Terms and conditions of service agreement

Last Updated: January 29, 2014 Welcome to OneScreen. This OneScreen Terms and Conditions of Service Agreement (the "Agreement") contains the terms and conditions that govern your access to and use of the OneScreen Services (as defined below), and constitutes an agreement between OneScreen Inc. ("OneScreen") and you or the entity you represent ("you"). This Agreement will take effect when you first click "I Accept", "Join", or any similar button or check box presented with these terms, or, if earlier, when you first have use of any OneScreen Service (the "Effective Date"). By doing so, you represent to OneScreen that you are lawfully able to enter into a contract. By entering into this Agreement on behalf of an entity, you are representing to OneScreen that you have the legal authority to bind that entity. Please see Section 14 for the definitions of capitalized terms as they are used throughout this Agreement. 1. Use of the OneScreen Services.

1.1. Generally. Your use and access to the OneScreen Services shall be governed by this Agreement. By accessing and using any OneScreen Service, you agree that you will comply with all applicable laws, rules, and regulations relating to your use of the OneScreen Service, including without limitations, the Service Terms, Acceptable Use Policy, and any other Policy which is described and defined in Section 14 of this Agreement.

1.2. Your Account. To access the OneScreen Services, you must create a OneScreen account. Doing so shall require you to provide OneScreen with certain registration information (e.g. a valid email address). You agree to maintain and properly update your registration information during the Term to keep it true, accurate, current and complete. OneScreen will assign you a username and password for each registered account. Your username(s) and password(s) are for the sole use of you, your employees and/or your duly authorized agents, and you agree to keep all usernames and passwords secure. You are responsible for all activity that occurs under your accounts, regardless of whether the activities are undertaken by you, your employees or a third party (including your authorized agents). Except to the extent caused by OneScreen's breach of this Agreement, OneScreen and its affiliates will not be responsible for unauthorized access to your account. You must immediately notify OneScreen if you know of (or reasonably suspect) any unauthorized access to your account, or if your account information is lost or stolen.

1.3. OneScreen Services. Certain OneScreen Services may be described in written Service Descriptions. Your use of any such OneScreen Service is your agreement to the additional terms and conditions of the applicable Service Description. Except as may otherwise be expressly stated therein, each OneScreen Service described in any Service Description excludes Third Party Services and Products. In the event that the terms of this Agreement and those of any Service Description conflict, the terms of the Service Description shall take precedence.

1.4. Third Party Services & Products. On occasion, OneScreen may provide Third Party Services and Products for your use pursuant to a OneScreen Service. On all such occasions, except as otherwise mutually agreed to in writing, OneScreen shall be solely responsible for all fees and charges due for such Third Party Services and Products. You acknowledge however that OneScreen cannot guarantee the uninterrupted availability, performance or specifications of Third Party Services and Products beyond its reasonable control, including without limitation, revisions, engineering changes, or "downtimes" of those services and products of which OneScreen has no prior notice. Other Third Party Services and Products may be made available to you by other companies or individuals under separate terms and conditions (including separate fees and charges). Since OneScreen may not have tested or screened such Third Party Services and Products, you agree that your use of such Third Party Services and Products is at your sole risk.

2. Changes to Services. OneScreen may change, discontinue, or deprecate any of the OneScreen Services (whether in part or in whole), and may change or remove certain features or functionalities of the OneScreen Services upon prior written notice to you of any material changes or discontinuations of the OneScreen Services. To the extent that any service level agreement applies to any OneScreen Service, except as otherwise expressly stated in any such agreement, OneScreen reserves the right to change, discontinue or add service level agreements, in its sole discretion, from time to time. 3. Security and Data Privacy.

3.1. OS Security. OneScreen implements reasonable and appropriate security measures which are designed to secure your Content against accidental or unlawful loss, access, or disclosure. Please see Sections 4 and 9 for additional information which apply to OneScreen's protection of your Content.

3.2. Data Privacy. OneScreen believes that adherence to a fair and transparent information collection practice is of the utmost importance. OneScreen's collection, use and disclosure of your information associated with any OneScreen Service shall be subject to the Privacy Policy. Your acceptance of this Agreement shall be your consent to our information collection practices described in the Privacy Policy.

4. Client Responsibilities.

4.1. Your Content. You are solely responsible for your own Content, and for the consequences of submitting and publishing your Content to OneScreen. Except as otherwise expressly provided for by the terms of any Service Description, you are solely responsible for the development, content, operation, maintenance, and use of your Content, including without limitation: (a) the technical operation of any software used in conjunction with a OneScreen Service; (b) compliance of your Content with the Acceptable Use Policy, other Policies, and applicable law; and (c) any third-party claims relating to your Content, including the handling of any claims that your Content violates any third-party proprietary right. By submitting any Content to OneScreen, you represent and warrant that you own, or have all necessary rights, licenses, consents, and permissions of use to the Content.

4.2. Third-Party Content.

4.2.1. Availability. On occasion, third-party Content, including without limitation, software code and/or applications may be made available to you by OneScreen and/or other companies or individuals pursuant to the OneScreen Services. You acknowledge that your use of, or access to, third-party Content may be subject to separate terms and conditions, including separate fees and charges.

4.2.2. Acknowledgment. Unless otherwise provided for in writing by either OneScreen and/or any third-party Content provider, all third-party Content is provided to you "AS IS". OneScreen does not screen any third-party's Content, nor does it guarantee the accuracy, usefulness, safety, or intellectual property rights of or relating to third-party Content. You hereby acknowledge and agree that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and that you hereby waive any legal or equitable claims, rights of action, or remedies you may bring against OneScreen with respect to such Content. OneScreen does not endorse any third-party Content submitted by any third-party, nor any opinion, recommendation, or advice which may be expressed therein. Accordingly, your use of any third-party Content is at your sole risk, and OneScreen expressly disclaims any and all liability in connection with third-party Content.

4.2.3. Proprietary Rights; Restrictions. All third-party Content accessible through the Services, and all associated trademarks, service marks, intellectual property and other proprietary rights in and to such Content are owned by their respective owners, and may be licensed to you subject to all rights reserved, including all copyright and other intellectual property rights under the law. Your access to third-party Content is intended for use solely as expressly provided for, and solely through the functionalities provided to you by OneScreen in relation to the OneScreen Services. You agree that you may not download, copy, reproduce, distribute, transmit, broadcast, display, perform, create derivative works of, sell, license, or otherwise exploit any item of Content made available through the OneScreen Services except as expressly permitted by the owner and/or licensor of such Content, and, if OneScreen and/or any third-party Content provider provides the means or functionality for such action(s). You further agree that you will not (and will not attempt to) circumvent, disable, bypass, or otherwise interfere with any security-related features of any OneScreen Service which is intended to restrict the copying, downloading, distribution, or other exploitation of Content, or which otherwise impose limitations on your use of any OneScreen Service and/or the Content made available through it.

4.3. Other Security and Backup. Except as otherwise expressly provided for by the terms of any Service Description, you are solely responsible for the configuration and use of the OneScreen Services, and to take all steps necessary to maintain appropriate security, protection and backup of your Content. Your username(s) and password(s) are for your own sole use, and you shall not disclose such information to any other person or entity, except to your duly authorized employees and authorized agents.

4.4. End User Violations. You will be deemed to have taken any action that you permit, assist or facilitate any third-party person or entity to take relating to this Agreement, your or any third-party's Content, or use of any OneScreen Service. You shall be responsible for End Users' use of any Content and the OneScreen Services. Additionally, you agree that you will ensure that your End Users will comply with all your obligations under this Agreement, and that the terms of any agreement with your End Users are consistent with this Agreement.

4.5. Infringement & Copyright Policy. OneScreen respects the intellectual property rights of its clients. If OneScreen becomes aware that any Content or other intellectual property made available through any OneScreen Service has been provided by individual or entity other than a valid rights holder, OneScreen may, in its sole reasonable discretion, disable access to, or remove such Content. If at any time during the Term of this Agreement you believe that your Content or other intellectual property has or is being used in connection with the OneScreen Services in such a way so as to constitute copyright infringement, please consult OneScreen's Copyright Policy for instructions on making a claim to OneScreen.

5. Fees and Payment.

5.1. Service Fees. Except as otherwise stated in a Service Description, all fees and charges for OneScreen Services will be calculated and billed to you on a monthly basis, and shall be due within thirty (30) days of your receipt of a OneScreen invoice. Unless you sign up for a Commitment pricing tier structure, you will automatically be assigned to the On-Demand pricing tier structure, and you will be responsible for all fees and charges you incur from your use of the OneScreen Services. All amounts payable for any OneScreen Service shall be made without any setoff or counterclaim, and without deduction or withholding. The fees and charges for any new OneScreen Service or new feature or functionality of any OneScreen Service shall be effective upon OneScreen's notice to you. OneScreen may charge interest at a rate of 1.5% (or, if less, the highest rate permissible by law) for late payments. A copy of the On-Demand pricing tier structure may be found HERE.

5.2. Taxes. All fees and charges payable by you are exclusive of all applicable taxes and duties, including without limitation, VAT and applicable sales taxes. You agree that you will provide us with any information we may reasonably request to determine OneScreen's obligations to collect any VAT tax. If any deduction or withholding is required by applicable law, you shall notify us of such requirement and pay to OneScreen any additional amounts necessary to ensure that the net amount that OneScreen receives, after any deduction or withholding, equals the amount OneScreen would have received had no deduction or withholding been required, and you shall provide us, upon reasonable request, with all documentation that such amounts have been paid to the relevant taxing authority.

6. Term; Suspension & Termination.

6.1. Term. The term of this Agreement will commence as of the Effective Date, and remain in effect until terminated by either you or OneScreen in accordance with the terms of this Agreement.

6.2. Suspension. OneScreen may suspend your right to access or use any portion or all of any OneScreen Service immediately upon written notice to you if OneScreen reasonably determines that:

(a) your (including that of any of your End Users) use or access to the OneScreen Services (i) poses a security risk to the OneScreen Services, (ii) may adversely impact the OneScreen Services or the systems or Content of OneScreen or any OneScreen client, (iii) may subject OneScreen and/or its affiliates, or any third-party to liability, or (iv) may be fraudulent;

(b) you have ceased to operate in the ordinary course of business, or have made an assignment for the benefit of your creditors or any similar disposition of your assets, or have become subject to any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; and/or

(c) you are in material breach of this Agreement, the Service Terms, or any applicable Service Description.

6.3. Effect of Suspension. If OneScreen suspends your right to access or use any portion or all of any OneScreen Service, you agree that you will remain responsible for the payment of all fees and charges incurred through the date of suspension. Suspension of your right to access or use any portion or all of any one OneScreen Service will not affect your responsibility to pay for any applicable fees or charges for any OneScreen Service(s) to which you continue to have access, as well as any fees and charges for "in-process" tasks completed after the date of suspension. Additionally, to the extent that any "service level agreement" applies to any OneScreen Service, you will not be entitled to any service credit for any period of suspension. The right to suspend your or your End Users access or use to any OneScreen Service is in addition to all OneScreen's other rights under this Agreement.

6.4. Termination. Either party may terminate this Agreement and/or the provision of any OneScreen Service according to the provisions of this Section 6.4. OneScreen may also terminate this Agreement or your use or access to any OneScreen Service upon notice pursuant to Section 8.2. Except as otherwise stated in any Service Description, termination of this Agreement will terminate all OneScreen Services provided to you. Termination of any OneScreen Service will not terminate this Agreement.

6.4.1. Termination for Convenience. Either party may terminate this Agreement and/or the provision of any OneScreen Service, for any (or no) reason by providing at least thirty (30) days' prior written notice to the other party. If OneScreen provides an account closing mechanism, feature or other functionality for a OneScreen Service, you may terminate that service accordingly with termination effective thirty (30) days thereafter.

6.4.2. Termination for Cause. Either party may terminate this Agreement and/or the provision of any OneScreen Service, for cause upon thirty (30) days' prior written notice to the other party if there is any material default or breach of this Agreement, the Service Terms, or any Service Description, unless the defaulting party has cured the material default or breach within the same thirty (30) day notice period. Notwithstanding the foregoing, OneScreen may terminate this Agreement or the provision of any OneScreen Service immediately upon notice if any act or omission by you results in suspension described in Section 6.2.

6.5. Effect of Termination. Upon termination of this Agreement: (a) all rights, licenses, and obligations of either party under this Agreement will immediately terminate, except for rights of action accruing prior to termination and any obligations that are expressly or impliedly intended to survive termination; (b) you will remain responsible for the payment of all fees and charges incurred through the date of termination, including all fees and charges for in-process tasks completed after the date of termination; (c) you must (at OneScreen's election) return or destroy all OS Content in your possession. For the avoidance of doubt, Sections 1.4, 4, 5, 6.5, 6.6, 7 (excluding the license granted to you under 7.3), 8-11, 13, and 14 will continue to apply in accordance with their terms.

6.6. Post-Termination Assistance; OneScreen Rights. Unless your use of any OneScreen Service is terminated pursuant to Section 6.4.2 above (a) OneScreen will not erase or delete any Content as a result of termination; (b) you may retrieve your Content from the OneScreen Services (provided that you have paid for any applicable charges for post-termination use and all other amounts due); and (c) OneScreen will provide you with the same post-termination assistance OneScreen generally makes to all its clients. Notwithstanding any request by you that OneScreen erase or delete your Content from OneScreen's systems upon termination of this Agreement or the provision of any OneScreen Service, you acknowledge that OneScreen may preserve one (1) copy of your Content, and may disclose the same, if OneScreen reasonably believes it necessary to comply with applicable law, court order, or other legal process; enforce the terms of this Agreement; respond to claims that your Content violates the rights of any third-party; or to protect the rights, property, or personal safety of OneScreen and its clients.

7. Proprietary Rights.

7.1. Your Content. All Content submitted to, or otherwise made available through the OneScreen Services is, and shall continue to be, the property of the original Content provider (including you and OneScreen itself), and is protected under applicable copyright, patent, trademark, and other proprietary rights. As between you and OneScreen, you and/or your licensors own all rights, title, and interests in and to your Content. Except as provided for in Section 7 or by the terms of any Service Description, OneScreen obtains no rights under this Agreement from you or your licensors to your Content, including any related intellectual property. By accepting this Agreement, you consent to our use of your Content to provide the OneScreen Services to you and your End Users. OneScreen may disclose your Content to provide the OneScreen Services to you or your End Users, and may be required by law to disclose your Content in order to comply with applicable laws, regulations, court orders, or other legal processes.

7.2. Adequate Rights. You represent and warrant to OneScreen that: (a) you and/or your licensors own all rights, title, and interests in and to your Content; (b) you have all rights in your Content necessary to grant the rights contemplated by this Agreement; and (c) none of your Content or End Users' use of your Content or the OneScreen Services will violate the Acceptable Use Policy.

7.3. License from OneScreen. As between you and OneScreen, OneScreen or our affiliates and licensors own and reserve all rights, title, and interests in and to the OneScreen Services, OS Content, and OS Marks. Upon registering your account with OneScreen and your acceptance of this Agreement, OneScreen grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to do the following during the Term: (a) access and use the OneScreen Services and OS Marks solely in accordance with this Agreement; and (b) copy and use the OS Content solely in connection with your use of the OneScreen Services. Except as provided for in this Section 7.3, you obtain no rights under this Agreement from OneScreen or our licensors to the OneScreen Services, OS Content, or OS Marks, including any related intellectual property rights. On occasion, OS Content may be provided to you under a separate license (i.e. an open source Content license). In the event of any conflict between this Agreement and the terms of any such license, the terms of the separate license will take precedence with respect to that OS Content. For the avoidance of doubt, you acknowledge and agree that, except as expressly stated in this Agreement, you obtain no rights, title, interest, or other proprietary interests to OneScreen's intellectual property, and that OneScreen reserves all proprietary rights in and to all of the same, including without limitation, the OneScreen Services, OS Content, and OS Marks.

7.4. License Restrictions. Neither you nor any of your End Users may use the OneScreen Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any of your End Users may, or may attempt to (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the OneScreen Services (except to the extent that any such software is provided to you under a separate license or terms that expressly permit the creation of derivative works); (b) reverse engineer, disassemble, or decompile the OneScreen Services or apply any other process or procedure to derive the source code of any software included in the OneScreen Services; (c) access or use the OneScreen Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; or (d) resell or sublicense the OneScreen Services. All licenses granted to you in this Agreement are conditional on your continued compliance with the Agreement, and will immediately and automatically terminate if you do not comply with any term or condition contained herein. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any OneScreen Service you have used. You may only use OS Marks in accordance with OneScreen's Trademark Use Guidelines.

7.5. Suggestions. If you provide any Suggestions to OneScreen or its affiliates, OneScreen will own all rights, title, and interests in and to those Suggestions, even if you have designated the Suggestions as confidential. OneScreen and its affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide OneScreen with any assistance required to document, perfect, and maintain OneScreen's rights in the Suggestions.

8. Indemnification.

8.1. Generally. Each party shall indemnify, defend and hold harmless the other party (including, in the case of OneScreen, its affiliates and licensors and each of their respective employees, officers, directors, and representatives) from and against any and all losses, liabilities, claims, obligations, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim concerning breach of this Agreement or violation of applicable law.

8.2. By OneScreen. OneScreen shall indemnify, defend and hold harmless you from and against any and all losses, liabilities, claims, obligations, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim alleging that a OneScreen Service or your use thereof infringes or constitutes wrongful use of any United States patent, copyright, trademark, trade secret or other intellectual property right of any third-party. If a court of competent jurisdiction or OneScreen reasonably determines that any claim described in this Section 8.2. prevails or is likely to prevail, OneScreen may, at its sole discretion and expense: (a) procure the right for you to continue to use the OneScreen Service; (b) replace or modify the applicable OneScreen Service so that it no longer infringes or misappropriates, as applicable, any patent, copyright, trade secret or trademark; or (c) terminate this Agreement or your use or access to the OneScreen Service.

8.3. By Company. You agree to indemnify, defend and hold harmless OneScreen (including its affiliates and licensors and each of their respective employees, officer, directors and representatives) from and against any and all losses, liabilities, claims, obligations, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim concerning (a) your or any End Users' use of the OneScreen Services (including any activities occurring under your account and use by your employees and personnel); (b) your Content, or the combination of your Content with other applications, content, or processes, including without limitation, any claim involving alleged infringement or misappropriation of third-party rights to your Content or by the use, development, design, production, advertising or marketing of your Content; or (c) a dispute between you and any End User.

8.4. Process. Each party (an "Indemnifying Party") shall only be obligated to the other (an "Indemnified Party") under Section 11 provided that the Indemnified Party gives the Indemnifying Party prompt written notice of any third-party claim, and provides such reasonable cooperation and assistance as the Indemnifying Party may request from time to time. The Indemnified Party's failure to satisfy the foregoing conditions will only affect the Indemnifying Party's obligations to the extent that the failure materially prejudices the defense to a claim. The Indemnifying Party shall have sole control of the defense to any claim (including its settlement), provided that the Indemnifying Party may not enter into any settlement which would admit liability on the Indemnified Party's behalf, or would otherwise bind or impose requirements or restrictions upon the Indemnified Party, without the Indemnified Party's written consent (such consent not to be unreasonably withheld or delayed).

9. Warranty Disclaimer. THE ONESCREEN SERVICES ARE "AS IS". ONESCREEN (INCLUDING ITS AFFILIATES AND LICENSORS) MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE ONESCREEN SERVICES, OS CONTENT, OR ANY THIRD-PARTY CONTENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, SUITABILITY, OR ANY WARRANTY THAT THE ONESCREEN SERVICES, OS CONTENT, OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR OWN, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. 10. Limited Liability. EXCEPT IN REGARDS TO A PARTY'S OBLIGATIONS OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS PAYABLE TO THIRD-PARTIES UNDER THIS AGREEMENT (OR BREACH THEREOF BY A PARTY), ACTS OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR A PARTY'S VIOLATION OF THE OTHER'S INTELLECTUAL PROPERTY RIGHTS: (A) NEITHER YOU NOR ONESCREEN (FOR THE PURPOSES OF THIS SECTION 10, INCLUDING ONESCREEN'S AFFILIATES AND LICENSORS AND EACH OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND REPRESENTATIVES) SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST DATA OR LOST PROFITS, HOWEVER ARISING, OUT OF OR IN CONNECTION WITH THE ONESCREEN SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THE REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE; AND (B) EACH PARTY'S TOTAL LIABILITY TO THE OTHER, EXCLUDING ALL APPLICABLE ATTORNEYS' FEES, SHALL NOT EXCEED THE AMOUNT PAID PURSUANT TO THE SPECIFIC ONESCREEN SERVICE(S) AS TO WHICH A CLAIM AROSE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM. ONESCREEN SHALL NOT BE LIABLE TO YOU FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH YOUR INABILITY TO USE THE ONESCREEN SERVICES AS A RESULT OF SUSPENSION OR TERMINATION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE ONESCREEN SERVICES, OR FOR ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME, UNAVAILABILITY OR INOPERABILITY OF THE ONESCREEN SERVICES FROM ANY CAUSE BEYOND ONESCREEN'S REASONABLE CONTROL. ONESCREEN SHALL NOT BE LIABLE TO YOU FOR ANY LOSSES, COSTS, EXPENSES, DAMAGES, OR LIABILITY RESULTING FROM ANY UNAUTHORIZED ACCESS TO, ALTERATION OR MODIFICATION OF, OR PARTICIPATION IN (INCLUDING ONESCREEN'S COMPLIANCE WITH YOUR SPECIFICATIONS OR DIRECTIONS WHICH IS BEYOND THE ORDINARY COURSE OF PROVIDING THE ONESCREEN SERVICES) THE ONESCREEN SERVICES, OR FOR THE MATERIALS OF ANY CONTENT, MEDIA, OR ADVERTISING (INCLUDING THE SCREENING THEREOF) NOT PRODUCED BY ONESCREEN. 11. Confidentiality.

11.1. Duties. Each party (a "Receiving Party") acknowledges and agrees that during the course of the Term that it may have access to, or be exposed to, Confidential Information of the other party (a "Disclosing Party"). Accordingly, each Receiving Party shall have the duty to not: (a) disclose the Disclosing Party's Confidential Information (whether directly or indirectly) to any third party (other than the Receiving Party's officers, directors, employees, investors, consultants, advisors, and agents (each, a "Representative") who have a need to know the Confidential Information and are subject to confidentiality obligations at least as protective as set forth in this Agreement); or (b) use any Confidential Information for any purpose other than in performance of its obligations under this Agreement or any Service Description, without the Disclosing Party's prior written consent. Each party will employ all reasonable steps to protect Confidential Information from any unauthorized or inadvertent disclosure or use, including without limitation, all steps it takes to protect its own proprietary or trade secret information, but in no event less than a reasonable standard of care. The Receiving Party shall advise its Representatives that they are prohibited from using or disclosing the Disclosing Party's Confidential Information without the Disclosing Party's prior written consent, and shall cause each Representative to observe the terms of this Section 11. Each party acknowledges and agrees that any breach of confidentiality by its Representatives shall constitute a breach of this Agreement. Each party shall promptly notify the other upon discovery of any loss or unauthorized disclosure of any Confidential Information and shall provide all reasonable cooperation to the Disclosing Party so as to take steps to protect the Confidential Information.

11.2. Exceptions. Each Receiving Party's duties under this Section11 shall not apply to Confidential Information which: (a) was already known to the Receiving Party prior to the Effective Date, as may be established by documentary evidence and is lawfully in the Receiving Party's possession at the time of disclosure without any obligation of confidentiality; (b) is or has become part of the public knowledge or literature, and not as a result of any action or omission of the Receiving Party; (c) upon reasonable inquiry, the Receiving Party determines has been rightfully received from a third-party and without breach of any obligation of confidentiality by that third-party; (d) is approved for release by written authorization of the Disclosing Party; or (e) is independently developed by the Receiving Party without access or reference to the Confidential Information, as may be established by documentary evidence. Each Receiving Party may disclose Confidential Information as required pursuant to a judicial or governmental order, or valid subpoena, provided that such party will, unless prohibited by such order or subpoena, promptly notify the Disclosing Party orally and in writing of such requirement to allow the Disclosing Party the opportunity to protect the Confidential Information.

11.3. Remedy; Return of Confidential Information. Each party acknowledges and agrees that unauthorized disclosures of Confidential Information in violation of this section could cause irreparable harm and significant injury to the Disclosing Party which may be difficult or impossible to limit or quantify. Accordingly, each Disclosing Party shall have the right to seek immediate injunctive relief in regards to any breach of confidentiality, without posting any bond therefor, in addition to any other remedies that may be available to it at law or in equity. Upon termination of this Agreement for any reason, or upon earlier request by a Disclosing Party, each party will at the Disclosing Party's sole election, promptly return, or certify the destruction of, all Confidential Information (including any copies thereof) in its possession.

12. Modifications. OneScreen reserves the right to make revisions and modifications to the Agreement (for the purposes of this Section 12, including any Policy) at any time in its sole reasonable discretion. Any revisions or modifications shall be effective thirty (30) days after OneScreen posts the revised version on the applicable website for the Agreement or any Policy, or otherwise provides you with notice in accordance with Section 13.7 of this Agreement. By continuing to use the OneScreen Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to review any modifications or revisions for changes. OneScreen has last modified this Agreement on the date listed at the beginning of this Agreement. 13. Miscellaneous.

13.1. Publicity. You and OneScreen agree to work together in a fair, positive and accurate manner to issue publicity and general marketing communications concerning your use of the OneScreen Services and other mutually agreed-upon matters. Neither party will issue any publicity or general marketing communications concerning this relationship without the prior written consent of the other, provided however that OneScreen shall have the right to use your name and logos in general marketing materials related to OneScreen Services without your prior consent in order to identify you as a OneScreen client, or as otherwise necessary or permitted under the Service Terms and/or any Service Description, but never in any manner that could reasonably be seen as being adverse to your interests.

13.2. Force Majeure. OneScreen and its affiliates will not be liable to you for any failure or delay in performing under this Agreement or any OneScreen Service where the failure or delays results from any cause beyond OneScreen's reasonable control, including without limitation: acts of God; acts or omissions of government (or any officer, agency, or instrument thereof); labor disputes or other industrial disturbances; telecommunications, electrical or other utility failures; fires; storms; floods; earthquakes, acts of terrorism, war, riots, or embargoes.

13.3. Independent Contractors. OneScreen and you are independent contractors, and except as otherwise provided for under a Service Description or the Service Terms, neither party, nor any of its respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both you and OneScreen reserve the right to develop (or have developed for it) products, services, systems, or techniques that are similar to or compete with those developed by the other party, and to assist or contract with third-parties who may offer products and services which compete with those of the other party.

13.4. Non-Solicitation of OneScreen Employees. You agree that during the Term of this Agreement, and for a period of two (2) years thereafter that you will not, directly or indirectly: (a) induce or influence (or attempt to induce or influence) any person who is an employee of OneScreen (or who had been an employee of OneScreen at any time during the preceding twelve (12) months) with whom you had contact in performance of any OneScreen Service to terminate his/her relationship with OneScreen, or to accept employment with you, or (b) aid, assist or abet any third-party in any of the aforementioned activities.

13.5. Third Party Beneficiaries. It is not the intention of this Agreement to create any third-party beneficiary rights in any third-party individual or entity that is not a party to this Agreement.

13.6. Import and Export Compliance. Each party will comply with all applicable import, re-import, export, and re-export control laws and regulations in connection with this Agreement. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the OneScreen Services, including without limitation, your transfer and processing of your Content, the provision of your Content to End Users, and the region(s) in which any of the foregoing occur.

13.7. Notices. Any written notice under or in connection with this Agreement may be sent by personal delivery, overnight courier, certified mail (return receipt requested), fax, or email, to:

if to OneScreen: OneScreen Inc., Attn: Legal Department, 310 Commerce, Suite 200, Irvine, CA 92602, Fax: (949) 525-9779, Email: legal@onescreen.com; and

if to Company: to the address, email address, and/or fax number associated with your account. Notices shall be deemed effective immediately upon personal delivery. Notices by email will be effective upon delivery. Notices provided by fax or overnight courier will be effective one (1) business day after they are sent. Notices provided by certified mail will be effective five (5) days after they are sent.

13.8. Assignment. Except pursuant to a merger, acquisition or business combination by OneScreen, neither party may assign or transfer any of its rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of the other party, such consent not to be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

13.9. Waiver. All waivers under this Agreement shall only be effective if made in writing and signed by the party to be bound. No delay, omission or failure to exercise any right or power under this Agreement will constitute a present or future waiver of such right or power, or either party's right to do so at a later time.

13.10. Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted so as best to effect the intent of the original portion. If such construction or interpretation is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.

13.11. Governing Law & Venue. This Agreement, and any dispute between you and OneScreen, shall be governed by the laws of the State of California, without reference to its conflict of laws rules. The jurisdiction and venue for all disputes shall be the state and federal courts in the County of Orange, in the State of California. You hereby consent to the exclusive jurisdiction of those courts. OneScreen may however seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of the intellectual property rights or other proprietary rights of OneScreen, its affiliates, or any third-party.

13.12. Mediation. The parties agree to first attempt to resolve any claim, dispute, or controversy (whether in contract, tort or otherwise) arising out of or relating to this Agreement or any OneScreen Service (each, a "Dispute") through mediation within the County of Orange, in the State of California, utilizing a mutually agreeable mediator, with all expenses and costs to be shared equally. The existence or results of any negotiation or mediation will be treated as Confidential Information. If the parties are unable to resolve any Dispute within thirty (30) days of notice of a Dispute, each party shall be free to pursue all remedies then available to it at law or equity.

13.13. Attorneys' Fees. In the event that the parties are unable to resolve any Dispute pursuant to the terms of Section 13.12, and any litigation or other proceeding or action at law or in equity is brought by either party in connection with this Agreement or any OneScreen Service, the prevailing party will be entitled to recover from the other party all reasonable costs, attorneys' fees, and other expenses incurred in addition to any other relief to which it may be entitled.

13.14. Entire Agreement. Section headings are used for convenience of reference and shall not affect the meaning or interpretation of this Agreement. This Agreement represents the entire understanding between you and OneScreen with respect its subject matter and supersedes all prior or contemporaneous oral and written understandings, communications or agreements. You acknowledge and agree that you have not been induced to enter into this Agreement by any representation or warranty not set forth in in this Agreement.

14. Definitions. "Acceptable Use Policy" means the policy currently available at http://legal.onescreen.com/aup/, as it may be updated by OneScreen from time to time. "Confidential Information" means any and all non-public information, documents, data and know-how disclosed by a party, its affiliates, business partners or its or their respective employees, contractors, or agents that is proprietary and not generally known in nature, which is either designated as "confidential" or "proprietary", or given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential or should reasonably be expected to adversely affect a party's business if misused or disclosed. "Content" means software, data, text, graphics, audio, video, images, and/or other data or information. "Copyright Policy" means the policy currently available at http://legal.onescreen.com/copyright-policy/, as it may be updated by OneScreen from time to time. "End User" means any individual or entity that directly or indirectly through another user: (a) accesses or uses your Content or that of any third-party through the OneScreen Services provided to you; or (b) otherwise accesses or uses the OneScreen Services under your account. "OneScreen Services" means each of the services made available by OneScreen or its affiliates, including all services in the Service Terms or as described in any Service Description, OS Content, OS Marks, OneScreen's websites, and any other product or service provided by OneScreen under this Agreement. OneScreen Services do not include any third-party Content or any Third Party Services and Products. "OS Content" means Content which OneScreen or any of its affiliates make available in connection with the OneScreen Services. "OS Marks" means any trademarks, service marks, service or trade names, logos, and other designations of OneScreen and its affiliates that OneScreen may make available to you in connection with this Agreement. "Policies" (each a "Policy") means the Acceptable Use Policy, the Privacy Policy, the Service Terms, the Trademark Use Guidelines, all restrictions described in the OS Content and on OneScreen's websites, and any other policy or terms referenced in or incorporated into this Agreement. "Privacy Policy" means the privacy policy currently available at http://legal.onescreen.com/privacy-policy/, as it may be updated by OneScreen from time to time. "Service Description" means any OneScreen writing in the form or title of "Work Order", "Insertion Order", "Service Attachment", a "Service Addendum", a OneScreen Service registration site, or any other website or writing which describes a OneScreen Service and incorporates by reference the terms of this Agreement. "Service Terms" means the rights and restrictions which apply to particular OneScreen Services located at http://legal.onescreen.com/service-terms/, as they may be updated by OneScreen from time to time. "Suggestions" means all suggested improvements to the OneScreen Services that you provide to OneScreen. "Term" means the term of this Agreement described in Section 6.1. "Third Party Services and Products" means any and all third-party provided services or products which OneScreen may make available for your use in relation to any OneScreen Service. "Trademark Use Guidelines" means the guidelines and limited license located at http://legal.onescreen.com/trademark-guidelines/, as they may be updated by OneScreen from time to time.