Come2play publisher basic package agreement

Come2play publisher AGREEMENT
THIS come2play publisher AGREEMENT ("Agreement") is made and entered into by and between Come2Play Ltd., a company incorporated under the laws of the State of Israel ("Come2Play"), and You, the licensee of an online Come2Play Multiplayer Game.
PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE downloading and installing the Licensed Application to your website, AND INDICATE YOUR ACCEPTANCE BY CHOOSING “I ACCEPT”. BY CONSENTING, YOU ACCEPT AND AGREE TO BE BOUND BY ALL THE TERMS OF THIS Agreement. A copy of this Agreement may be printed and retained.
Pursuant to the terms and conditions of this Agreement, Come2Play grants to you a license to embed any of Come2Play's social games portal ("Licensed Application") published by Come2Play on Come2Play's website at http://www.come2play.com/newsite ("Come2Play Website") and to install such Licensed Application in your website ("Your Website") The effective date is the date on which you download the Licensed Application ("Effective Date").
For good and valuable consideration, the parties agree as follows:

Ownership. Come2Play shall retain all right, title, and interest in and to any Licensed Application or materials that you download from Come2Play Website or otherwise provided to you by Come2Play (together with the Licensed Application shall be referred to as "Licensed Materials").
License. Subject to the terms and conditions of this Agreement and such additional terms published from time to time on Come2Play Website, Come2Play hereby grants to you a license to embed the Licensed Application to Your Website and use the Licensed Application for the sole purpose of providing a social gaming portal to Your Website visitors.
Revenues Generating Activities.
1. Virtual Currency Monetization Platform. You acknowledge that the Licensed Application is integrated with virtual currency monetization platform which enables Your Website's users to buy virtual currency ("Tokens") or be eligible for Tokens via cost per acquisition advertising ("CPA Ads"). Further, you acknowledge that Come2Play may, directly or indirectly place CPA Ads and 'buy tokens' buttons or banners anywhere in the social games section.
2. Monthly Subscription. You acknowledge that Come2Play sells monthly subscription programs for cash or Tokens ("Monthly Subscriptions").
3. Banners. You acknowledge that Come2Play manages the banner advertising media for publishers in the ad spaces throughout the network ("Banners").
Payments and Payment Terms.
1. You shall be entitled to 40% (forty percent) of the Distributable Revenues actually generated by Come2Play from the sale of Tokens, CPA Ads, Monthly Subscriptions and Banners performed directly from the Licensed Application embedded by You in Your Website and Your affiliated websites in accordance with this Agreement only ("Revenue Share"). "Distributable Revenues" means the Net Advertising Revenues less deductions for cost of content and operational costs. "Net Advertising Revenue" means gross revenues billed for Tokens, CPA Ads, Monthly Subscriptions and Banners less deduction of cost for fraud, chargebacks, refunds, credit card processing fees, uncollected amounts, agency fees, payment for monetization aggregators, referral fees and wire/PayPal transfer fees.
2. The Revenue Share will be due and payable within forty five (45) days after the end of each calendar month; provided that amounts of less than two hundred dollars ($200.00) will be held until amounts due equal or exceed that amount. Come2Play will transfer the Revenue Share to Your bank account or to Your PayPal account in accordance with the details You provided in the Payment Information Form; if no bank/PayPal account details were provided, Come2Play will withhold the payments due until You provide your bank/PayPal account details on such Payment Information Form.
3. Publisher shall be solely responsible for the payment of, and shall pay when due and indemnify Come2Play against, all applicable taxes, including any sales, use, excise or transfer taxes and other taxes associated with payments to Publisher under this Agreement.
Your Warranties. You hereby warrant and represent to Come2Play that : (i) You have the requisite authority to enter into and be bound by this Agreement; and (ii) You shall not attempt to modify, copy, reverse engineer or in any other way use the Licensed Material not in accordance with this Agreement; and (iii) Your Website, the content provided therein, including code, visual, and musical elements do not infringe on the rights of any third party, including any copyright, trademark, patent, trade secret or other intellectual property right, or any right of privacy or publicity; and (iv) Your Website does not contain falsehoods or misrepresentations or content that could give rise to a criminal offense, civil liability, violate any law, or is otherwise inappropriate; and (v) Your Website and the content provided therein shall not contain, or contain links to content promoting the use of alcohol, tobacco or illegal substances; nudity, sex, pornography, or adult-oriented content; expletives or inappropriate language; content promoting illegal activity, racism, hate, "spam," mail fraud, pyramid schemes, or investment opportunities or advice not permitted by law; content that is libelous, defamatory, contrary to public policy, or otherwise unlawful; and (vi) Your entering into this Agreement does not violate any laws, rules, or regulations which govern Licensee or constitute a breach, event of default, or violation of any agreement by which you are bound.
Fraud. Come2Play will not be obligated to pay for any fraudulent actions generated by any person, automated program or similar device in connection with any Advertisements provided by Advertisers, as reasonably determined by Come2Play or its Advertisers.
Indemnity. You shall indemnify, defend, and hold Come2Play harmless from and against any damages, amounts agreed to in settlement, demands, liabilities, obligations, costs, and expenses of any nature whatsoever (including reasonable attorneys' fees) incurred by Come2Play to the extent resulting from (i) a violation by You of the terms of this Agreement or your obligations, representations, or warranties hereunder, (ii) a third-party claim that Your Website infringes any patent, copyright, trademark, trade secret, right of privacy or publicity, or any other proprietary right of a third party.
Waiver. COME2PLAY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR, (I) THE AVAILABILITY, ACCURACY OR COMPLETENESS OF THE Licensed Application and the Gaming Portal, (II) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE COME2PLAY PLATFORM, (II) COMMUNICATIONS OR ACTIONS OF COME2PLAY PLATFORM USERS, OR (iiI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE COME2PLAY PLATFORM.
Limitation of Liability. COME2PLAY SHALL NOT BE LIABLE, WHETHER IN CONTRACT, IN TORT, OR IN ANY OTHER FORM OF ACTION, FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS PERFORMANCE OR FAILURE TO PERFORM HEREUNDER. IN NO EVENT SHALL COME2PLAY'S LIABILITY TO LICENSEE FOR DAMAGES EXCEED $5.00 USD.
Governing Law/Jurisdiction/Venue.
1. This Agreement shall be governed by the laws of the State of Israel, without reference to its principles of conflict of laws to the extent they would require the application of the law of other jurisdiction. The parties each consent to the exclusive jurisdiction of the courts located in Tel-Aviv, Jaffa, and waive any objection to venue in such courts.
2. In the event that the foregoing provision is for any reason held to be invalid, illegal, or unenforceable in any respect, and only if Publisher is an EU resident or a US resident then the following shall apply:
  1. US Residents: Disputes with US residents shall be governed by and be construed according to the laws of the State of New York, without regard to the conflict of laws provisions thereto. Any dispute arising under or in relation to this Agreement shall be exclusively resolved in the competent court in New York City. Each party hereby irrevocably waives, to the fullest lawful extent, all right to trial by jury in any proceeding relating to this agreement, the notes or the transactions they contemplate.
  2. EU Residents: This Agreement shall be exclusively governed by the laws of England and Wales, without reference to conflict of laws principles. Without derogating from Come2Play's right to seek injunctive relief in any jurisdiction it may deem proper, both parties agree that all disputes between the parties in connection with or arising out of the existence, validity, construction, performance and termination of this Agreement (or any terms thereof), which the parties are unable to amicably resolve between themselves within 30 days, shall be referred to arbitration in London in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said rules. Said arbitration shall be conducted in English and the arbitrator shall be obligated to reason his decisions.
Term and Termination. This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon a 30 day prior written notice to the other party. Upon termination of this Agreement you shall immediately cease using the Licensed Application and delete and purge out from your computers and/or Your Website any of the Licensed Material.
Entire Agreement. This Agreement and any written amendments executed by both parties embodies the entire agreement and understanding between the parties and supersedes all prior understandings and agreements, whether written or oral, between the parties relating to the subject matter hereof. Come2Play may amend this Agreement unilaterally upon ten (10) days prior notice delivered to the email address provided by Licensee to Come2Play. Notwithstanding the foregoing, the terms of use, policy and other terms and conditions set forth in Come2Play Website shall apply to this Agreement, to the extent such terms do not explicitly contradict the terms and conditions of this Agreement.
Legal Construction; Interpretation. If one or more of the provisions of this Agreement are for any reason held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement; and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained in this Agreement.
Counterparts. This Agreement may be executed in one or more counterparts, each of which, taken together, shall be considered one and the same document.

By checking "I Accept" below you affirmatively agree that this Agreement shall be binding on you, just as if you had provided a physical signature. you hereby agree to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed under this agreement. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law .