This website, and the tools and services provided hereto, are provided within the United States of America by Papaya Mobile Inc, a Delaware Corporation, (“USA Office” “Us”.) by agreement with Papaya Inc., a Cayman Island corporation (“Foreign Office” “Us”.) If you are an individual or entity operating from within the United States, you are entering into this Agreement with the USA Office. Otherwise, you are entering into this Agreement with the Foreign Office.

1. General Terms
   1. During the registration process you will be required to provide us with various identifying information as well as contact information. You agree to provide us with wholly complete and accurate information only. You also agree to update your information so that it remains complete and accurate at all times.
   2. You agree to use each tool and service that we provide only for lawful purposes and that you will refrain from the violation of any civil, criminal and regulatory law in any jurisdiction, not just the jurisdiction in which you operate from, as provide for herein.
   3. You will refrain from using any tool or service we provide upon our request. You will refrain from using any tool or service that we provide until and unless we approve your usage in advance and you will cooperate with any review, investigation or questioning we have that we find, in our sole discretion, to be reasonable to ensure that we have properly investigated your intended or current use of our tools and services.
   4. We have published a privacy policy, which is hereby incorporated by reference as if fully set forth herein. You agree to review this privacy policy on a regular basis and agree to be bound by its terms and conditions if subsequently modified by us, as a condition of using the tools and services that we provide. The policy may be viewed at http://appflood.com/privacy_policy.
   5. Currently we do not charge a commission for our services. However, we anticipate that at some point in the future, we may find it appropriate to offer certain services on a fee basis. Some currently “free” services may become “paid for services” and/or we may offer additional, “premium” services at certain fees. Should we make any such changes, you will be informed and you will have the ability discontinue using our services should you wish to not pay for any services that we intend to offer on a “paid for” or “premium” basis.
   6. In order to protect the integrity of our targeted advertising, we will carefully review all publisher reported targeting information. Our method of scrutiny is a trade secret, but we reserve the right to deduct points from publisher accounts if we, in our sole discretion, determine that any publisher has violated our terms which require publishers refrain from issuing false targeting informational reports to us. In order to facilitate this, we shall with hold account balances for up to thirty days in order to complete our internal review of the integrity of publisher provided targeting data.
2. Promoted Applications
   Should you intend to make any significant or material content changes to existing Promoted Applications that impact or involve our SDK or API, you agree notify us in advance of making any such changes. We will determine, in our sole discretion, if your changes or modifications are “significant” or “material” in nature and impact our SDK or API upon our review of your proposed modifications. Failure to honor this requirement may result in our banning your modified Application from our service. Our acceptance of your modified Application is strictly in our sole discretion. Should we accept your modified Application, these terms and conditions continue to apply and remain in full force and effect. We may take up to one business week (seven (7) working days, holidays and weekends excluded) to review your proposed modifications. Modifications that do not involve our SDK or API are outside of the scope of this section.
   1. You agree to display the unmodified AppFlood Ad Units to the users of your Promoted Application(s). With the exception of ad integrated via the API, you may not resize, alter, change, modify, obscure, hide, obstruct, blur, minimize, watermark, or otherwise interfere with our intended usage of the AppFlood Ad Units display in any manner. Ads integrated via the API must be displayed in a industry standard, commercially acceptable manner. In the event that we determine, at our sole discretion, that ads are not being implemented in an industry standard, commercially acceptable manner, we reserve the right to suspend or terminate campaigns or accounts.
   2. You may not segment the users of the Promoted Application who are exposed to viewing the AppFlood Ad Unit, except as required for users under the age of thirteen (13), as set forth below. If you do not display the AppFlood Ad Units to all of the users of your Promoted Application, you must fully randomize the publication of the AppFlood Ad Units to your user popularion.
   3. You will ensure that the AppFlood Ad Units are published and displayed to, and any installs from AppFlood Ad Units, or any other use of the Service that we provide, will originate from actual live end users of your Promoted Application and not from any automated process, tool, script, robot, or engage in any falsification of user statistics in any manner or for any purpose.
   4. You will refrain from, including regarding assisting any third party or entity, doing or attempting to do anything that would harm our business, data, software, hardware of our own company or belonging to any user. You will accordingly, refrain from attempting to modify, circumvent, disable, violate, or interfere with the security or integrity of any process, data, software, hardware, or aspect of our business, including our website, tools, services, domain name registration, or cause us any harm in any manner at all. You will not issue oral or written threats of any nature that are not issued as a demand letter by licensed legal counsel. Unless you are a recognized search engine, you will not spider our site. You may not scrape data to use for any purpose, other than if you are a recognize search engine. Accordingly, you may not “crawl,” “spider” or otherwise index or in any non-transitional manner store or cache data or information obtained from any part of our website or tools and services offered unless you are a recognized search engine. All recognized search engines must conduct their crawling only if done so in a manner that does not injure our website, content published on the website, and with complete, accurate contact information provided in the robot’s header. You agree to indemnify us from any losses caused by misfiring scripts or any other harm caused by your authorized crawling of your indexing robot. You may not violate the intellectual property rights of our company or those of any user through the use of any authorized crawl of our website.
   5. You may not directly or indirectly decipher, decompile, disassemble, reverse engineer, or otherwise to attempt to derive any source code, software, scripts, business methods, patentable subject matter, or algorithms, or any intellectual property not published openly by us to the general public, or any tool or service that we provide. If you believe you are subject to and authorized to do so pursuant to any law of the United States or any individual state or territory in the United States, you will provide written notice of your intention to do so, and provide us with thirty (30) days written notice. You may not engage in any such action until we have reviewed your request and responded with specific authorization for the same. If we do not respond, you are not authorized to conduct any such activities. You agree to be bound by any reasonable limitations that are contained with our limited authorization.
   6. When you are connected to third party websites and applications through our Service, you agree that we do not control the content of such sites and that we merely provide a passive conduit to such sites. You agree that we do not endorse these third party sites and that we are not responsible or liable for their availability, content, advertising, products or privacy policies from such sites or other third party resources of any nature that we refer you to. You agree that you have the sole responsibility to research all aspects of such third party sites prior to your use of such sites.
   7. You will not use our Service, or any individual tool or service that we provide, in any way that violates any criminal, civil or regulatory law in any way, in any jurisdiction, including any intellectual property rights, right of privacy or publicity, or violate any civil, criminal or regulatory law of any nature, in any jurisdiction.
   8. If the Promoted Application is subject to any third party’s policies, guidelines, or terms, such as Facebook Inc.’s terms of use and privacy policy, you will agree to and comply with such legal documents prior to using any tool or service that we provide. In the event that you have been determined to be in violation of any the terms of any such legal documents, you will promptly provide us with notice of your violation, whether actual or merely accused, and share all related correspondence between yourself and the related third party company, or at your discretion, refrain from further use of any of our tools and services. You agree to hold us harmless and indemnify us of any losses, costs, fees and reasonable attorney’s fees that result from your actual or accused violation of such third party legal documents that arise during the course of your usage of any tool or service that we provide to you.
   9. You are solely responsible for any taxes, including withholding, filing, reporting, income taxes, payroll taxes and any other taxes, government tariffs and duties, except for AppFlood’s income related and other business taxes that are solely our responsibility, arising from your applications and use of the services and tools that we provide. Developers are solely responsible for the financial costs/processing fees charged to their accounts by Paypal, Credit Card Service Providers, and other third parties that the Developer uses to receive payments from us.
   10. You understand and agree that we do not guarantee that our tools, services and website will be available or free from errata or corruption on a twenty-four hour, seven day a week basis, or with a 100% degree of service reliability. We may suffer service outages, in whole or in part, from time to time. We are not responsible for the security or non-corruption of any data that is owned by you. We do promise to keep any errata and or downtime to a minimum. We are not responsible for any Act of God, insurrection, plague, civil unrest, revolution, incident of weather, strike, disruption, lack of Internet connectivity or other disruption in normal Internet services, denial of service attack, hacking, or any other act or event that is outside our control or otherwise caused by a third party.
   11. You will refrain from knowingly publishing Ad Units or supply to AppFlood any data on end users who are under the age of 13. If you become aware of any user that is under the age of 13 years of age, you will notify AppFlood so that we may delete any data on such user. If you are subject to the privacy policies of any nation other than the United States of America, you will comply with all privacy policies of that nation. You may be subject to the privacy policies of other nations if you obtain personally identifiable data, as defined by that nation, from users in nations other than the USA, if so, you warrant that you have obtained suitable legal advice regarding your legal obligations and you are complying with those laws.
   12. We may post rules, guidelines, and policies on our website, collectively referred to herein as “Rules.” You understand and agree that such rules are hereby incorporated by reference into this Agreement as if fully set forth herein and you will comply with such rules. Should we add to or otherwise alter or modify such Rules, the current version of such Rules are incorporated herein and you will comply with all such Rules without our having a requirement to modify the terms and conditions of this Agreement.
3. Account SecurityA. You are solely responsible for the security of your account, user ID, and password. You agree to refrain from sharing your user ID and password with anyone. You agree to be the sole person or entity responsible for all usage of your account. You may never loan your account usage to any third person or entity. It is for your use alone. You will never use a third person’s account without our written permission. You will notify us immediately if any unauthorized use of your password or account or other breach of security has taken place. You are solely responsible for any harm that has taken place if you fail to promptly notice of us of any actual or suspected security issues affecting your account.
4. Licenses and Intellectual Property Rights
   
   1. All trademarks, service marks, and intellectual property, including copyrights, published in our service and elsewhere are the sole intellectual property of their individual owners. You agree to refrain from any unauthorized usage of such intellectual property. You agree that authorization may take the form of a written authorization or license as issued to you by the respective owner. All rights to all intellectual property as published on our [?] are reserved by the respective owners of such intellectual property rights and no further notice to you is required.
   2. We acknowledge that we have no claim of any nature in intellectual property that you own or solely control, including your Promoted Application, trademarks, service marks, copyrights or other aspects of intellectual property.
   3. As a condition for your use of our tools and services, you agree to provide and do provide AppFlood with a limited, free, revocable, royalty-free, non-exclusive, license to use your name, logo, title, trademark, service mark and other intellectual property for the sole purpose of providing service to you. You may withdraw from usage of our service at anytime, and this license will then lapse and be of no further legal effect.
   4. You agree that each user of the Service shall be provided an non-exclusive license to link to and direct users to your Promoted Application through our Service and as such, you grant a limited, revocable, free license for the publication of your intellectual property in order to facilitate such activities on your behalf, including the copying, duplication and display of your promotional materials, trademark, service mark, artwork, graphics, videos, audio, templates and other promotional material that you provide for the purpose of our provision of services to you.
5. User Generated Content and Submissions
   1. You are solely responsible for the content that you submit for use on our Service including any promotions or advertising content to be displayed on the AppFlood Ad Units (“Submissions.”) You warrant and promise that such Submissions will be wholly lawful in nature and will not be of a threatening, harmful, offensive, intolerant, defamatory, misleading, deceptive, obscene, indecent nature and will not violate any civil, criminal or regulatory law of any nature in any jurisdiction nor violate the privacy rights of any individual or entity.
   2. You warrant and promise that you won or possess the legal right to submit and use any Submissions and such usage will not violate or infringe the rights of any third person or entity.
   3. You retain ownership in and the ability to license your Submission and any content in the Submission. You hereby grant AppFlood an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, fully paid, sub-licensable and transferable license to use, modify, reformat, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit your Submission in connection with the Service and AppFlood’s (and its successors and assigns) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels.
   4. 4 You are solely responsible for your (i) own Submission and the consequences of posting or publishing it and (ii) the actual implementation of the AppFlood Ad Units including the AppFlood SDK and/or API on your Promoted Application. AppFlood will under no circumstances be liable in any way for any Submission, including, but not limited to, any errors or omissions in any Submission, or any loss or damage of any kind, including damages, royalties, costs, fees and our reasonable attorney’s fees, incurred in connection with use of or exposure to any Submission made available via the Service and you agree to hold us harmless and defend us from any third party claims, whether threatened or actual, arising from your submitted Submissions.
6. Earning and Spending Points
   
   1. Terms Specific to Advertisers. Advertisers are invited to sign up for an AppFlood account and will connect their app to the exchange by installing the AppFlood SDK or connecting to us via our API. Advertisers may create a campaign targeting particular nations, operating systems and various other targeting elements or factors that we may offer. Advertisers are solely responsible for the creative elements of their campaign and shall upload their “creative” to AppFlood.
      
      Advertisers shall set a bid, denominated in points, for how much the advertiser is willing to pay for an install in any particular advertising campaign and may set a daily campaign budget. Advertiser purchased points will be deducted from the advertiser’s account as the campaign is fulfilled.
      
      There is no cash value to points after they have been purchased for the purpose of advertising: points cannot be exchanged for cash and there is no refund offered for purchased points.
   2. Terms Specific to Publishers. Publishers are invited to sign up for an AppFlood account where they can connect their apps to the AppFlood exchange by installing the AppFlood SDK or connect to AppFlood via the AppFlood API. Publishers may opt to “blacklist” any particular advertiser. Publishers will set the types of information made available to advertisers, such as nation, operation system, software version and so forth. Such information will be limited to the data that we are able to provide. Once the publication goes live, each time a user within your app is shown an advertisement, we will display the advertisements from advertisers on our platform. You will then receive as many points as the bid for that ad credited to your publisher account. You may cash out your point balance via either your Paypal account, of if you wish to reduce fees, via Bank Transfer to your designated bank account.
   3. Terms Specific to Exchanger Accounts. Exchangers are invited to sign up for an AppFlood account and may connect their apps to the exchange by installing the AppFlood SDK or connecting to AppFlood via the AppFlood API. Once live, you will build up points which you can use to purchase installs for your app or other apps that you associate with your account. You may either set your point bids yourself of simply use the default bid. You may use the points you earn to bid on acquiring installs from others or your may cash out any points you have earned.
7. Confidential Information and App Flood Data
   
   1. You agree and acknowledge that AppFlood may retain and use for its own purposes all information and data you provide to us, including but not limited to app demographics and contact and billing information. You agree that AppFlood may transfer and disclose to third parties personally identifiable information about you for the purpose of approving and enabling your participation in the Service and as necessary to provide services to you. AppFlood disclaims all responsibility, and will not be liable to you, and you agree to hold us harmless, for any disclosure of that information by any such third party.
   2. You are required to notify us at least three (3) business days in advance of any material changes to any applicable privacy policy you publish and shall provide us with the revised copy of the privacy policy prior to the effective date of the change(s). If we require our own legal counsel to review the privacy policy, you shall remit a flat fee of $250 for that purpose and make any changes as required by our in house counsel.
   3. You represent and warrant that the information and data you share with AppFlood in performance of this Agreement is data (i) which you have the right to share with AppFlood pursuant to your privacy policy and in compliance with applicable laws (ii) that the same data is not shared or provided to AppFlood in violation of your privacy policy or of any laws or regulations or any jurisdiction, including those governing privacy rights and (iii) AppFlood is free to use such data for any legal purpose pursuant to our normal business practices.
   4. You also agree and acknowledge that AppFlood may collect, gather, use, market, sell and advertise information and statistical data (“AppFlood Data”) regarding the AppFlood Ad Units and any end user activity with the Service in connection with your Promoted Application subject to AppFlood’s Privacy Policy available at http://appflood.com/privacy_policy.
   5. You also acknowledge and agree that AppFlood Data shall remain the sole property of AppFlood and may not be copied or reproduced, altered, modified, changed, broadcast, distributed, transmitted, transferred, disseminated, sold or offered for sale, trade, or for no consideration at all, in any manner, at any time anywhere in the world, for any purpose, except as expressly authorized in writing by AppFlood. Nothing herein shall be construed as a license, grant or assignment to you or any third party of any right, title or interest in any AppFlood Data owned by AppFlood, including, without limitation, any of its trademarks, service marks, intellectual property of any nature, or any other property or rights.
   6. Confidential Information. You agree to refrain from disclosing any of our confidential information without express permission from us in writing. “Confidential information” includes software, programming, scripts, data, information, trade secrets, patents (provisional or pending,) patentable subject matter, technical specifications, materials, plans, business plans, concepts, ideas, information, ideas, partner information, employee information, advertising concepts, technology, statistics, or any other information or data that is reasonably felt buy us, in our sole discretion, to be confidential in nature. We have no requirement to mark such information as “confidential” in order for it to be deemed by us to be confidential. Information and data as described herein this section may or may not be legally defined as subject matter within the scope of the Uniform Trade Secrets Act or similar state laws, but may merely be information and data we conclude is confidential. Confidential Information shall not include information that is publicly known through no breach by you, or information that you obtained independently without access to Confidential Information, or rightfully received by you from a third party, or required to be disclosed by law or by a governmental authority. We have no obligation to protect your confidential information except for as set forth by our privacy policy or the law of the State of California. In general, it is not our intention to disclose your confidential information except as required by law or in the normal course of our business as required to provide services to you. Again, please consult our privacy policy for details as to our obligations regarding the protection of your confidential information.
8. Term
   
   1. This Agreement shall remain in full force and effect while you use our Service. All terms and conditions that would reasonably survive the termination of this Agreement shall so survive.
   2. You may terminate your use of this Service at anytime, with or without notice to us, but you shall immediately stop using each and every tool and service that we provide at the time you elect to terminate this Agreement.
   3. Should you terminate this Agreement, you must immediately follow any termination of Service instructions we have published on our website. You understand that closing your account with us may result in the irretrievable loss of your data and information related to your user account.
   4. We may terminate your user account and your ability to access, duplicate, preserve, data or use our tools and services at any time, without no notice or explanation to you, for any reason we deem in our sole discretion to be appropriate, without having any duty to provide any explanation or justification to you, which may include the destruction of any statistics, data, or information (“user data”) otherwise reachable or used by you, without any compensation of any nature provided to you regarding any such loss. You agree to hold us harmless from any damages relating to such destruction of such user data.
9. Changes and Modifications to the Service and Website.
   
   1. We reserve the right to modify, change or replace any of the conditions and terms of this Agreement with no prior notice to you. Your continued use of any tool or service that we provide is your express indication to us that you agree to be bound by each term and condition of any subsequent version of this Agreement. While we may provide you with notice of a new version of this Agreement, by either email or by posting a notice on our website, we have no duty to do so. Consequently, you agree to read this Agreement at least on a weekly basis. We shall post a notice at the top of this Agreement to disclose if the Agreement is a new edition.
   2. If you do not wish to agree to the terms and conditions of any subsequent version of this Agreement, your sole remedy is to stop using our tools and services and close your membership account with us.
10. Legal Terms
    
    1. THE TOOLS AND SERVICES THAT WE PROVIDE, INCLUDING ALL FUNCATIONALITIES AND INFORMATON OF ALL AND ANY NAURE, RELATED IN ANY WAY TO OUR SITE OR ANY THIRD PARTY SITES OR SERVICES LINKED TO FROM OUR SITE IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATABILITY AND NONINFRINGEMENT. WE DO NOT WARRANT THAT ANY CONTENT, TOOL OR SERVICE WILL BE ERROR-FREE, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SITE OR THE SERVERS THAT MAKE SUCH CONTENT, TOOLS AND SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR SHALL PRODUCE ANY PARTIUCULAR RESULT, PROFIT OR GAIN. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY CONTENT, TOOL OR SERVICE. YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST US WITH RESPECT TO CONTENT, TOOL OR SERVICE AND ANY CONTENT YOU PROVIDE TO THIRD PARTY SITES (INCLUDING CREDIT CARD AND OTHER PERSONAL INFORMATION).
    2. INDEMNIFICATION
       You are responsible for maintaining the confidentiality of your username(s), password(s), and your account(s), as well as all activities that occur under your account(s). You hereby agree to indemnify, defend, and hold us, our licensors, licensees, distributors, agents, representatives and other authorized users, and each of the foregoing entities' respective resellers, distributors, service providers and suppliers, and all of the foregoing entities' respective officers, directors, owners, employees, agents, representatives and assigns (collectively, the "Indemnified Parties") harmless from and against any and all losses, damages, liabilities and costs (including settlement costs and any of our reasonable legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these terms of use or claims arising from your use of the of our site and the tools and services we provide and/or your account(s). You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
    3. LIMITATION OF LIABILITY
       UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL WE, OUR LICENSORS OR LICENSEES, OR ANY OF THE FOREGOING ENTITIES' RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS OR SUPPLIERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS, PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULT FROM (A) THE USE OF, OR THE INABILITY TO USE, ANY OUR SITE AND ITS TOOLS, SERVICES OR CONTENT, OR (B) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF A OUR SITE OR ANY OTHER PERSON OR ENTITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $100 (WHICHEVER IS LESS) FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO OUR SITE. MOREOVER, UNDER NO CIRCUMSTANCES SHALL WE, OUR LICENSORS OR LICENSEES, OR ANY OF THE FOREGOING ENTITIES' RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS OR SUPPLIERS, BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND OUR OR THEIR REASONABLE CONTROL.
    4. WE MAY TERMINATE YOUR FURTHER ACCESS TO OUR SITE OR CHANGE OUR SITES AND ITS TOOL AND SERVICES OR DELETE CONTENT, TOOLS, SERVICES, FUNCTIONALTIES, OR FEATURES IN ANY WAY, AT ANY TIME AND FOR ANY REASON OR NO REASON.
    5. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION AND ELSEWHERE IN THESE TERMS OF USE APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
11. JURISDICTION, ARBITRATION AND MISCELLANEOUS TERMS
    
    1. Jurisdiction and Arbitration. This Agreement will be governed by and construed in accordance with the internal laws of the State of California, excluding that body of laws known as choice of law or conflict of laws. Subject to the provisions of this section, all disputes, controversies or claims arising out of or relating to this Agreement will be resolved through mandatory binding arbitration conducted in San Franciso, California, before J.A.M.S./ENDISPUTE or its successor ("JAMS") pursuant to the United States Arbitration Act, 9 U.S.C. Section 1, et seq. (the "Act"); and the terms and conditions of this Agreement. The arbitration will be conducted in accordance with the provisions of J.A.M.S.'s Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration (the "JAMS Rules"), subject to the provisions of this Section. The terms set forth in this Agreement will control in the event of any inconsistency between such terms and the JAMS Rules. The parties will cooperate with JAMS and with each other in promptly selecting a single arbitrator from JAMS's panel of neutrals. If the parties fail to so select an arbitrator within thirty (30) days following the date of either party's notice of demand to conduct arbitration, then JAMS will appoint an arbitrator in accordance with the JAMS Rules. The award of the arbitrator will be in writing and will set forth findings of fact and conclusions of law. Judgment on the arbitrator's award will be final and binding upon the parties and may be entered in any court having jurisdiction thereof. If for any reason JAMS or its successor no longer is in business, then the arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitrator's fees will be shared equally by the parties and each party will initially bear its own costs and attorneys' fees, but the prevailing party shall be reimbursed by the other party for all attorneys fees, witness fees, and arbitration costs. All papers, documents, or evidence, whether written or oral, filed with or presented in connection with the arbitration proceeding will be deemed by the parties and by the arbitrator to be confidential information of both parties. The arbitrator chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or the provisions of this Agreement. Notwithstanding the foregoing, nothing in this section shall prevent either party from applying for and obtaining from a court a temporary restraining order and/or other injunctive relief.
    2. The Relationship of Parties hereto this Agreement are as independent businesses only, and nothing in this Agreement or the conduct of the parties pursuant hereto shall establish a relationship of principal/agent, franchiser/franchisee, employer/employee, master/servant, or otherwise.
    3. This Agreement represents the complete agreement concerning the subject matter hereof between the parties and supersedes all prior agreements and representations between them.
    4. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.
    5. The failure of AppFlood to act with respect to a breach of this Agreement by you or by others does not constitute a waiver and shall not limit AppFlood’s rights with respect to such breach or any subsequent breaches.
    6. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our consent and any action or conduct in violation of the foregoing shall be void and without effect.
    7. AppFlood expressly reserves the right to assign or transfer this Agreement, in whole or in part, without any notice to you, and/or to delegate any of its obligations hereunder. You may not transfer or assign this Agreement in any manner without the written permission of AppFlood, which will not be unreasonably withheld. This Agreement shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed entirely within California and without reference or regard to its conflict of laws provisions, pursuant to mandatory, binding arbitration as set forth herein.
    8. Notice. Any notices required under this Agreement shall be made by AppFlood to the e-mail address you have used to register for the Service, or the last known address you have provide to us, and shall be made by you to the e-mail address info@AppFlood.com. Our email to your as indicated herein and to AppFlood as indicated herein shall serve as the required written notice.