Publisher Agreement

This PapTap Publisher Agreement was updated on April 23, 2014. By accessing and using the PapTap Ltd. (“PapTap”, “us” or “we”) technology and the PapTap website following such update, you indicate that you have read and agree to the updated terms and conditions of this PapTap Publisher Agreement, including those attached hereto as Appendix A(collectively, the “Agreement”).

PLEASE READ CAREFULLY THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE USING THE PAPTAP PLATFORM OR CREATING A MOBILE APP. THIS IS A LEGAL AGREEMENT BETWEEN US AND YOU AS A “PUBLISHER”. ADDITIONALLY, THE PAPTAP WEBSITE TERMS OF USE http://paptap.com/terms-of-use/AND THE PAPTAP PRIVACY POLICY AVAILABLE AT: http://www.PapTap.com/privacy-policy ARE BOTH INCORPORATED HEREIN BY REFERENCE AND ARE A PART OF THIS AGREEMENT.

Publishing. You may create your Mobile App(s) by registration & publishing with PapTap as a Publisher and acceptance of the terms and conditions of this Agreement, including without limitation, the terms of your chosen Subscription Plan. During such registration, you will be provided with or may choose a username and password with which you shall be able to access your online account available on www.PapTap.com (the “Publisher Account” or “your Account” or “Account”). You may create additional Mobile Apps by using any tools and/or features available in your Account (to the extent applicable).

Subscription Plans. We may provide you with various subscription plans that will allow you to choose: (i) what kind of administrative and promotional tools will be available to you when using the Mobile App(s);(ii) features to be included in your Mobile App; (iii) services to be included in your chosen Subscription Plan; and (iv) the fee for your chosen Subscription Plan, all of which are available via the PapTap Platform (the Subscription Plans may be updated from time to time by PapTap).

Submission Services. You may utilize our submission services, which will allow you to submit your Mobile App(s) to the mobile application stores or marketplace of mobile applications, as detailed in Section 6 in Appendix A attached hereto.

BY CLICKING THE “PUBLISH” OR “TAP” (OR SIMILAR LANGUAGE PROVIDED BY PAPTAP) BUTTON, BY ACCESSING OR USING THE PAPTAP PLATFORM OR YOUR PUBLISHER ACCOUNT, OR BY CREATING A MOBILE APP, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT AND AGREE THAT PAPTAP WILL TREAT YOU AS A PUBLISHER ON THE PAPTAP PLATFORM FROM THAT POINT ONWARDS. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE PAPTAP PLATFORM AND/OR CREATE AND/OR DISTRIBUTE A MOBILE APP VIA THE PAPTAP PLATFORM. IF YOU CONSENT TO THIS AGREEMENT ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT AND YOUR CONSENT TO THIS AGREEMENT WILL BE TREATED AS THE CONSENT OF THE BUSINESS. IN THAT EVENT, “PUBLISHER”, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT BUSINESS. YOU ALSO CONSENT TO THE USE OF: (A) ELECTRONIC MEANS TO COMPLETE THIS AGREEMENT AND TO PROVIDE YOU WITH ANY NOTICES GIVEN PURSUANT TO THIS AGREEMENT; AND (B) ELECTRONIC RECORDS TO STORE INFORMATION RELATED TO THIS AGREEMENT AND YOUR USE OF THE PAPTAP TECHNOLOGY. PAPTAP RECOMMENDS THAT YOU PRINT OUT OR SAVE A LOCAL COPY OF THE AGREEMENT FOR YOUR RECORDS.

For any questions with respect to your account, please contact us at:contact@paptap.com.

Last updated: April 22, 2014

APPENDIX A – GENERAL TERMS AND CONDITIONS

  1. DEFINITIONS

The following capitalized terms shall have the following meanings:

    1. “PapTap Privacy Policies” means the PapTap privacy policy available at: http://www.PapTap.com/privacy-policy/, which contains information about PapTap’s policy and procedures regarding the collection, use, sharing and disclosure of information PapTap receives from users of the PapTap Technology and/or website, as may be updated by PapTap from time to time and which is incorporated herein by reference.
    2. “PapTap Platform” means PapTap Technology and/or the TPC.
    3. “PapTap Technology” means PapTap’s proprietary Mobile Apps generating platform and any other products and services provided by PapTap therein or in connection thereto for use and/or display on the internet, mobile phones, tablets and/or any other current or future platform or media (whether owned by PapTap or licensed by it) including, but not limited to, software and tools provided by PapTap to Publisher which enable the implementation and administration of the Mobile App(s) in connection with the PapTap Technology, but not including TPC.
    4. “Content” means data, information, graphics, links, web pages, signs, images, software and code, files, texts, photos, audio or video, sounds, visual works, musical works, works of authorship, and components.
    5. “Content Sharing Services” means the service, software and features made available by PapTap which enables web and/or mobile publishers and Content providers to access, distribute and share their Content with third parties as well as select and use third party Content shared by others.
    6. “End User” means an individual user who downloads, installs or uses a Mobile App.
    7. “End User Content” means any Content, information or other materials which End Users post, upload, link and otherwise submit to or via a Mobile App.
    8. “Export Control Laws” means any U.S. export laws and regulations including export or re-export directly or indirectly of technology, including to countries embargoed by the U.S.
    9. “Fraudulent Activity” means any of the following activities: (a) fictitious installation and/or download of a Mobile App; (b) installing or uninstalling any program (including, without limitation, a Mobile App) on an End User’s mobile device, without the End User’s consent or any other similar practices; (c) automated, deceptive, fraudulent, encouraged or other invalid searches in any web search feature, or searches for any purpose other than organic retrieval of information and web browsing in good faith; (d) automated and/or fraudulent clicks on: ads, sponsored links, sponsored search results, Mobile App components, or such clicks for purposes other than retrieval of information in good faith; (e) initiating or using a promotion in connection with a Mobile App which violates any applicable law or regulation, or an existing agreement between Publisher and PapTap or which is not consistent with industry standards and good practices; (f) reverse engineer, bypassing and/or circumventing the PapTap Platform, including any subscription plan available therein; (g) hacking to a Mobile App or the PapTap Platform or any part thereof, or using a Mobile App or the PapTap Platform in order to hack into public or private infrastructure or equipment; or (h) using in connection with a Mobile App or the PapTap Platform any material that contains software viruses or any other computer code, files or programs designed to interrupt, hijack, destroy or limit the functionality of any computer software, hardware, network or telecommunications equipment.
    10. “Intellectual Property Right(s)” means: (i) all inventions, whether patentable or not, all improvements thereto and derivatives thereof, and all patents and patent applications; (ii) all registered and unregistered trademarks, service marks, trade names, trade dress, logos and registrations and applications for registration thereof; (iii) all copyrights in copyrightable works, all other rights of authorship, including without limitation moral rights, and all applications and registrations in connection therewith; (iv) all trade secrets and confidential business and technical information (including, but not limited to, research and development, know-how, proprietary knowledge, financial and marketing information, business plans, formulas, technology, engineering, production and other designs, drawings, engineering notebooks, industrial models, software and specifications); (v) all rights in databases and data compilations, whether or not copyrightable; and (vi) all copies and tangible embodiments of any or all of the foregoing (in whatever form, including electronic media).
    11. “Marks” mean trademarks, service marks, trade names, trade dress and associated logos, in each case, whether or not registered.
    12. “Mobile App(s)” means any mobile application and/or mobile website generated or administered by Publisher via its use of the PapTap Technology in compliance with the terms and conditions of this Agreement, for use on mobile phone device, tablet, television and/or any other current or future platform or media.
    13. “Mobile App Privacy Policy” means the default privacy policy provided by PapTap that governs the collection, use and disclosure of information by PapTap as a result of an End User’s usage of a Mobile App and/or the services therein.
    14. “Monetization Tool(s)” means advertisement and/or any other sponsored service, link or offering and/or search services, embedded in, bundled with or attached to the installation / download, usage or display of the Mobile App(s), and/or any promotion and/or marketing materials and/or merchandise provided by PapTap in connection with this Agreement. Monetization Tools may include: web search services, advertisements or offering of additional applications or services.
    15. “Prohibited Activity” means: (a) any activity or use of Content that (i) encourages conduct that would be considered a criminal offense or could give rise to civil liability, or violates any applicable law, regulation or order of any court or tribunal including, but not limited to, collecting, using or disclosing personal information from any individuals in violation of applicable law, including without limitation personal information of minors in violation of applicable privacy law, including, without limitation, the Children’s Online Privacy Protection Act of 1998, regulation and/or industry best practices; (ii) violates, misappropriates, or infringes any third party (including, without limitation, End Users) Intellectual Property Rights, rights of privacy and publicity, or other proprietary or legal rights; (iii) materially interferes or disrupts web navigation or browsing; (iv) involves rewards programs or actual monetary exchanges, without PapTap’s express written approval; or (v) modifications to other mobile applications (and/or Content on such mobile applications) used by End Users and controlled by third parties without the End Users’ consent; (b) usage which adversely affects public or private infrastructure or equipment; (c) installation or un-installation of a Mobile App that is generated without an accurate and conspicuous disclosure and without informed consent or any other similar practices; (d) Fraudulent Activity; (e) use, endorsement, and/or promotion of Content which: (i) is, promotes or advocates pornographic, obscene, excessively profane, racist, ethnically offensive, threatening, infringing, excessively violent, libelous, gambling-related, or discriminatory activity, promotes illegal drugs or arms trafficking, violates Export Control Laws, creates a risk to a person’s safety or health, compromises national security or interferes with an investigation by law enforcement officials, or is offensive, misleading or deceptive material or is any type of malware; (ii) promotes, advocates or facilitates terrorism, terrorist-related activities or violence; or (iii) contains excessive or inappropriate advertisements as determined by PapTap in its sole discretion; (f) using a Mobile App or the PapTap Platform to offer, distribute or promote any mobile application that is substantially similar to the Mobile App; or (g) redirecting traffic or replacing web pages or any other pages available in a Mobile App to web pages or other pages which promote Content or products which may adversely affect the use of the Mobile App and/or violates any of the prohibitions contained herein;
    16. “Publisher” means an individual or entity that creates, implements, distributes, makes available or administers a Mobile App.
    17. “Publisher Materials” means any Content provided or used by Publisher in connection with a Mobile App, including that which a Publisher adds to any part of the PapTap Technology, the TPC, or to Publisher’s website, including any new releases or new versions thereof and any Updates thereto.
    18. “Terms” means PapTap’s End-User terms of use to which End Users must provide their assent as part of the Mobile App installation process.
    19. “Third Party Content” or “TPC” means any third party Content and technology that is offered, distributed or promoted in or from the PapTap Technology.
    20. “Updates” means bug fixes, error corrections and patches; and does not include new versions or new releases.
  1. GRANT OF LICENSE
    1. Publisher License. PapTap hereby grants to Publisher a limited, non-exclusive, non-assignable, non-transferable, non-sub-licensable right and license, during the Term to use the software and tools that are provided as part of the PapTap Technology solely to create, use, distribute and administer Mobile App(s) (collectively, the “Publisher License”).
    2. PapTap License. Publisher hereby grants to PapTap and its corporate affiliates a worldwide, royalty free, non-exclusive right and license (with the right to sublicense) to: (a) use, reproduce, modify, crewel, catch, distribute, perform, transmit, display and access the Publisher Materials which Publisher has added to the PapTap Platform solely for the purposes of making the Publisher Materials available in the Mobile App(s), promoting Mobile App(s) and implementing any changes or updates to Mobile App(s) as set forth herein; (b) distribute, promote, place and display the Mobile App, including the Publisher Materials; (c) access and query Mobile App(s) as set forth in this Agreement, including without limitation to run any queries necessary to confirm Publisher’s compliance with the terms and conditions of this Agreement or to implement any changes or updates to the Mobile App(s); (d) implement, provide or make available from time to time Monetization Tool(s) as may be applicable; and (e) submit the Mobile App(s) to App Store(s) under PapTap account and/or under Publisher Account, as applicable (collectively, the “PapTap License”). In the event that Publisher wishes to exclude the Publisher Materials from any such promotion or distribution, Publisher shall notify PapTap via the “Contact Us” link which is available at its Publisher Account.
    3. Each party grants to the other party a limited, worldwide, non-sub licensable, non-exclusive license to use the other party’s Marks solely to engage in the marketing and promotional activities set forth in this Agreement. Any use by one party of a Mark of the other party must be in accordance with applicable law and with respect to PapTap, solely in accordance with PapTap’s trademark policy. Each party acknowledges and agrees that any and all goodwill and other proprietary rights that are created by or that result from such party’s use of a Mark of the other party as permitted hereunder will inure solely to the benefit of the other party.
  2. MOBILE APP CUSTOMIZATION
    1. Publisher agrees to provide accurate, current and complete information during the registration process and to keep such information up to date. PapTap reserves the right to suspend or terminate the Publisher Account if in PapTaps’ sole determination it reasonably believes that any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. Publisher is responsible for safeguarding and maintaining the confidentiality of its username, password and corresponding Publisher Account information. Publisher agrees that it is entirely and solely responsible for any and all activities or actions that occur under its Publisher Account, whether or not Publisher has authorized such activities or actions. Publisher agrees to notify PapTap in writing of any unauthorized and/or fraudulent use of its Publisher Account, a Mobile App, the name of its Mobile App or its username or password. For purposes hereof, Publisher’s identifying details will be those provided by it during the registration process for creating its first Mobile App hereunder or as may be updated during the Term (as defined below) subject to PapTap’s prior written approval.
    2. Without derogating from any of the terms and conditions of this Agreement, in the event that Publisher does not access its Publisher Account for a consecutive period of at least six (6) calendar months, PapTap may modify any Mobile App (including its features and/or functionality) or remove from the PapTap servers any Mobile App associated with such Publisher Account or suspend access to or terminate such Publisher Account without notice.
    3. PapTap retains the exclusive right in its sole discretion to: (a) determine which features, services, products, software or other tools will be available for Publisher’s use via the PapTap Platform; and (b) add, change or remove any Content, materials and/or functionality made available in any Mobile App or in the PapTap Platform at any time, with or without reason. For example, PapTap may change the settings and/or appearance of any part of the PapTap Platform or any elements thereof which may be provided in a Mobile App or otherwise, without prior notice or PapTap may provide any Updates, new versions, new releases and upgrades to any PapTap Platform or any other elements thereof. Notwithstanding the foregoing, PapTap will do its reasonable commercial efforts that Publisher Materials will not be modified, but only the format of the Publisher Materials as provided in a Mobile App will be changed as a result of the technical removal or addition of a functionality or element of a PapTap Platform from a Mobile App.
    4. PapTap retains the exclusive right to determine, implement, provide or make available from time to time any Monetization Tool(s). Publisher will not: (i) modify, remove or interfere with the Monetization Tools; (ii) provide, make available or link to services, functionality or features that compete with or are similar to or are substitutes for, the Monetization Tools; or (iii) permit, authorize or encourage a third party to engage in any of the activities set forth in clauses (i) or (iii).
    5. In the event that PapTap offers certain unique feature or functionality, such as video search or music features as part of the PapTap Platform (each a “Unique Feature”), Publisher shall not modify, remove or interfere with Unique Features, including but not limited to, the default settings and/or the definitions thereof.
  1. SUBSCRIPTION PLANS TERMS
    1. Terms of Payment. In consideration for the Subscription Plan, Publisher will pay PapTap the fees applicable to its chosen Subscription Plan. Certain Subscription Plans entail recurring billing (monthly/quarterly/annually), others may be subject to onetime fee or are free of any charge. For subscription plans that involve publishing on a third party market (Apple App Store/Google Google Play and others) all applicable fees are pre-paid via the PapTap Platform and are non-refundable. For subscription plans that do not involve publishing on a third party market all fees are fully refundable within 7 days notice from initial purchase date to PapTap via (contact@paptap.com). Publisher acknowledges and agrees that, if applicable to Publisher, V.A.T will be added to all subscription fees as required by Israeli law. In case of recurring billing, Publisher will be automatically charged in each calendar month in accordance with the terms of its chosen Subscription Plan.
    2. Termination of Subscription Plan. In the event Publisher terminates its subscription to any paying Subscription Plan, then such termination shall take effect in the next billing cycle. PapTap will not refund Publisher for early termination of the Agreement or for any paying Subscription Plan.
    3. Reports. PapTap will provide Publisher with access to an online page hosted on PapTap’s servers where it can view reports and analysis regarding the usage of its Mobile App. PapTap will not be liable for any unavailability or inaccuracy, temporary or otherwise, of any reports, data or information provided online.
  2. SWITCHING BETWEEN SUBSCRIPTION PLANS; EXCEEDING INSTALLATION QUOTA
    1. Publisher may upgrade or downgrade its Subscription Plan at any time during the term of this Agreement by using PapTap Platform. Any downgrade of Subscription Plan will enter into effect as from Publisher’s consecutive billing date.
    2. If Publisher exceeds its current Subscription Plan installation and/or download quota for creating Mobile Apps and fails to upgrade its Subscription Plan (the “Payment Violation” and “Payment Violation Event”) the following terms shall prevail:
      1. The Mobile App control panel may cease to be available to Publisher.
      2. Certain features of the Mobile App(s) that were available to Publisher via the Publisher Account may cease to be available.
      3. Publisher acknowledges and agrees that until Payment Violation is cured: (a) if Publisher has placed advertisement(s) in the Mobile App, using PapTap Platform, it will not be entitled to receive any payment with respect to any advertisement, as of the date in which the Payment Violation Event occurs and until the Payment Violation is cured (if cured), or (b) if Publisher has not placed advertisements, which are available via the PapTap Platform, in the Mobile App, PapTap will have the right, at its sole discretion, to place such advertisements in the Mobile App. Publisher acknowledges and agrees that the foregoing measure is adequate and reasonable compensation due to PapTap in light of any Payment Violation.
    3. Notwithstanding the foregoing, PapTap shall have the right to (a) take any additional actions as permitted by this Agreement when a Fraudulent Activity is taking place; (b) deactivate the Mobile App and (c) immediately terminate this Agreement, without notice, following a Payment Violation Event.
  3. SUBMISSION SERVICES
    1. Eligibility. In order to use the Submission Services, Publisher will enter into separate agreement with each of the application stores or marketplaces of mobile applications (the “App Store(s)”) and thereby create an account. Once Publisher account with the relevant App Store is activated, it will be able to use the Submission Services.
    2. License. Publisher hereby agrees to provide PapTap with its account login details with each of the applicable App Stores (the “Account Details”). By providing PapTap with the Account Details, Publisher hereby authorizes and grants PapTap a right and license to (i) submit its Mobile App on Publisher’s behalf to the App Store (s) of its choice, (ii) upgrade or update its Mobile App resource files, to the extent such upgrade or update is applicable and/or requested by Publisher and/or the relevant App Store(s) or as otherwise permitted by this Agreement, and (iii) remove a Mobile App from the App Store. Publisher represents and warrants that it will provide PapTap with accurate Account Details and any additional information reasonably requested by PapTap for the purpose of performing the actions permitted under this section.
    3. Submission Services may include, at PapTap’s sole discretion, and on a case by case basis, a review by PapTap of the Mobile App(s) and correspondence with Publisher prior to submission to the respective App Store or thereafter in the event of rejection.
    4. During the Term and the Wind-down Period of this Agreement, PapTap shall keep Publisher Account Details. PapTap will use commercially reasonable efforts to safeguard Publisher Account Details.
    5. Providing Submission Services shall not derogate from Publisher’s undertakings under this Agreement, including for Mobile App Content and functionality. Publisher shall remain the developer of the Mobile App and therefore responsible for the Content that Publisher adds and/or makes available to or in the Mobile App.
    6. PapTap makes no representations or warranties of any kind, whether express, implied, statutory or otherwise, with respect to, nor takes any responsibility for, (a) the acceptance of a Mobile App by any App Store (s); and (b) Publisher’s compliance or non-compliance with the respective App Stores terms of use, standards or guidelines.
    7. Terms of Payment. In consideration for the Submission Services, Publisher will pay PapTap a one-time fee, if applicable to its chosen Subscription Plan, as set forth in the PapTap Platform (the “Submission Services Fee”). The Submission Services Fee may be updated from time to time. Publisher acknowledges and agrees that it is solely responsible for any and all costs and expenses relating to or required in connection with Publisher using any third party’s services in connection with the development of the Mobile App. In addition to any refund policy of PapTap (if any), if the submission of any Mobile App is denied by the applicable App Store, then the respective Submission Services Fee will not be refunded. Publisher acknowledges and agrees that notwithstanding the Submission Services provided by PapTap hereunder, each App Store may charge Publisher with a submission fee for opening a developer account with such App Store or any other fees determined by the App Store. Such fees will be paid by Publisher directly to such App Store.
  4. PAYMENTS
    1. Payments by Publisher under this Agreement may be processed by PapTap or a third party appointed by PapTap for such purpose (the “Payment Processor”), and which may be replaced from time to time, at PapTap’s sole discretion.
    2. All payments are made in currency as available by the Payment Processor, and are nonrefundable unless specified otherwise under the respective service.
    3. All fees hereunder are exclusive of all taxes, levies, or duties imposed by the taxing authorities. Publisher acknowledges and agrees that it will bear and be responsible for all applicable taxes, duties and other governmental charges imposed on it with respect to this Agreement.
    4. Transactions made over the weekend may be charged on the first following business day.
    5. To the extent that a payment is required for a certain service, Publisher: (a) will be required to provide a credit card issued by one of the major credit card companies or any other payment method to the extent offered in connection with the respective service; and (b) will be able to use a service under this Agreement after the Payment Processor verifies that Publisher’s credit card or any other payment method it provided (to the extent applicable) for payment, is accurate and valid. Once Publisher has initiated payment, the Payment Processor will inform Publisher whether the payment has been successfully processed or if it failed. If payment verification fails, Publisher may be asked to provide an alternative credit card or payment method (to the extent applicable).
  5. PUBLISHER UNDERTAKING
    1. Publisher will not attempt to interfere with or disrupt the PapTap Platform or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the PapTap Platform for Publisher’s own use as permitted herein). Except as expressly specified in this Agreement, Publisher will not: (a) use, copy, create derivative works of or modify the PapTap Platform or any part thereof; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the PapTap Platform to any other person or entity; or (c) use the PapTap Platform or a Mobile App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement. Publisher will not disassemble, decompile, attempt to derive the source code of, or otherwise reverse engineer the PapTap Platform or a Mobile App or any part thereof, in whole or in part, or permit or authorize any other person or entity to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
    2. Publisher represents and warrants that the Publisher Materials do not contain, distribute or promote any Prohibited Activity or any Content that may be regarded as Prohibited Activity. In addition, Publisher shall not, nor shall it allow any other person or entity to: (a) create, distribute, promote or use a Mobile App by any means that constitute a Prohibited Activity; and (b) use in connection with a Mobile App or the PapTap Platform any Content generated by any other person or entity which is engaged in any Prohibited Activity.
    3. Publisher represents and warrants that it shall not, and shall not allow any third party to: (i) engage in any Prohibited Activity in connection with or pertaining to a Mobile App or the PapTap Platform; (ii) use a Mobile App in any manner that constitutes Prohibited Activity; (iii) add to, post or make available via a Mobile App or the PapTap Platform any Prohibited Activity; or (iv) distribute a Mobile App from a website that offers, distributes or promotes Prohibited Activity or as part of a promotion that includes Prohibited Activity. In the event that Prohibited Activity pertaining to any Mobile App is detected, Publisher shall immediately remove and resolve such Prohibited Activity.
    4. Without limiting any other terms of this Agreement, Publisher acknowledges and agrees that at any time during the Term and the Wind-down Period, PapTap has the right, at its sole discretion (without notice to Publisher) to: (a) remove Prohibited Activity and/or Fraudulent Activity from a Mobile App or the PapTap Platform or any Content which constitutes a Prohibited Activity and/or Fraudulent Activity; (b) take any action needed to prevent or correct Prohibited Activity; (c) assist any governmental agency or other applicable legal authorities with respect to any Prohibited Activity that was detected in or made available via a Mobile App or the PapTap Platform; and/or (d) report any Prohibited Activity to any governmental agency or other applicable legal authority with respect to any Prohibited Activity.
    5. Publisher shall not engage in and shall not encourage any other person or entity (including, without limitation and as applicable, End Users) to engage in Fraudulent Activity and/or Prohibited Activity in connection with a Mobile App or the PapTap Platform. Without limiting any other terms of this Agreement or other remedies available to PapTap, in the event that Publisher or any other third party engages in any Fraudulent Activity and/or Prohibited Activity, PapTap shall have the sole and exclusive right to disable a Mobile App, suspend the Publisher Account or take any other applicable measures at its sole discretion.
    6. The Terms will be embedded in any Mobile App. Publisher shall: (a) abide by the Terms; (b) use its best commercial efforts to ensure that the End Users comply with the Terms; and (c) inform PapTap promptly of any known violation or breach thereof. Publisher shall not: (i) modify or change any of the terms contained in the Terms; (ii) distribute a Mobile App to End Users without making the Terms available to End Users or interfere with the provision of the Terms to End Users; or (iii) circumvent the requirement that the End Users accept the Terms by accessing, using and/or downloading a Mobile App. The foregoing is a material obligation of Publisher hereunder.
    7. Publisher will not use the PapTap Platform or a Mobile App to offer, display, distribute, transmit, route, provide connections to or store any Content or any other material that infringes copyrighted works or otherwise violates or promotes the violation of the Intellectual Property Rights of any third party. PapTap has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders. [The PapTap Copyright Policy is available at: http://www.PapTap.com ]. In compliance with the safe harbor provision(s) of the Digital Millennium Copyright Act of 1998 (“DMCA”), PapTap reserves the right to take down any and all Content posted via use of the PapTap Platform or a Mobile App at any time in its sole discretion. Without limiting other provisions herein, Publisher agrees to assist PapTap with any such compliance activities. Without limiting any other terms of this Agreement, if a Mobile App allows End Users to offer, display, distribute, transmit, route, provide connections to or store any material or includes services through which other users can do the same, Publisher will: (i) adopt a policy that complies with the eligibility requirements for the DMCA safe harbors; (ii) reasonably enforce and implement said policy; and (iii) satisfy all other DMCA requirements for safe harbor eligibility, including, but not limited to, responding expeditiously to remove, or disable access to, material that is claimed to be infringing or to be the subject of infringing activity upon receipt of notification of claimed copyright infringement from us or a third party, as required by the DMCA.
    8. Publisher shall abide by and comply with PapTap Privacy Policy with respect to and in connection with Publisher’s use of the PapTap Platform and any Mobile App.
    9. Mobile App Privacy Policy will be made available to End Users from the Mobile App. Publisher shall not modify, change, remove or circumvent the Mobile App Privacy Policy or any of its terms or remove or circumvent the availability of the Mobile App Privacy Policy.
    10. Publisher represents and warrants that it shall: (a) not use the PapTap Platform or a Mobile App in any manner that may harm the privacy rights of End Users or other third parties, and (b) not collect, transmit, copy, use or commercialize in any manner any End User personally identifiable information.
    11. Publisher agrees that: (a) the Publisher’s website and/or Facebook page privacy policies and/or any activities undertaken by it will not be inconsistent with the terms of the PapTap Privacy Policy or Mobile App Privacy Policy as applicable to any Mobile App; (b) Publisher will make no representations, warranties or agreements on behalf of PapTap in the Publisher privacy policies; and (c) PapTap will not be responsible for, nor have any liability with respect to: (x) any agreement between Publisher and an End User or an End User’s breach of the Publisher privacy policies; (y) Publisher’s failure to provide any Publisher privacy policies and/or to obtain valid consent to any Publisher privacy policies from End Users; or (z) Publisher’s failure to comply with the terms and conditions of the Publisher’s privacy policies.
    12. Publisher is and will be at all times responsible for all distribution channels and methods of any Mobile App(s). PapTap will have the right to remove any Mobile App which, in PapTap’s sole discretion, was distributed in violation of any applicable law and industry best practices.
    13. Publisher acknowledges and agrees that in addition to compliance with this Agreement and all PapTap policies incorporated herein, any distribution of a Mobile App on or from any third party platforms and/or services (the “Third Party Services”) shall be subject to the respective terms and conditions maintained by the Third Party Services (by way of example only, such Third Party Services may include Apple Store; Google Play or Amazon Appstore). PapTap is not responsible for any Third Party Services or use thereof. Additionally, unless Publisher receives PapTap’s prior written approval, Publisher shall not permit or authorize a third party to alter or modify any Mobile App.
  6. PROMOTION AND MARKETING
    1. Publisher agrees that PapTap may: (a) feature a Mobile App in different marketing outlets and/or collateral, including without limitation newsletters, case studies, email or advertisement campaigns and web pages; (b) identify Publisher as a user of the PapTap Platform on PapTap websites, client lists, press releases, and in other marketing; and (c) publish a brief description and/or case study highlighting Publisher’s deployment of a Mobile App and use of the PapTap Platform (each a “PapTap Promotion”). In the event that Publisher wishes to be excluded from a specific PapTap Promotion, Publisher shall notify PapTap in writing via the “Contact Us” link which is available at its Publisher Account. Unless otherwise agreed by parties, Publisher shall not be entitled to any compensation as a result of any PapTap Promotion.
  7. PROPRIETARY RIGHTS
    1. Except as expressly granted in this Agreement, as between Publisher and PapTap, PapTap retains all right, title and interest in and to the PapTap Platform and the PapTap Marks (except for the Publisher Materials) and any derivatives thereof, including any Intellectual Property Rights therein (collectively: “PapTap IP”). As between PapTap and Publisher, all use of the PapTap IP shall inure to the benefit of PapTap and Publisher shall not: (y) contest, or assist others to contest, PapTap’s rights or interests in and to the PapTap IP or the validity of PapTap’s rights in and to the PapTap IP and all applications, registrations or other legally recognized interests therein, or (z) seek to register, record, obtain or attempt to pursue any Intellectual Property Rights or other proprietary rights or protections in or to said PapTap IP. All rights in the PapTap IP which are not expressly granted herein are reserved by PapTap. Publisher will retain and reproduce any copyright, disclaimers and other proprietary notices in full and as they appear in or on the PapTap Platform and Mobile App.
    2. Publisher shall not assert any Intellectual Property Rights with respect to the PapTap Platform or any element, derivation, adaptation, variation or name thereof. Except permitted by this Agreement or by the terms and condition of a certain Subscription Plan, a Mobile App shall not include and/or be promoted using any Intellectual Property Right of PapTap or its authorized third-party licensors, unless and to the extent that PapTap adds its own button, logo or any other branded element to a Mobile App or unless otherwise provided in this Agreement.
    3. Publisher shall not remove, obscure or alter any notices of Intellectual Property Rights or disclaimers appearing in or on any Content provided by PapTap, whether available via a Mobile App or otherwise.
    4. Except as expressly granted in this Agreement, as between PapTap and Publisher, Publisher retains all right, title and interest in and to the Publisher Materials and its Marks, and any derivatives thereof, including any Intellectual Property Rights therein.
    5. PapTap encourages all its publishers including Publisher, to upload, post, publish or make available any Publisher Materials on the Mobile App. PapTap further encourages Publisher to design, develop, conceive, categorize and/or implement new features, sections, business models, ideas or inventions within the Mobile App (“Publisher Inventions”). When doing so, Publisher grants PapTap an irrevocable, perpetual, non-exclusive, royalty-free, transferable, assignable, sub-licensable and worldwide license, to use, reproduce, distribute, transmit, make derivative works of, display, copy, make available to the public and perform that Publisher Inventions, whether through the Internet, any mobile device or otherwise, in any media formats and through any media channels known today and developed in the future (“PapTap License to Publisher Inventions”). Subject to the above mentioned PapTap License to Publisher Inventions, Publisher retains all right, title and interest in and to the Publisher Inventions, including any Intellectual Property Rights pertaining thereto. Nevertheless, it is hereby acknowledged and agreed that any application or registration of any of Publisher Inventions (e.g. patent, copyright or trademark application or registration, or other application or registration of intellectual property rights) will be subject to PapTap License to Publisher Inventions, and will not undermine PapTap rights under the PapTap License to Publisher Inventions herein in any manner.
    6. You agree that PapTap may remove at any time any Publisher Materials or Features you have uploaded to the Mobile App in its sole discretion, in accordance with the terms herein.
  8. CONFIDENTIALITY
    1. During the Term, Publisher may have access to certain non-public, proprietary, confidential and/or trade secret information of PapTap, whether written or oral, and regardless of the manner in which it is furnished, which given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (together: “PapTap’s Confidential Information”). Publisher agrees: (i) not to disclose any of PapTap’s Confidential Information to any third parties; (ii) not to use any of PapTap’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; and (iii) to keep PapTap’s Confidential Information confidential using the same degree of care Publisher uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care.
    2. At any time during the Term, upon the written request of PapTap, Publisher shall return to PapTap, or destroy, in accordance with PapTap’s written instructions, all of PapTap’s Confidential Information in its possession, including any writing or recordings whatsoever prepared by Publisher based upon PapTap’s Confidential Information, and Publisher shall provide PapTap with a written certificate, signed by an authorized officer of Publisher, evidencing the complete and full execution of the provisions of this Section 11.
    3. Unauthorized disclosure or use of PapTap’s Confidential Information may give rise to irreparable injury, which may not be adequately compensated by damages. Publisher agrees and acknowledges that money damages are not a sufficient remedy for any breach of this Agreement by the Publisher and that PapTap shall be entitled to specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach thereof, in addition to any other remedies available at law or in equity.
    4. Publisher acknowledges and agrees that PapTap may provide to the applicable authorities or any court of competent jurisdiction information contained in or related to the Publisher Account in the event that PapTap is required by legal process, order of any court of competent jurisdiction, or any applicable law, rule or regulation to provide such information.
    5. Publisher shall keep in strict confidence and shall not disclose to any third party any of PapTap’s Confidential Information during the Term hereunder and for a period of three (3) years following the termination of this Agreement.
  9. REPRESENTATIONS AND WARRANTIES
    1. PapTap represents and warrants that it will use commercially reasonable efforts to perform its obligations hereunder. PapTap is not responsible for and does not provide any warranty with respect to any Content (including, without limitation, Content part of a Mobile App, TPC, End User Content or Publisher Materials) or any third-party sites that can be linked through the PapTap Platform or a Mobile App. Further, PapTap does not guarantee that any Content (including, without limitation, TPC, End User Content or Publisher Materials) will be made available through a Mobile App, the PapTap Platform, continuously or at all. WHILE PAPTAP IS UNDER NO OBLIGATION TO DO SO, WITHOUT LIMITING ANY OTHER TERMS OF THIS AGREEMENT, PAPTAP RESERVES THE RIGHT TO REMOVE AND PERMANENTLY DELETE ANY CONTENT FROM ANY APPLICATION(S) OR MOBILE APP(S) WITHOUT NOTICE IN THE EVENT SUCH CONTENT IS PROVIDED IN VIOLATION OF THE TERMS OF THIS AGREEMENT. PapTap does not have any obligation to monitor the End User Content or the Publisher Materials that are uploaded, posted, submitted or otherwise transmitted using a Mobile App or otherwise, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the End User Content, Publisher Materials or anything said, depicted or written by Publishers or End Users, including, without limitation, any information obtained by using any Mobile App. PapTap does not endorse any End User Content or Publisher Materials or any opinion, recommendation or advice expressed therein and Publisher agrees to waive, and hereby does waive, any legal or equitable rights or remedies Publisher has or may have against PapTap with respect thereto.
    2. PapTap does not make any representation with respect to so-called “open source” or free software that may be included in the PapTap Platform. Any open source software that may be accompanying the PapTap Technology is licensed to you in accordance with the applicable open source license or copyright notice accompanying such open source software and PapTap hereby disclaims any and all liability to you or any third party related thereto.
    3. THE PAPTAP PLATFORM AS WELL AS ANY MOBILE APPS ARE PROVIDED BY PAPTAP “AS IS”. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULLEST EXTENT ALLOWABLE BY LAW, PAPTAP MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR NON-INFRINGEMENT, OR THOSE ARISING IN THE COURSE OF OR CONNECTED TO THE PERFORMANCE HEREUNDER, AND DISCLAIMS SUCH WARRANTIES. IN ADDITION, PAPTAP DOES NOT REPRESENT OR WARRANT THAT: (I) THE PAPTAP PLATFORM OR ANY OF ITS PRODUCTS, SERVICES OR SOFTWARE WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED; (II) THE OPERATION OF THE PAPTAP PLATFORM OR ANY OF ITS PRODUCTS, SERVICES OR SOFTWARE WILL BE UNINTERRUPTED; (III) PUBLISHER WILL PROFIT OR DERIVE ANY ECONOMIC BENEFIT FROM PUBLISHER’S USE OF THE PAPTAP PLATFORM OR ANY MOBILE APP; OR (IV) ANY MOBILE APP OR ANY CONTENT WILL BE MADE AVAILABLE VIA THE PAPTAP PLATFORM OR OTHERWISE. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO PUBLISHER.
    4. By Publisher. Publisher represents and warrants that: (a) it has all requisite power and authority to execute this Agreement and perform its obligations hereunder and this Agreement is a valid and binding agreement by it; (b) the execution and delivery of this Agreement, and the performance by it of its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which such party or any of its affiliates are a party or violate any rights of any third parties arising therefrom; (c) it is of legal age to form a binding agreement with PapTap, or (d) it is neither barred nor otherwise legally prohibited from using the PapTap Platform under the laws of the country in which it resides or from which it accesses or uses the PapTap Platform (e) any and all activities it undertakes in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulations, including, without limitation, data privacy laws, rule and regulations; (f) the Publisher Materials are and will be wholly owned or validly and legally licensed for use as contemplated by this Agreement during the Term and the Wind–down Period or are in the public domain and do not and will not, at any time during the Term and the Wind–down Period, infringe or violate any Intellectual Property Rights or any other rights of any person or entity; (g) as between Publisher and PapTap, Publisher is solely responsible for the Publisher Materials, the End User Content and any Content or technology embedded in a Mobile App by Publisher or otherwise made available via a Mobile App by Publisher; (h) Publisher will comply with this Agreement, the Terms, PapTap Privacy Policy and the Mobile App Privacy Policy, as shall be amended from time to time; (i) Publisher shall not bind PapTap to any agreement or obligation or give any representation, warranty or guarantee with respect to PapTap, except for those that are specifically authorized by PapTap in advance and in writing; and (j) Publisher will only use the PapTap Platform for purposes and in the manner expressly permitted by this Agreement and in accordance with all applicable laws and regulations.
  10. INDEMNIFICATION
    1. Publisher (the “Indemnifying Party”) shall defend, hold harmless, and indemnify PapTap, and/or its subsidiaries, affiliates, directors, officers, employees, agents, successors and permitted assignees (collectively “Indemnified Party”), from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses and/or liabilities of any kind, (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) threatened, asserted or filed (collectively, “Claims”) brought or made by any third party against the Indemnified Party arising out of: (a) a breach or alleged breach of any warranty, representation or obligation made by the Indemnifying Party under this Agreement; (b) any use of the PapTap Platform and/or a Mobile App in any manner inconsistent with or in breach of this Agreement; (c) violation of End User’s privacy rights by Publisher; or (d) the End Users’ use of a Mobile App.
    2. The Indemnified Party shall: (a) promptly notify the Indemnifying Party of such Claim; provided that a failure to give such prompt notice shall not excuse or diminish the Indemnifying Party’s obligations under this Article, (b) provide the Indemnifying Party, at the cost of the Indemnifying Party, with reasonable information, assistance and cooperation in defending the lawsuit or Claim, and (c) give the Indemnifying Party full control and sole authority over the defense and settlement of such Claim; provided, however, that any settlement will be subject to the Indemnified Party’s prior approval and provided further that Indemnified Party shall not be required to allow Indemnifying Party to assume the control of the defense of a Claim to the extent that Indemnified Party determines that (i) such claim relates to any PapTap Technology, (ii) any relief other than monetary damages is sought against Indemnified Party, (iii) there may be a conflict of interest between the Indemnifying Party and Indemnified Party in the conduct of the defense, or (iv) settlement of, or an adverse judgment with respect to, such Claim could reasonably be expected to establish a precedential custom or practice materially adverse to the continuing business interests of Indemnified Party, and in such events the costs of defense will be considered “Claims” as defined above. The Indemnified Party may join in the defense of such Claim with counsel of its choice at its own expense.
  11. LIMITATION OF LIABILITY
    1. IN NO EVENT WILL PAPTAP AND ITS LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO PUBLISHER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOSS OF GOODWILL, LOST REVENUE, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE CONFIGURATION, INSTALLATION, DISTRIBUTION, DISPLAY OR USE OF OR INABILITY TO USE THE PAPTAP PLATFORM OR A MOBILE APP UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT PAPTAP OR ITS THIRD PARTY LICENSORS WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. IN NO EVENT SHALL PAPTAP’S OR ITS THIRD PARTY LICENSORS’ AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED THE REVENUES GENERATED FROM PUBLISHER DURING A TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY.
  12. TERM AND TERMINATION
    1. This Agreement shall commence on the date Publisher agrees to the terms and conditions of this Agreement as set forth above and shall continue in force thereafter, unless terminated or expired as provided herein (the “Term”).
    2. Either party may terminate this Agreement at any time by written notice to the other party for any reason and without liability for such termination.
    3. This Agreement will automatically and immediately expire or terminate: (i) at such time that Publisher stops paying PapTap the fees under its chosen Subscription Plan; or (ii) upon the elapse of thirty (30) days as of the date in which Publisher closed its Publisher Account.
    4. PapTap may immediately suspend the Publisher Account or the functionality of certain Mobile App(s) or any service thereof, deactivate a Mobile App or terminate this Agreement, in any one of the following instances: (a) if Publisher breaches any obligation, representation and/or warranty contained in this Agreement; (b) if Publisher engages in any acts prohibited by this Agreement; (c) if Publisher engages in any action that, in PapTap’s sole discretion, reflects poorly on PapTap or otherwise disparages or devalues PapTap’s reputation or goodwill; (d) if PapTap is required to suspend or deactivate certain service in accordance with any applicable law or due to a court or governmental order; (e) if Publisher becomes insolvent or makes any assignment for the benefit of creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of any form of insolvency, administration or receivership proceeding, or has any petition under bankruptcy, insolvency or administration law filed against it, which petition is not dismissed within thirty (30) days of such filing, or has a trustee, administrator or receiver appointed for a material portion of its business or assets. If Publisher becomes subject to any of the events described in this clause (e) it shall immediately notify PapTap in writing; or (f) if PapTap reasonably determines that it is commercially impractical for PapTap to continue supporting a Mobile App and the PapTap Platform under the terms of this Agreement as a result of legal, business or technical considerations.
    5. Upon the termination or expiration of this Agreement for any reason: (a) all rights and licenses granted hereunder by each party shall cease immediately, except for (i) PapTap License, which shall remain in effect until the earlier of: (a) Publisher removes the Mobile App from PapTap Platform or (b) PapTap decides to remove the Mobile App(s) from the PapTap Platform; (ii) PapTap License to the Publisher Inventions under Section 9.5 (collectively, the “Wind-down Period”); (b) Publisher shall promptly return to PapTap, or destroy and certify the destruction of, all of PapTap’s Confidential Information, in accordance with Section 11; (c) Publisher’s rights to use the PapTap Platform or any part thereof in connection therewith and a Mobile App, as permitted under this Agreement, shall cease immediately; (d) Publisher shall immediately cease using the download link to any Mobile App; and (e) PapTap shall have the exclusive right to modify a Mobile App or remove any Mobile App from the PapTap Platform and/or disable any Mobile App. PapTap will not be liable to Publisher or any third party for termination of this Agreement or termination of Publisher’s access to the PapTap Platform or a Mobile App. UPON ANY TERMINATION OR SUSPENSION, ANY PUBLISHER MATERIALS OR INFORMATION WHICH IS RELATED TO THE PUBLISHER ACCOUNT MAY NO LONGER BE ACCESSED BY PUBLISHER. Furthermore, PapTap will have no obligation to maintain any information stored in its data centers related to the Publisher Account or to forward any information to Publisher or any third party.
    6. Following the termination of this Agreement, any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination of this Agreement (including Sections 9, 10, 11, 13, 14 and 16 and this Section 15.6), shall be deemed to survive for as long as necessary to fulfill such purposes.
  13. MISCELLANEOUS
    1. Modification. PapTap reserves the right to modify, suspend, discontinue or terminate PapTap Platform and/or the submission services, to update or terminate this Agreement at any time and without prior notice (including, without limitation any Subscription Plan), or to discontinue (temporarily or permanently) any or all of the Subscription Plans. If PapTap updates this Agreement it will post the update on its website or provide you with notice of the update. However, it is Publisher’s responsibility to review the Agreement from time to time to check for updates. PapTap will also update the “Last Updated Date” at the bottom of the page. By continuing to access or use a Mobile App, any TPC, PapTap Technology or your Publisher Account after PapTap has posted an update on its website or has provided Publisher with notice of an update, Publisher agrees to be bound by the updated Agreement. If the updated Agreement is not acceptable to Publisher, Publisher’s only recourse is to send us a request to deactivate your account or to cease using the Mobile App or the PapTap Platform. Publisher can review the most current version of this Agreement at any time at: http://www.PapTap.com/.
    2. Eligibility for Entering this Agreement. To enter this Agreement and any Subscription Plan and/or receive Submission Services, Publisher must: (i) have a valid credit card with a reputable credit company with respect to subscription to a paid Subscription Plan and/or to the Submission Services; and (ii) be at least 18 years old or the legal age of majority in the jurisdiction in which Publisher resides.
    3. All rights which are not expressly granted herein are reserved by PapTap. Publisher may not make any use of the PapTap Platform in whole or in part in any manner not expressly permitted by this Agreement
    4. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes any other prior or collateral agreements with respect to the subject matter hereof, whether oral or written.
    5. Neither this Agreement nor any interest herein may be assigned by Publisher or any obligations of Publisher delegated without the prior written consent of PapTap. Any attempted unauthorized assignment or delegation shall be null and void. PapTap may assign or transfer this Agreement or any rights or delegate any obligations of PapTap hereunder without Publisher’s consent. PapTap will be released of all rights or liabilities under this Agreement upon consummation of such assignment, transfer or delegations.
    6. This Agreement shall be binding on and inure to the benefit of each of the parties and their respective successors and assignees. This Agreement is not made for the benefit of any third party who is not a party hereto, and only the parties hereto or their respective successors and permitted assigns will acquire or have any benefit, right, remedy or claim under or by reason of this Agreement.
    7. This Agreement will be governed by and construed under the laws of Israel, excluding its conflict of law rules and principles. Each party agrees to submit to the personal and exclusive jurisdiction of the courts of Tel-Aviv, Israel. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
    8. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of such party.
    9. If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect.
    10. The failure to require performance of any provision of this Agreement shall not affect a party’s right to require performance at any time thereafter; nor shall waiver of a breach of any provision constitute a waiver of the provision itself.
    11. The parties hereto are and shall remain independent contractors, and nothing herein shall be deemed to create any agency, partnership or joint-venture relationship between the parties. Neither party shall be deemed to be an employee or legal representative of the other, nor shall either party have any right or authority to create any obligation on behalf of the other party.
    12. All notices required or permitted under this Agreement shall be in English and in writing and shall be delivered (a) to PapTap – by facsimile, e-mail or other electronic means, by registered or certified mail (postage prepaid) or by overnight courier service, at the address set forth in Paragraph 1 of this Agreement or at such other address as PapTap shall have furnished to Publisher in writing. A notice shall be deemed given (i) upon receipt when delivered personally, (ii) upon verification of receipt via facsimile or e-mail, (iii) within one (1) business day of being sent by overnight courier, or (iv) within three (3) business days of being sent by registered or certified mail, and (b) to Publisher – to the e-mail address provided by Publisher in connection with its Publisher Account. For purposes of the foregoing, PapTap shall be permitted to rely upon the e-mail address provided by Publisher to PapTap as provided above and shall not be responsible for delays in the delivery of e-mails which delays are not associated with PapTap’s mail server.