.2 "Affiliate" means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
1.3 "Confidential Information" has the meaning specified in Section 8.1 below.
1.4 "Content" means all materials displayed or performed on or accessible through the Publisher Websites, including, but not limited to, text, graphics, articles, photographs, images, illustrations, audio clips, video clips, but excluding the Advertisements.
1.5 "Cookie" means an Simpli5d Technologies/ NLP Captcha and/or a Third-Party Provider alphanumeric identifier assigned to and stored on an End User's computer when such computer communicates with the Service's ad server. The Cookies are recorded by the ad server to enable the collection of non-PII from End Users.
1.6 "CPR" means Cost Per Recall TM.
1.7 "Disclosing Party" means the Party that discloses Confidential Information to the Receiving Party.
1.8 "End User" means an end user of a Publisher Website.
1.9 "Recall" means an Advertisement correctly solved by an End User.
1.10 "In-House Ads" means self-promotional Ads that Publisher runs on the Publisher Websites to put unsold Inventory to use.
1.11 "Intellectual Property" has the meaning specified in Section 7 below.
1.12 "Inventory" means the advertising inventory available on the Publisher Website.
1.13"Named User" means an employee of Publisher, or an individual consultant engaged by and acting under the direction and control of Publisher, that is designated by Publisher during the registration process as having the right to access and use the Service on the terms and conditions of this Agreement.
1.14"Net Revenue" means the gross revenues attributable to a Party's sale, use, or other disposition of the Inventory, less: (i) Sales, Service or any other applicable tax, (ii) any agency commissions, carrier and/or partner fees, and (iii) any allowances actually made or taken for returns, cash discounts, bad debts, or promotional allowances. The Parties' revenue shares are set forth in Schedule A, attached hereto and incorporated herein.
1.15"Personally Identifiable Information" or "PII" means any piece of information which can be used to uniquely identify, contact, or locate a single person, or can be used with other sources to uniquely identify a single person.
1.16"Privacy Policies" means the privacy policies maintained by Publisher on the Publisher Websites.
1.17 "Publisher Websites" means the websites owned and/or controlled by Publisher, which Publisher have designated during the registration process as being available to receive and display Advertisements served by the Service.
1.18 "Receiving Party" means the Party that receives Confidential Information from the Disclosing Party.
1.19 "Service" means Simpli5d Technologies's hosted advertising platform available via the Website by which Advertisements are served into the Inventory on Publisher Websites.
1.20 "Simpli5d Technologies Data? means the non-PII collected pursuant to Sections 3.2 and 3.3.
1.21 "Third-Party Providers" has the meaning specified in Section 3.3 below.
1.22 "Website" means the website located at www.nlpcaptcha.com or www.nlpcaptcha.in.

2. LICENSE GRANT; RESTRICTIONS ON USE.

2.1 License Grant to the Service. Subject to the terms and conditions of this Agreement, Simpli5d Technologies hereby grants to Publisher during the Term a limited, non-exclusive, non-transferable (except as permitted under Section 14 below) license, without the right to grant sublicenses, to authorize Named Users to access and use the Service solely for Publisher's internal use. Publisher shall be responsible to Simpli5d Technologies for any and all acts or omissions of the Named Users. Simpli5d Technologies reserves the right to change the availability of any feature, function, Advertisement, or Content relating to the Service, at any time, without notice or liability.
2.2 Restrictions on Use. Publisher will not (and will not permit any third party to) make any use or disclosure of the Service, the Website, or the Simpli5d Technologies Data that is not expressly permitted under this Agreement. Without limiting the foregoing, Publisher will not (and will not permit any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Service or the Website; (ii) modify, adapt, or translate the Service or the Website; (iii) make any copies of the Service, the Website, or the Simpli5d Technologies Data; (iv) resell, distribute, or sublicense the Service, the Website, or the Simpli5d Technologies Data; make the Service or the Website available on a "service bureau" basis, or otherwise allow any third party to use or access the Service, the Website, or the Simpli5d Technologies Data; (v) remove or modify any proprietary marking or restrictive legends placed on the Service or the Website; (vi) use the Service, the Website, or the Simpli5d Technologies Data in violation of any applicable law or regulation or for any purpose not specifically permitted in this Agreement; (vii) introduce into the Service or the Website any software, virus, worm, "back door," Trojan Horse, or similar harmful code; (viii) authorize or encourage any third party to, generate fraudulent impressions of or fraudulent clicks on (or fraudulent type-ins or completions of puzzles, or the like, with respect to) any Advertisement, including but not limited to, through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software; (ix) communicate directly with any advertiser regarding the Advertisements or Publisher's use of the Service; (x) proxy, modify, obscure, hide, or circumvent the identify, location, or other identifiable information about an End User; or (xi) initiate any communication of any kind that encourages, solicits, induces, diverts, entices, or otherwise diminishes Simpli5d Technologies business or relationship with any advertiser or publisher.

3. ACCESS TO THE PUBLISHER WEBSITES; INVENTORY GUARANTEE.

3.1 Sign-In Name; Password; Unique Identifiers. During the registration process for Named Users, Simpli5d Technologies may require a Named User to create an account, which may include a unique sign-in name ("Sign-In Name"), password ("Password"), and perhaps certain additional information that will assist in authenticating a Named User's identity when that Named User logs into the Service in the future ("Unique Identifiers"). When creating the account, a Named User must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Named User. Publisher is solely responsible for the confidentiality and use of Publisher Named Users' Sign-In Names, Passwords, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Website using one or more of them. Publisher will promptly inform Simpli5d Technologies of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. Simpli5d Technologies reserves the right to delete or change a Named User's Password, Sign-In Name, or Unique Identifier at any time and for any reason. Simpli5d Technologies will not be liable for any loss or damage caused by any unauthorized use of Publisher Named Users' accounts.
3.2 Right to Access by Simpli5d Technologies. In order to use the Service, Publisher must make the Publisher Websites available to receive and display the Advertisements served by Simpli5d Technologies and to receive the Cookies. Publisher hereby grants Simpli5d Technologies the right during the Term to (i) access, index, and cache requests made from the Publisher Websites to the Service, including by automated means; (ii) use Cookies, web beacons, and other technologies on the Publisher Sites via the Advertisements in order to collect non-PII from and tailor Advertisements to End Users on Publisher Websites and other websites; (iii) collect and use PII voluntarily provided by End Users in response to Advertisements; and (iv) serve Advertisements into the Inventory.
3.3 Right to Access by Third-Party Providers. Publisher hereby grants Simpli5d Technologies the right to permit third-parties ("Third-Party Providers") to (i) use Cookies, web beacons, and other technologies on the Publisher Websites via the Advertisements in order to collect non-PII from and tailor Advertisements to End Users on Publisher Websites and other websites; and (ii) collect and use PII voluntarily provided by End Users in response to Advertisements.
3.4 Inventory Guarantee. Throughout the Term, Publisher shall guarantee that all of the Inventory shall be filled via the Service, and Publisher hereby grants Simpli5d Technologies the right to use Publisher's name in connection with the marketing, promotion, and sale of such Inventory.

4. PRIVACY POLICIES.

4.1 Creation and Maintenance of Privacy Policies. During the Term, Publisher shall publish and maintain a Privacy Policy on each Publisher Website as set forth in this Section 4. Each Privacy Policy shall be clearly written and shall be prominently linked from the Publisher Website home page. At all times during the Term, Publisher shall ensure that its relationship with Simpli5d Technologies, as described herein, is in compliance with Publisher's Privacy Policies.
4.2 Required Disclosures. Publisher's Privacy Policies shall prominently and clearly disclose: (i) the nature and scope of the automatic collection and use of non-PII on the applicable Publisher Website; (ii) that Publisher shares certain non-PII with third parties for tailoring Advertisements to End Users on Publisher Websites and on other websites; (iii) that Publisher collects PII that End Users have voluntarily disclosed in response to an Advertisement, and shares such PII with third parties; and (iv) that End Users may opt out of Simpli5d Technologies's collection and use of the non-PII and PII.
4.3 Recommended Language. Publisher may fulfill the obligation set forth in Section 4.2 by including the following language, or statements substantially similar, in its Privacy Policies: "We share non-personal information about Publisher activity at our website with third parties for the purpose of tailoring, analyzing, and reporting on advertising Publisher see on this and other websites. These third parties may use cookies, web beacons, and/or other technologies to tailor the ads Publisher see here and at other websites Publisher may visit. In addition, we share with these third parties any information Publisher voluntarily provide in response to an Advertisement. For more information about the information that is collected and used by third parties, or to opt-out of their collection and use of this information, please contact such third parties at the addresses listed below in this Privacy Policy.

5. FEES, PAYMENT, AND PRICING.

5.1 Payment Terms. Each Party's share of Net Revenue shall be determined on a calendar monthly basis. Simpli5d Technologies shall pay Publisher within thirty (30) days after the close of each calendar month for the Inventory Simpli5d Technologies sold during the previous calendar month; provided that Simpli5d Technologies has received the complete payment from the advertisers for the Inventory in reference. In case Simpli5d Technologies has not received the complete payment from the Advertisers, Simpli5d Technologies, in its sole discretion, holdback such Net Revenue (the "Holdback"). If Simpli5d Technologies elects to employ the Holdback, Simpli5d Technologies shall release each such Holdback within thirty (30) days after Simpli5d Technologies's receipt of complete payment from the advertisers for the Inventory that was the subject of the Holdback. In the event Simpli5d Technologies has not received complete payment from advertisers within one (1) year after the month in which such Inventory was sold, the payments in reference will be deemed as bad debts and Simpli5d Technologies will have no liability towards the Publisher on account of these bad debts. For Inventory sold by Publisher, Publisher shall pay Simpli5d Technologies within thirty (30) days of Publisher's receipt of payment from the advertiser. Publisher shall pay Simpli5d Technologies the fees associated with any In-House Ads within thirty (30) days after receiving Simpli5d Technologies's invoice. Notwithstanding anything to the contrary herein, if a Party's earned balance is less than Two Thousand Indian Rupees (INR 2000), no payment shall be made until the amounts owed by the other Party exceed such amount. If a Party disputes any payment made hereunder, it must notify the other Party in writing within thirty (30) days of any such payment. Failure to so notify the other Party shall result in the waiver by the Party of any claims related to such disputed payment. Payments shall be calculated solely based on records maintained by the Parties. To ensure proper payments, each Party is responsible for providing and maintaining accurate contact and payment information with the other Party regarding its account.
5.2 Exclusions. Simpli5d Technologies shall not be liable for any payments based on (i) any fraudulent impressions, fraudulent clicks, or fraudulent recalls or completions of puzzles, or the like, generated by any person, robot, automated program, or similar device, all as reasonably determined by Simpli5d Technologies; (ii) impressions commingled with a significant number of any of the fraudulent occurrences described in (i) above; or (iii) any breach of this Agreement by Publisher. In addition, for the sake of clarity, if a Party does not receive the applicable payment in full from any advertiser, its liability or responsibility to the other Party shall be reduced by the pro rata amount not collected from the advertiser (and the other Party hereby releases the selling Party) with respect to such uncollected amount. Each Party shall exert commercially reasonable efforts to minimize bad debt and to collect all amounts due to the Parties.
5.3 Taxes. The Party that collects revenue generated from the Advertisements shall pay all applicable sales, service, and other such taxes related to such revenue (excluding any taxes imposed or based on a Party's income) or provide the other Party evidence of exemption from such taxes.
5.4 Records. Each Party shall keep, maintain, and preserve for at least one (1) year following termination or expiration of this Agreement accurate records relating to such Party's obligations hereunder. Such records shall be maintained as confidential, but shall be available for inspection and audit.
5.5 Pricing. In cases where Publisher is selling Inventory via the Service, the inventory with higher Cost Per Recall will be given preference, without the prior, written approval of Simpli5d Technologies.

6. TERMINATION.

6.1 Termination. Either Party may terminate this Agreement: (i) for a material breach by the other Party where such breach is not cured within thirty (30) days of written notice of such breach; and (ii) on sixty (60) days prior written notice to the other party in the event a Change in Law (as defined below) frustrates the purpose of this Agreement.
6.2 Effect of Termination. Upon termination of this Agreement:
(a) Each Party shall pay the other Party for all amounts payable hereunder as of the effective date of termination in the next scheduled payment cycle, taking into account any setoffs Simpli5d Technologies may have pursuant to Section 5.1;
(b) If Simpli5d Technologies terminates the Agreement for the material breach by Publisher in accordance with Section 7.1(i), Publisher shall pay Simpli5d Technologies liquidated damages in the amount of two (2) times the gross revenues actually received by the Parties from their sale, use, or other disposition of Advertisements from the immediately prior calendar quarter; (
c) All rights and licenses granted hereunder will immediately cease, and Publisher will immediately cease all access of the Service; provided, however, that Simpli5d Technologies shall continue to own all right, title, and interest in and to the Simpli5d Technologies Data and any PII voluntarily submitted by End Users; and
(d) Publisher shall either return to Simpli5d Technologies (or, at Simpli5d Technologies's instruction, destroy and provide Simpli5d Technologies with written certification of the destruction of) all documents, computer files, and other materials containing any Confidential Information (as defined below) of Simpli5d Technologies that are in Publisher's possession or control.
6.3 Survival. The following provisions will survive termination of this Agreement: Section 1 ("Definitions"), Section 5.1 ("Payment Terms"), Section 5.3 ("Taxes"), Section 5.4 ("Records"), Section 6.2 ("Effect of Termination"), Section 7 ("Ownership"), Section 8 ("Confidentiality"), Section 9 ("Representations and Warranties; Disclaimer; Changes in Law"), Section 10 ("Limitation of Liability"), Section 11 ("Indemnification"), Section 13 ("Miscellaneous Provisions"), and this Section 6.3 ("Survival").

7. OWNERSHIP.

7.1 Intellectual Property. Simpli5d Technologies owns and shall own all right, title, and interest in and to the Service, the Website, the Simpli5d Technologies Data, and any other data (including PII) submitted by End Users in response to an Advertisement, including all source code, object code, operating instructions, and interfaces developed for or relating to the Service and/or the Website, together with all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, and derivative works thereto, including all copyrights and other intellectual property rights relating thereto (the "Intellectual Property"). Publisher will have no rights with respect to the Intellectual Property other than those expressly granted hereunder. Publisher shall have no right to develop (or to permit any third party to develop) any software tool or other application that interfaces with the Service or the Website.
7.2 Usage of Data. Simpli5d Technologies, in its sole discretion, shall have the right to copy, sell, distribute, transfer, lease, assign, market, use, license, and re-market the Simpli5d Technologies Data and any PII voluntarily provided by End Users without further obligation to Publisher. Publisher 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 Simpli5d Technologies Data or PII, or any portion thereof, to any third-party.

8. CONFIDENTIALITY.

8.1 Definition of Confidential Information. For the purposes of this Agreement, "Confidential Information" means the Service, the Website, and any and all source code relating thereto; the Simpli5d Technologies Data and any PII that End Users have voluntarily disclosed in response to an Advertisement; all Sign-In Names, Passwords, and Unique Identifiers; all pricing and Fees relating to the Service and the Inventory; and any other non-public information or material regarding Simpli5d Technologies's and/or Publisher's legal or business affairs, financing, customers, properties, or data. Notwithstanding any of the foregoing, Confidential Information does not include information which: (i) is or becomes public knowledge without any action by, or involvement of, the Receiving Party; (ii) is documented as being known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) is independently developed by the Receiving Party without reference or access to the Confidential Information and is so documented; or (iv) is obtained by the Receiving Party without restrictions on use or disclosure from a third person who, to the Receiving Party's knowledge, did not receive it, directly or indirectly, from the Disclosing Party.
8.2 Use and Disclosure of Confidential Information. The Receiving Party shall, with respect to the Disclosing Party's Confidential Information: (i) use such Confidential Information only in connection with its performance of its obligations and exercise of its rights under this Agreement; (ii) subject to Section 8.4 below, restrict disclosure of such Confidential Information within its organization to only those employees and consultants and its Affiliates who have a need to know such Confidential Information in connection with its performance of this Agreement and (iii) except as expressly contemplated under the preceding clause (ii), not disclose such Confidential Information to any third party unless authorized in writing by the Disclosing Party to do so.
8.3 Protection of Confidential Information. The Receiving Party shall protect the confidentiality of the Disclosing Party's Confidential Information using at least the degree of care that it uses to protect its own confidential information (but no less than a reasonable degree of care).
8.4 Compliance by Affiliates and Personnel. The Receiving Party shall, prior to providing any Affiliate, employee, or consultant access to any of the Disclosing Party's Confidential Information, inform such Affiliate, employee, or consultant of the confidential nature of such Confidential Information and require such Affiliate, employee, or consultant to comply with the Receiving Party's obligations hereunder with respect to such Confidential Information. The Receiving Party shall be responsible for any violation of this Section 8 by any such Affiliate, employee, or consultant.
8.5 Required Disclosures. In the event the Receiving Party becomes or may become legally compelled to disclose any of the Disclosing Party's Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or other process or otherwise), the Receiving Party shall provide to the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the Receiving Party shall furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed, and shall use its best efforts to insure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.

9. REPRESENTATIONS AND WARRANTIES; DISCLAIMER; CHANGE IN LAW.

9.1 Mutual Representations and Warranties. Each Party represents and warrants that: (i) it has the full right, power, and authority to enter into this Agreement, to discharge its obligations hereunder, and to grant the licenses granted hereunder; and (ii) it shall comply with all applicable federal, state, and local laws, rules, and regulations in the conduct of its business and in the performance of its obligations under this Agreement, including, without limitation, laws relating to advertising, the Internet, privacy and unfair business practices.
9.2 Additional Representations and Warranties of Publisher. Publisher further represents and warrants to Simpli5d Technologies that: (i) Publisher is the owner of each Publisher Website or that Publisher is legally authorized to act on behalf of the owner of each such Publisher Website for the purposes of this Agreement; (ii) Publisher is the sole owner of (or otherwise has sufficient rights to) all Content on Publisher Websites that will be submitted to be included in the Service, and has the right to place Advertisements on such Publisher Websites and to permit Simpli5d Technologies and Third-Party Providers to collect and use End User data as specified herein; (iii) no Content on any of Publisher Websites and no Advertisements sold by Publisher will infringe or otherwise violate the rights of any third party; (iv) Publisher shall, during the Term, maintain the Privacy Policies as set forth in Section 5 and comply with the provisions of Section 2.2.
9.3 Disclaimer. SIMPLI5D TECHNOLOGIES CANNOT GUARANTEE THAT THE SERVICE OR THE WEBSITE WILL BE AVAILABLE AT ALL TIMES, OR THAT EVERY ERROR IN THE SERVICE OR PROBLEM RAISED BY PUBLISHER WILL BE RESOLVED. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1 AND SECTION 9.2, THE SERVICE, THE WEBSITE, AND THEIR COMPONENTS, AND ANY OTHER MATERIALS PROVIDED BY SIMPLI5D TECHNOLOGIES HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE." IN ADDITION, PUBLISHER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SIMPLI5D TECHNOLOGIES HAS NO CONTROL OVER (AND IS MERELY A PASSIVE CONDUIT WITH RESPECT TO) ANY ADVERTISEMENT THAT MAY BE SUBMITTED, PUBLISHED, OR SERVED ON THE PUBLISHER WEBSITES, AND THAT PUBLISHER IS SOLELY RESPONSIBLE (AND ASSUMES ALL LIABILITY AND RISK) FOR DETERMINING WHETHER OR NOT SUCH ADVERTISEMENTS ARE APPROPRIATE OR ACCEPTABLE TO PUBLISHER. SIMPLI5D TECHNOLOGIES MAKES NO GUARANTEE REGARDING THE LEVEL OF IMPRESSIONS OF OR CLICKS ON ANY ADVERTISEMENT, OR THE TIMING OF DELIVERY OF SUCH IMPRESSIONS AND/OR CLICKS. IN ADDITION, PUBLISHER ACKNOWLEDGES AND AGREES THAT SIMPLI5D TECHNOLOGIES MAY NOT BE ABLE TO FILL ONE HUNDRED PERCENT (100%) OF ADVERTISING REQUESTS SENT TO ITS SERVERS WITH PAYING ADVERTISEMENTS. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1 AND SECTION 9.2, NEITHER PARTY MAKES ANY WARRANTY WITH RESPECT TO THE SERVICE, THE WEBSITE, THE SIMPLI5D TECHNOLOGIES DATA, THE ADVERTISEMENTS, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. TO THE EXTENT THAT A PARTY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
9.4 Changes in Privacy Laws. The Parties hereby acknowledge that: (i) the state of the law with respect to behavioral advertising, contextual advertising, cookies, PII, and informational privacy is unsettled; and (ii) subsequent to the Effective Date, new or changes in existing applicable federal, state, and local laws, rules, and regulations (a "Change in Law") may hold that the operation of the Service and the Website, the collection and use of data and cookies, or other activities as contemplated under this Agreement, is not permissible. Neither Party makes any representations or warranties with respect to such Changes in Law, and each Party hereby expressly disclaims any representations, warranties, guarantees, covenants, or obligations relating thereto. In the event any such Change in Law frustrates the purpose of this Agreement, either Party may terminate this Agreement on written notice in accordance with Section 6.1.

10. LIMITATION OF LIABILITY. IN NO EVENT WILL SIMPLI5D TECHNOLOGIES BE LIABLE TO PUBLISHER, ANY END USER, OR ANY OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SIMPLI5D TECHNOLOGIES WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION, SIMPLI5D TECHNOLOGIES'S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT WILL NOT EXCEED SIMPLI5D TECHNOLOGIES'S SHARE OF THE NET REVENUE ACTUALLY RECEIVED BY SIMPLI5D TECHNOLOGIES HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE LOSS. NOTWITHSTANDING THE FOREGOING, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO DAMAGES ARISING FROM SIMPLI5D TECHNOLOGIES'S FAILURE TO MAKE PROPERLY DUE PAYMENTS HEREUNDER.

11. INDEMNIFICATION. Each Party shall indemnify, defend, and hold harmless the other Party, and the other Party's officers, directors, employees, attorneys, and agents (collectively, the "Indemnified Parties") from and against any and all losses, liabilities, damages, fines, and claims, and all related costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest, and penalties) incurred by such Indemnified Parties in connection with any third-party claim to the extent arising from, relating to, or alleging that the Party has breached any of its representations and warranties hereunder.

12. PUBLICITY.

12.1 Branding on Publisher Websites. Publisher agrees to post Simpli5d Technologies's name and logo at a point size not smaller than one-half (1/2) inch in height on either the homepage or the "advertising" page of each Publisher Website, as mutually agreed by the Parties. The logo shall hyperlink to a separate page communicating contact information for Simpli5d Technologies.
12.2 Promotional Materials. Publisher hereby grants Simpli5d Technologies a non-exclusive, worldwide, non-transferable, royalty-free license to use Publisher's name, trademarks, service marks, and logos ("Publisher Trademarks") on Simpli5d Technologies's website, promotional materials, and marketing collateral in connection with the Service. Simpli5d Technologies shall make no other use of the Publisher Trademarks. Simpli5d Technologies acknowledges and agrees that the rights granted to it under this Section are license rights only, and nothing contained in this Agreement constitutes or shall be construed to be an assignment of any or all of Publisher's rights with respect to the Publisher Trademarks. Publisher retains the right to specify, from time to time, the format in which Simpli5d Technologies shall use and display the Publisher Trademarks, and Simpli5d Technologies shall use or display the Publisher Trademarks only in a format approved by Publisher.

13. MISCELLANEOUS PROVISIONS. The failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Neither Party shall be liable to the other Party for any failure to perform its obligations hereunder where such failure results from any cause beyond its reasonable control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sub-licensable by either Party, except with the other Party's prior written consent, except to a successor to all or substantially all of that Party's assets or business (for which no consent of the other Party is required). This Agreement shall be governed by and construed in accordance with the laws of the state of Punjab, India without regard to the conflict of laws provisions thereof. Without limiting Simpli5d Technologies's right to seek injunctive or other equitable relief in court, either Party may elect (by written notice given prior to filing a complaint or, in the case of the defendant, prior to answering a complaint) to resolve a dispute by binding arbitration in the English language in Punjab, India under the Rules and Procedures of the Judicial Arbitration and Mediation Service, Inc.; the decision of the arbitrator will be enforceable in any court; and the arbitrator shall apply the law of India, as stated above. The Party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees. Both Parties agree that this Agreement, including the attached Schedule, is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. Any modification to this Agreement must be in a writing signed by both parties; provided, however, that Simpli5d Technologies may modify this Agreement at any time by posting such modification on www.nlpcaptcha.com, and any such modification shall go into effect thirty (30) days after it is so posted. It is Publisher's responsibility to check for such modifications on a regular basis. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither Party has any authority of any kind to bind the other Party in any respect whatsoever. This Agreement may be executed in counterparts (which may be exchanged by facsimile or PDF), each of which shall be deemed an original, but which together shall constitute one and the same instrument.

SCHEDULE A - REVENUE SHARES

In full and complete consideration for the licenses and other rights granted in this Agreement, the parties shall divide Net Revenue as follows:
(a) When CPR Inventory Sold by Simpli5d Technologies or a Third Party, and Advertisements Served By Simpli5d Technologies on Publisher Site. Publisher shall receive forty percent (40%) of Net Revenue, and Simpli5d Technologies shall receive sixty percent (60%) of Net Revenue when Simpli5d Technologies sells Inventory and serves the Advertisements for such Inventory on the Publisher Site.
(b) When CPR Inventory Sold By Publisher, and Advertisements Served by Simpli5d Technologies on Publisher Site. Publisher shall receive sixty percent (60%) of Net Revenue, and Simpli5d Technologies shall receive forty percent (40%) of Net Revenue when Publisher sells Inventory and Simpli5d Technologies serves Advertisements for such Inventory on the Publisher Site.
(c) When CPR Inventory Sold By Publisher, and Advertisements Served by Simpli5d Technologies on Simpli5d Technologies's Network. Simpli5d Technologies shall receive eighty percent (80%) of Net Revenue, and Publisher shall receive twenty percent (20%) of Net Revenue when Publisher sells Inventory and Simpli5d Technologies serves Advertisements for such Inventory not on the Publisher Site, but on another website in Simpli5d Technologies's ad network.
(d) When Inventory is Not Sold on a CPR Basis. If Inventory is not sold on a CPR basis, Simpli5d Technologies shall pay Publisher 50% of net revenue.
The revenue splits set forth in Sections (a) through (c) above may be changed by Simpli5d Technologies in its sole discretion at any time during the Term upon thirty (30) days prior notice to Publisher.