Terms of service

1. Acceptance, eligibility and authority

1.1 Acceptance. You accept these Terms by clicking to accept them, by creating an account, by starting a trial, by subscribing to a plan, or by accessing or using the Service, whichever happens first. If you do not agree to these Terms, you must not access or use the Service.

1.2 Business use only. The Service is offered only to businesses and other organisations, and to individuals acting in a trade, business, craft or profession. It is not offered to consumers for personal, family or household purposes. By accepting these Terms you represent that you are acquiring the Service for business purposes.

1.3 Authority. If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity and its affiliates to these Terms, and “Customer” and “you” refer to that entity. If you do not have that authority, or if you do not agree to these Terms, you must not accept them or use the Service. The individual who accepts these Terms and the entity on whose behalf they accept are jointly responsible for any breach of the representation in this Section 1.3.

1.4 Eligibility. You represent and warrant that (a) you are at least 18 years old and have legal capacity to enter into a binding contract; (b) you and the entity you represent are not located in, organised under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions; (c) you are not on, and are not owned or controlled by anyone on, any U.S. government list of prohibited or restricted parties; and (d) you have not previously had a LaunchOfferwall account suspended or terminated by us for breach, unless we have expressly permitted you to register again.

1.5 Additional terms. Some features may be subject to additional terms, policies or documentation that we present when you enable or use them (“Additional Terms”). Additional Terms are incorporated into these Terms by reference.

2. Definitions

In these Terms the following capitalised words have the meanings given below. Other capitalised words are defined where they first appear.

• “Agreement” means these Terms together with any Order, Additional Terms, our Privacy Policy and, where executed, a Data Processing Addendum.
• “AI Assistant” means the conversational assistant feature in the console, which is powered by a third-party large language model.
• “Authorised User” means an individual whom you, or someone acting under your account, invite or permit to access the Service under your account, including your employees, contractors and agents, and including Publishers who access the Publisher Portal.
• “Customer Data” means all data, content and information submitted to or collected through the Service by you, your Authorised Users, your Publishers, your Partners or your End Users, or generated by the Service from that data for your Network, including offers, publisher records, click and conversion records, postback logs and End User identifiers, but excluding Usage Data and Sapniverse Materials.
• “Customer Marks” means your names, logos, trademarks, domains and other brand features that you upload to or use with the Service.
• “Documentation” means the guides, developer pages, help content and other descriptions of the Service that we make available, as updated from time to time.
• “End User” means any individual who views, accesses or interacts with an offerwall, click link or other surface of your Network, typically through a Publisher's app, game or website.
• “Fees” means the subscription fees and any other amounts payable for the Service.
• “Network” means the white-labelled offerwall network that you configure and operate using the Service.
• “Order” means the plan selection you make in the console or at checkout, or any written order form that references these Terms and is signed or accepted by both parties.
• “Partner” means any affiliate network, advertiser, demand source, tracking platform or other third party whose offers or data you connect to the Service, including networks such as Everflow, Affise and impact.com and any custom integration.
• “Plan” means the subscription plan you select, including its Fees and its Plan Limits.
• “Plan Limits” means the usage allowances that apply to your Plan, which may include monthly clicks, monthly conversions, numbers of Publishers, numbers of custom domains and monthly AI Assistant requests.
• “Publisher” means any app owner, game developer, website operator or other person that you onboard to your Network to show your offerwall to End Users.
• “Sapniverse Materials” means the Service, the Documentation, the LaunchOfferwall name and marks, our software, code, designs, templates, models, algorithms, interfaces and all improvements, modifications and derivative works of any of them, regardless of who created them.
• “Service” means the LaunchOfferwall hosted software platform, including the tenant console, publisher portal, embeddable offerwall, tracking and postback endpoints, APIs, AI Assistant and any related software, features and support that we provide, as changed from time to time.
• “Third-Party Services” means any product, service, platform, API, network or content that is not provided by Sapniverse, including Partners, PayPal, ProxyCheck.io, domain registrars and DNS providers, and the providers of the model used by the AI Assistant.
• “Usage Data” means data and information about the operation, performance and use of the Service, including logs, metrics, diagnostics, configuration data and statistics, that does not identify you, your Authorised Users or any End User.

3. The Service

3.1 Access. Subject to your continued compliance with the Agreement and timely payment of all Fees, we grant you, during your subscription term, a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service, within your Plan Limits, solely to operate your Network for your internal business purposes.

3.2 Software only. The Service is software that helps you run your own offerwall network. It lets you connect your own Partner accounts, import and publish offers, onboard and manage your own Publishers, show an embeddable offerwall to End Users, generate click links, receive Partner postbacks, record conversions, send postbacks to Publishers, screen traffic for fraud and review reporting. We provide tools; you make every business decision about your Network.

3.3 We do not handle money. Sapniverse does not receive, hold, process, escrow, settle or transmit any funds, payouts, rewards, revenue shares or other money for your Network. Partners and advertisers pay you directly under your agreements with them, and you pay your Publishers directly. Payout, reward, revenue-share and currency figures in the Service are calculations that you configure and are provided for your information and reconciliation only. They are not an invoice, a statement of account, an obligation of Sapniverse or a guarantee that any amount will be paid by anyone.

3.4 We are not a party to your relationships. Sapniverse is not a party to, and has no obligations or liability under, any agreement or relationship between you and any Partner, advertiser, Publisher, End User, payment provider or other third party. We do not supply offers, advertisers, traffic, publishers or end users, we do not approve or vet offers, and we do not act as your agent, broker, payment processor, money transmitter or advertising network.

3.5 Changes to the Service. The Service is provided on a subscription basis and evolves over time. We may add, change, replace, suspend or discontinue any feature, integration, interface, template, API or part of the Service at any time, with or without notice, including to address security, legal, technical, operational or commercial considerations or changes made by a Third-Party Service. Where we discontinue a core feature of your Plan during a paid billing period, we will try to give you advance notice by email or in the console. Your sole and exclusive remedy for any change you do not accept is to cancel your subscription under Section 21.

3.6 Beta and preview features. We may make features available that are identified as beta, preview, early access, experimental or similar (“Beta Features”). Beta Features are provided for evaluation, may be incomplete or unreliable, may be changed or withdrawn at any time, are excluded from any commitment we make elsewhere in the Agreement, and are provided strictly “as is”.

3.7 Support. We may provide support by email or in the console on a commercially reasonable basis during our normal business hours. We do not commit to any response time, resolution time or support level unless we agree to one in a signed Order.

3.8 No service level. Unless a signed Order expressly says otherwise, we do not offer any service level agreement, uptime commitment, service credits, latency guarantee or recovery point or time objective. Maintenance, upgrades and incidents may make all or part of the Service unavailable from time to time.

4. Accounts, Authorised Users and security

4.1 Registration. To use the Service you must create an account and provide accurate, current and complete information, and keep it up to date. We may refuse any registration, at our discretion.

4.2 Authorised Users and roles. You may invite Authorised Users and assign them roles. Roles determine what each Authorised User can see and do. You are solely responsible for choosing who receives access and which role they receive, for revoking access promptly when it is no longer appropriate, and for ensuring that every Authorised User complies with the Agreement. Any act or omission of an Authorised User is deemed to be your act or omission.

4.3 Credentials. Accounts may be accessed with email and password, by one-time sign-in links sent by email, or by other methods we support. Each Authorised User must use their own credentials and must not share them. You are responsible for keeping all credentials, email accounts used for sign-in links, API keys and Partner keys secure and confidential.

4.4 Responsibility for activity. You are solely responsible and liable for all activity that occurs under your account, including activity by Authorised Users, by anyone using their credentials or sign-in links, by Publishers through the Publisher Portal, and by the AI Assistant acting on an Authorised User's instructions, whether or not you authorised that activity. We may rely on any instruction received through your account as authorised by you.

4.5 Unauthorised access. You must notify us at hello@launchofferwall.com without delay if you become aware of or suspect any unauthorised access to or use of your account, credentials or the Service, and cooperate with us to address it. We are not liable for any loss or damage arising from unauthorised use of your account or credentials, except to the extent caused directly by our breach of Section 15.

4.6 Account contacts. You must keep a valid, monitored email address for at least one account owner. Notices sent to that address are deemed received as set out in Section 33.

5. Free trial

5.1 Trial. We may offer a free trial of the Service, currently 14 days from the date your Network is created (the “Trial”). We may change the length or terms of the Trial for future accounts, limit Trials to one per Customer, and refuse or end a Trial at any time, including where we suspect abuse such as repeated sign-ups.

5.2 Trial limits. Trials may be subject to Plan Limits and feature restrictions that we set. Trials are provided “as is”, without any warranty, support commitment, indemnity or other obligation of any kind, and, notwithstanding anything else in the Agreement, our total liability in connection with any Trial is zero to the maximum extent permitted by law.

5.3 End of Trial. If you have not subscribed to a paid Plan when the Trial ends, we may restrict the Service, which may include stopping your offerwall and click links from serving traffic, blocking new activity and limiting console access. We are not responsible for any lost traffic, conversions, revenue or data while the Service is restricted. We may delete the Customer Data of a Network that does not subscribe to a paid Plan after the period described in Section 22.

6. Subscriptions, fees, billing and taxes

6.1 Plans and Fees. Fees are as stated for your Plan at the time you subscribe, in the console or on our pricing page, or in a signed Order. Unless otherwise stated, all Fees are quoted and payable in U.S. dollars. There is no setup fee and no long-term commitment: subscriptions are month to month.

6.2 Billing through PayPal. Subscriptions are billed monthly in advance through PayPal. By subscribing, you authorise us and PayPal to charge the payment method in your PayPal account the Fees for your Plan on the first day of each billing period, together with any applicable taxes, until you cancel. Your use of PayPal is governed by PayPal's own terms and privacy policy, and we are not responsible for PayPal's acts, omissions, errors, fees, holds or availability. You are responsible for keeping a valid payment method in your PayPal account.

6.3 AUTOMATIC RENEWAL. YOUR SUBSCRIPTION RENEWS AUTOMATICALLY FOR SUCCESSIVE ONE-MONTH BILLING PERIODS, AND YOU WILL BE CHARGED THE THEN-CURRENT FEES FOR YOUR PLAN AT THE START OF EACH BILLING PERIOD, UNTIL YOU CANCEL. YOU CAN CANCEL AT ANY TIME FROM THE BILLING PAGE IN THE CONSOLE OR BY CANCELLING THE SUBSCRIPTION IN YOUR PAYPAL ACCOUNT. CANCELLATION TAKES EFFECT AT THE END OF THE CURRENT BILLING PERIOD.

6.4 NO REFUNDS. ALL FEES ARE NON-CANCELLABLE AND NON-REFUNDABLE, AND NO REFUNDS, CREDITS OR PRO-RATED AMOUNTS ARE PROVIDED FOR PARTIAL BILLING PERIODS, UNUSED PLAN ALLOWANCES, DOWNGRADES, PERIODS OF SUSPENSION OR RESTRICTION, SERVICE INTERRUPTIONS, OR EARLY CANCELLATION, EXCEPT WHERE A REFUND IS REQUIRED BY APPLICABLE LAW THAT CANNOT BE WAIVED BY CONTRACT. Any refund or credit we choose to give in a particular case is at our sole discretion and does not create an obligation to give one in any other case.

6.5 Plan changes. You may change your Plan from the console where that option is offered. A change takes effect, and any additional Fees are charged, as described in the console at the time of the change. A downgrade may reduce your Plan Limits and features and may cause loss of configuration, content or capacity that does not fit the lower Plan, for which we are not responsible.

6.6 Price changes. We may change our Fees, Plans and Plan Limits at any time. For existing paid subscriptions, a change that increases your Fees or reduces your Plan Limits will take effect from your first billing period starting at least 30 days after we notify you by email or in the console. If you do not agree to the change, you must cancel before it takes effect. Continuing your subscription after the change takes effect constitutes your acceptance of it. Promotional or discounted pricing applies only for the period stated and then reverts to the standard price.

6.7 Failed and late payment. If any charge is declined, reversed or not paid when due, we may, without liability to you and in addition to any other right or remedy, (a) retry the charge or have PayPal retry it; (b) suspend or restrict all or part of the Service, including stopping your offerwall and click links from serving traffic, after notifying you by email or in the console; (c) charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law; and (d) terminate your subscription if payment remains outstanding for 15 days after our notice. You must reimburse our reasonable costs of collection, including attorneys' fees and collection agency fees. Restoring service after payment is made is at our discretion.

6.8 Payment disputes and chargebacks. If you believe a charge is incorrect, you must tell us in writing within 30 days after the charge, or you waive the dispute. You agree to contact us and try to resolve any billing issue before opening a dispute, claim or chargeback with PayPal or your payment provider. If you open a dispute or chargeback that we reasonably consider unjustified, that is a material breach of the Agreement and we may suspend or terminate your account immediately and recover the disputed amount and any associated fees.

6.9 Taxes. Fees are exclusive of all sales, use, value-added, goods and services, digital services, withholding, excise and similar taxes, duties and levies, and of any related interest and penalties (“Taxes”). You are responsible for paying all Taxes associated with your purchase, except taxes on our net income. If we are required to collect or pay any Taxes, we may invoice them to you and you will pay them unless you give us a valid tax exemption certificate. If any withholding is required by law, you will gross up your payment so that we receive the full amount we would have received without the withholding.

6.10 Your Network's money is yours. For the avoidance of doubt, Fees are payable regardless of whether your Network earns revenue, whether any Partner pays you, whether any conversion is reversed or charged back, and whether you pay your Publishers.

7. Plan Limits and enforcement

7.1 Plan Limits. Your use of the Service is subject to the Plan Limits of your Plan. Unless otherwise stated, monthly Plan Limits are measured per calendar month in Coordinated Universal Time (UTC) and reset at the start of each calendar month. Unused allowances do not roll over and have no cash value.

7.2 Enforcement. When a Plan Limit is reached, the Service will automatically block new activity of the relevant type until the limit resets at the start of the next month or you upgrade to a Plan with a higher limit. Depending on the limit, this may include not serving your offerwall, not redirecting new clicks, not allowing new Publishers or custom domains to be added, and not processing new AI Assistant requests. Conversions arising from clicks that were recorded before the limit was reached will continue to be recorded.

7.3 Measurement. Usage is measured by our systems, and our measurements are final and binding absent manifest error. Reporting and counters in the console may be delayed or approximate.

7.4 No liability for limits. You are responsible for monitoring your usage and choosing an appropriate Plan. We are not liable for any traffic, clicks, conversions, revenue, Publisher relationships, Partner relationships or other opportunities lost, or for any claim by a Partner, Publisher or End User, arising from the application of Plan Limits, from a restriction after a Trial ends, or from a suspension under Section 20.

7.5 No circumvention. You must not circumvent or attempt to circumvent any Plan Limit, including by creating multiple accounts or Networks, splitting traffic, manipulating counters or using any technical workaround. If you do, we may charge you for the excess usage at our then-current rates, move you to an appropriate Plan, or suspend or terminate your account.

8. Your Network and your responsibilities

8.1 You run your Network. You are solely responsible for your Network and for every aspect of how it operates, including: which Partners you connect and which offers you publish; the content, accuracy, legality, targeting and terms of every offer and reward; which Publishers you onboard and the terms on which you work with them; the configuration of payouts, rewards, revenue shares, currencies, caps, postbacks and fraud rules; the End Users to whom your offerwall is shown; and all communications with Partners, Publishers and End Users.

8.2 Payouts, rewards and reversals. You are solely responsible for paying your Publishers, for delivering or causing the delivery of any reward to End Users, and for handling all reversals, chargebacks, clawbacks, adjustments, scrubs, disputes and non-payment by any Partner or advertiser. Sapniverse is not responsible or liable for any amount that a Partner fails to pay you, any reward that is not delivered, any reversal of a conversion, any fraud loss, or any amount you pay or fail to pay to any Publisher or End User.

8.3 Your configuration. You are responsible for the accuracy of all settings you enter, including Partner credentials, postback URLs, secrets, payout and revenue-share values and domain records. Errors in your configuration, or in data supplied by a Partner or Publisher, may cause clicks or conversions to be attributed incorrectly or not at all, and we are not liable for the consequences.

8.4 Records and reconciliation. The Service stores records to help you operate and reconcile your Network, but you are responsible for maintaining your own records and backups as required by your business and by law. In any dispute between you and a Partner or Publisher, the records and agreements between you and that party govern; the Service's records are not authoritative and we are not obliged to provide evidence or testimony.

8.5 Fraud. The Service includes tools that may help you identify suspicious traffic. You are solely responsible for deciding which tools to use, how to configure them and what action to take. No fraud tool can detect all fraud, and some legitimate traffic may be flagged. We are not liable for any fraud, invalid traffic, false positive or false negative, or any loss resulting from either.

8.6 Your agreements. You will have and comply with written agreements with your Partners and Publishers that are adequate for your use of the Service, including terms that permit their data to be processed through the Service.

9. Legal compliance

9.1 General. You are solely responsible for ensuring that your Network, your offers, your rewards and your use of the Service comply with all laws, regulations, industry codes and Partner and platform terms that apply to you, your Partners, your Publishers and your End Users in every jurisdiction where your Network operates or your offerwall is shown. We do not give legal advice and do not monitor your compliance. Without limiting this, you are responsible for compliance with:

• consumer-protection, unfair and deceptive practices, advertising, marketing and truth-in-advertising laws, including Section 5 of the U.S. Federal Trade Commission Act and state equivalents;
• FTC guidance and rules on endorsements, testimonials, incentivised reviews and material connections, and clear and conspicuous disclosure of the incentives offered to End Users and the conditions for earning a reward;
• laws governing sweepstakes, contests, lotteries, prize promotions, gambling, gaming, loot boxes, virtual currencies, gift cards, stored value and rewards programs;
• children's privacy and online safety laws, including the U.S. Children's Online Privacy Protection Act (COPPA): your Network must not target offers to, or knowingly collect personal information from, children under 13 (or any higher age set by applicable law), and you must not use the Service with any app, game or site that is directed to children;
• privacy, data protection, e-privacy and data security laws, including the GDPR and UK GDPR, the California Consumer Privacy Act as amended (CCPA) and other U.S. state privacy laws, including providing all required privacy notices to End Users and Publishers and obtaining all required consents, for example for cookies, device identifiers or the sharing of data with Partners;
• email, text message and telemarketing laws, including the CAN-SPAM Act and the Telephone Consumer Protection Act, for any communications you or your offers send;
• laws regulating particular products and industries, including financial products, credit, insurance, cryptocurrency, health, pharmaceuticals, supplements, alcohol, tobacco, cannabis, firearms, dating and adult content;
• tax, anti-money-laundering, know-your-customer, payments and money transmission laws applicable to your payouts to Publishers and rewards to End Users, including collecting tax forms and issuing any required information returns;
• export control and economic sanctions laws, as described in Section 31; and
• anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.

10. Acceptable use policy

10.1 You must not, and must not permit any Authorised User, Publisher or other person to, use the Service to or in a way that:

• violates any law or regulation, any third party's rights, or any Partner, advertiser, app store or platform terms;
• promotes, publishes or facilitates unlawful, deceptive, misleading or harmful offers, including offers that misrepresent rewards, hide material terms, impose undisclosed subscriptions or charges, or are “non-incentive” offers run on incentivised traffic in breach of an advertiser's terms;
• generates, simulates, disguises, launders or knowingly passes fraudulent, automated, incentivised-in-breach or otherwise invalid clicks, installs, leads or conversions, including through bots, emulators, device farms, click injection, cookie stuffing, SDK spoofing, attribution manipulation or fake postbacks;
• offers adult or sexually explicit content, gambling, betting or real-money gaming, except where lawful in every jurisdiction where it is shown, permitted by every relevant Partner and platform, and restricted to adults with appropriate age-gating;
• targets or is directed to children, or knowingly collects personal information from children under 13 or any higher age set by law;
• transmits malware, viruses, spyware, ransomware, phishing pages, cryptominers or any other harmful or deceptive code, or links to them;
• collects, uses or discloses personal data without a lawful basis, required notice or required consent, or collects sensitive personal data (such as health, financial account, precise location or government identification data) through End User identifiers or offer parameters;
• infringes or misappropriates any intellectual property, publicity or privacy right, including by using a brand, logo or domain you are not authorised to use, or impersonates any person or business;
• sends spam or unsolicited communications;
• accesses or attempts to access any other customer's account, Network or data, or any part of the Service you are not authorised to access;
• probes, scans or tests the vulnerability of the Service, or breaches or circumvents any security, authentication, rate limit or Plan Limit, except under a written security testing agreement with us;
• interferes with, disrupts, overloads or imposes an unreasonable load on the Service or its infrastructure, including through denial-of-service attacks or excessive automated requests;
• scrapes, crawls, harvests or extracts data from the Service other than your own Customer Data through the features and APIs we provide;
• copies, modifies, translates or creates derivative works of the Service, or decompiles, disassembles, reverse engineers or otherwise attempts to derive its source code, models, algorithms or non-public interfaces, except to the extent that this restriction is prohibited by applicable law;
• uses the Service or any Sapniverse Materials to build, train, benchmark for publication, or improve a competing product or service;
• sells, resells, rents, leases, sublicenses, time-shares or otherwise provides the Service, or access to it, to any third party as a service bureau or on a standalone basis, other than operating your own Network for your Publishers and End Users as permitted by these Terms, unless we agree in writing;
• removes, obscures or alters any proprietary notice in the Service; or
• uses the AI Assistant in breach of Section 12 or of the usage policies of the model provider that we make available or reference.

Enforcement of the acceptable use policy

10.2 We may, but are not obliged to, monitor use of the Service for compliance with these Terms. We may investigate any suspected breach and may cooperate with law enforcement, regulators, Partners and other affected parties, including by disclosing information about you and your use of the Service where we believe in good faith that disclosure is required by law or reasonably necessary to prevent harm or fraud.

10.3 If we believe that any offer, content, configuration, Publisher, domain or activity breaches this Section 10 or exposes us, the Service, other customers or any third party to harm or legal risk, we may, without liability and without prior notice, remove or disable it, block traffic, suspend your account under Section 20 or terminate the Agreement under Section 21.

11. Third-Party Services and integrations

11.1 Your choice. The Service lets you connect Third-Party Services, including Partner networks through their APIs or postbacks, PayPal for billing, ProxyCheck.io for IP risk lookups using your own key, and domain and DNS providers for custom domains. Whether to use any Third-Party Service is your decision, and your use of it is governed solely by the terms, policies and pricing between you and its provider.

11.2 Credentials. When you provide credentials, API keys or secrets for a Third-Party Service, you represent and warrant that you are entitled to use them with the Service and that doing so complies with that provider's terms. You authorise us to use them to access the Third-Party Service on your behalf to provide the features you enable, including retrieving offers and sending data that the integration requires.

11.3 No responsibility. Third-Party Services are not under our control. We do not endorse them and are not responsible or liable for their availability, accuracy, security, data handling, pricing, acts or omissions, or for any data you send to or receive from them. Providers may change or discontinue their APIs, postback formats, rate limits or terms at any time, which may cause an integration to stop working, to work incorrectly or to be discontinued. We may make reasonable efforts to keep integrations working, but we have no obligation to maintain any particular integration and are not liable for any loss resulting from a change to or failure of a Third-Party Service.

11.4 Data you send. Once you direct the Service to send Customer Data to a Third-Party Service, for example a postback to a Publisher's URL or an IP lookup to ProxyCheck.io, the provider's handling of that data is outside our control and is your responsibility.

12. AI Assistant

12.1 How it works. The AI Assistant is powered by Claude, a large language model provided by Anthropic. When an Authorised User uses it, their prompts and the Customer Data the AI Assistant retrieves to answer them are sent to Anthropic for processing. The AI Assistant acts through the same permissions as the signed-in Authorised User, cannot exceed that user's role, and asks the user to confirm before it makes changes.

12.2 Outputs may be wrong. AI output is generated automatically and may be inaccurate, incomplete, outdated, offensive or inappropriate, even when it sounds confident. Output is not legal, financial, tax or other professional advice. You are solely responsible for reviewing every output and proposed action before relying on it or approving it, and for every action you approve. Once an Authorised User approves an action, it is treated as an action taken by that user.

12.3 Untrusted content. Partner feeds, offer text, postbacks and other third-party content may contain text designed to manipulate AI systems. The Service is designed to treat that content as data and not as instructions, but no safeguard is perfect, and you must review proposed actions carefully.

12.4 Your inputs. You must not submit to the AI Assistant any content that you do not have the right to submit, that breaches Section 10, or that contains sensitive personal data that is not needed for your request. You are responsible for your prompts. As between you and us, you own your prompts and the outputs generated for you, to the extent any rights exist in them, and outputs generated for other customers may be similar to yours.

12.5 Limits and availability. AI Assistant requests count toward your Plan Limits. We may change the underlying model or provider, restrict or rate-limit use, or suspend or discontinue the AI Assistant at any time.

13. Customer Data

13.1 Ownership. As between you and Sapniverse, you own all right, title and interest in your Customer Data. We do not claim ownership of Customer Data.

13.2 Licence to us. You grant Sapniverse and its sub-processors a worldwide, non-exclusive, royalty-free, fully paid licence, during the term of the Agreement and for any period afterwards in which we retain Customer Data under Section 22 or applicable law, to collect, host, copy, store, transmit, process, display, modify and use Customer Data as necessary or useful to (a) provide, maintain, support and secure the Service for you; (b) prevent and investigate fraud, abuse, security incidents and breaches of the Agreement; (c) operate, improve and develop the Service, including by analysing how features are used; and (d) comply with law and enforce our rights.

13.3 Aggregated and de-identified data. Notwithstanding anything else in the Agreement, we may collect and create Usage Data and aggregated or de-identified data derived from Customer Data that does not identify you, any Authorised User, any Publisher or any End User, and we may use and disclose such data for any lawful purpose during and after the term, including to provide benchmarks, improve the Service and develop new products. We own all Usage Data and all such aggregated and de-identified data. Where data protection law requires it, we will not attempt to re-identify de-identified personal data.

13.4 Your warranties about Customer Data. You represent and warrant that you have, and will maintain, all rights, licences, consents, notices and lawful bases necessary for us to process Customer Data as described in the Agreement, and that Customer Data and its processing through the Service will not infringe any third party's rights or violate any law or third-party terms.

13.5 Your responsibility. You are solely responsible for the accuracy, quality, integrity, legality and appropriateness of Customer Data, and for how you acquired it. We have no obligation to review, verify or monitor Customer Data, but we may remove or disable any Customer Data that we believe breaches the Agreement.

13.6 Backups. Although we take steps to protect Customer Data, the Service is not a backup or archival service. You are responsible for exporting and keeping copies of any Customer Data you need.

14. Data protection and privacy

14.1 Roles. You are the controller (or “business”) of personal data contained in Customer Data, including data about Publishers, End Users and your Partners' personnel, such as End User identifiers supplied by Publishers, IP addresses, country, device and user-agent information, and click and conversion records. Sapniverse processes that personal data as your processor (or “service provider”) on your behalf and in accordance with your documented instructions, which are given by the Agreement and by your configuration and use of the Service.

14.2 Service provider commitments. To the extent the CCPA applies, we will not sell or share (as those terms are defined in the CCPA) personal data that we process on your behalf, retain, use or disclose it for any purpose other than the business purposes specified in the Agreement or as otherwise permitted by the CCPA, or combine it with personal data we receive from other sources except as permitted by the CCPA.

14.3 Our Privacy Policy. Our Privacy Policy explains how we handle personal data for which we are a controller, such as account and billing data about you and your Authorised Users and data about visitors to our website, and how we handle personal data on your behalf. It forms part of the Agreement.

14.4 Data Processing Addendum. Where applicable data protection law requires a written data processing agreement, our standard Data Processing Addendum (“DPA”), including standard contractual clauses where required for international transfers, is available on request at hello@launchofferwall.com and, once executed, forms part of the Agreement. Until a DPA is executed, Section 14 and our Privacy Policy describe the terms on which we process personal data for you.

14.5 Sub-processors. You authorise us to engage sub-processors to process Customer Data, including those listed in our Privacy Policy. We may add or replace sub-processors, and will update the list in our Privacy Policy before a new sub-processor processes Customer Data. If you object to a new sub-processor on reasonable data protection grounds, your sole remedy is to cancel your subscription before the change takes effect.

14.6 Your obligations. You are responsible for providing all privacy notices and obtaining all consents required to process personal data through the Service and to disclose it to us, our sub-processors and the Third-Party Services you connect, for responding to requests from individuals about their personal data, and for configuring the Service, including which Publishers and Partners receive data, in compliance with law. You must not supply End User identifiers that directly identify individuals, such as email addresses or phone numbers, unless that is lawful and necessary. We will provide reasonable assistance with requests from individuals that you cannot fulfil through the Service, at your cost.

14.7 Location of processing. Customer Data is processed in the United States and in other countries where we and our sub-processors operate. You consent to that processing and to the transfer of Customer Data to those countries, subject to any transfer mechanism in an executed DPA.

15. Security

15.1 Our measures. We will use commercially reasonable administrative, technical and organisational measures designed to protect Customer Data in our possession against unauthorised access, loss and disclosure, taking into account the nature of the Service. These include keeping each Network's data in its own database, encrypting stored Partner API keys, signing click identifiers, using role-based access controls and serving the Service over HTTPS. We may change our security measures over time, provided we do not materially reduce the overall protection of Customer Data.

15.2 No guarantee. No method of transmission or storage is completely secure. We do not warrant that Customer Data will be free from unauthorised access, loss or corruption, or that our security measures will prevent every attack.

15.3 Incidents. If we become aware of a breach of our security that leads to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to Customer Data in our possession, we will notify you without undue delay and provide information reasonably available to us to help you meet your own obligations. Our notification of or response to an incident is not an acknowledgement of fault or liability.

15.4 Your security. You are responsible for the security of your own systems, devices, email accounts, credentials, Partner accounts, Publisher integrations and domains, and for configuring the security features of the Service appropriately, including roles and postback secrets.

16. Sapniverse intellectual property and restrictions

16.1 Ownership. The Service and all Sapniverse Materials are owned by Sapniverse and its licensors and are protected by copyright, trademark, trade secret and other laws. Except for the limited access right in Section 3.1 and the licence in Section 17.2, nothing in the Agreement grants you any right, title or interest in or to any Sapniverse Materials, whether by implication, estoppel or otherwise. All rights not expressly granted are reserved by Sapniverse.

16.2 Improvements. Any improvement, configuration template, integration, workflow or other development of the Service that we make, including one made at your request or using your Feedback, is owned exclusively by Sapniverse, and we may make it available to other customers.

16.3 Restrictions. You must comply with the restrictions in Section 10, which apply to the Sapniverse Materials as well as to the Service.

16.4 Code and embeds. Snippets, scripts, iframes, SDK-like code and API examples that we provide for embedding the offerwall or integrating with the Service are Sapniverse Materials licensed to you, and to your Publishers to the extent needed to show your offerwall, only for use with the Service during the term.

17. Branding and white-label licences

17.1 Your brand. You grant Sapniverse a worldwide, non-exclusive, royalty-free licence during the term to use, reproduce and display the Customer Marks in and through the Service, including on your offerwall, publisher portal, custom domains and transactional emails, as needed to provide the white-labelled Service, and as permitted by Section 34. You represent and warrant that you own or are licensed to use the Customer Marks and all domains you connect, and that their use as permitted by these Terms will not infringe any third party's rights.

17.2 White-labelling. Subject to these Terms, you may present the parts of the Service that face Publishers and End Users under the Customer Marks. You must not represent that you developed or own the underlying software, and you are responsible for all statements you make to Publishers, Partners and End Users about your Network. We may display limited “powered by” attribution where your Plan provides for it.

17.3 Our brand. You may refer to LaunchOfferwall by name in a factual way, for example to state that your Network runs on LaunchOfferwall. Any other use of our names, logos or marks requires our prior written consent and must follow any brand guidelines we provide. All goodwill arising from use of our marks belongs to us.

17.4 Domains. You are responsible for registering, renewing and controlling any custom domains you connect and for their DNS records. We are not responsible for any outage, certificate failure or loss of traffic caused by expired domains, DNS changes, registrar actions or third-party certificate authorities.

18. Feedback

18.1 If you or any Authorised User gives us any suggestion, idea, enhancement request, recommendation, bug report or other feedback about the Service or our business (“Feedback”), you grant Sapniverse a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable and sublicensable licence to use, copy, modify, disclose, commercialise and otherwise exploit that Feedback for any purpose, without any obligation or attribution to you. Feedback is not your Confidential Information, and we are not obliged to use it.

19. Confidentiality

19.1 Definition. “Confidential Information” means any non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) in connection with the Agreement that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Our Confidential Information includes non-public parts of the Service, pricing offered specifically to you, security information and the terms of any signed Order. Your Confidential Information includes Customer Data.

19.2 Exclusions. Confidential Information does not include information that the Recipient can show (a) is or becomes publicly available through no fault of the Recipient; (b) was known to the Recipient without restriction before it was disclosed by the Discloser; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Recipient without use of the Discloser's Confidential Information.

19.3 Obligations. The Recipient will use the Discloser's Confidential Information only to exercise its rights and perform its obligations under the Agreement, will not disclose it except to its and its affiliates' employees, contractors, professional advisers, sub-processors and potential acquirers or investors who need to know it and are bound by confidentiality obligations at least as protective as these, and will protect it with at least reasonable care.

19.4 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation, subpoena or court order, provided that, where legally permitted, it gives the Discloser reasonable notice so that the Discloser may seek a protective order at the Discloser's own cost.

19.5 Duration. These obligations continue during the term and for three years afterwards, and for trade secrets and Customer Data for as long as they remain trade secrets or are held by the Recipient.

20. Suspension

20.1 Our right to suspend. We may immediately suspend or restrict your access to all or part of the Service, including stopping your offerwall, click links and postbacks, without liability to you, if we believe in good faith that: (a) you have breached Section 6 (Fees), Section 9 (Legal compliance), Section 10 (Acceptable use) or any other material term of the Agreement; (b) your account, Network or use of the Service poses a security risk, threatens the integrity, availability or performance of the Service or other customers, or may subject us, our sub-processors or any third party to liability or legal or regulatory risk; (c) your account is being used for fraud, invalid traffic or any unlawful purpose; (d) suspension is required by law, by a court or regulator, or by a sub-processor or Third-Party Service on which the Service depends; (e) you have reached a Plan Limit or your Trial has ended without a paid Plan; or (f) you have become insolvent, made an assignment for the benefit of creditors or become subject to bankruptcy or similar proceedings.

20.2 Notice. Where practicable and lawful, we will notify you of a suspension and its reason, before or promptly after it begins. We will try to limit a suspension to the extent and duration we consider reasonably necessary, and may lift it when the cause has been resolved to our satisfaction.

20.3 Fees during suspension. Fees continue to accrue during any suspension caused by you, and no refund or credit is given for any period of suspension or restriction.

21. Term, cancellation and termination

21.1 Term. The Agreement starts when you first accept it and continues until every subscription and Trial under it has ended and your account has been closed.

21.2 Cancellation by you. You may cancel your subscription at any time from the Billing page in the console or through your PayPal account. Cancellation takes effect at the end of the billing period in which you cancel, and you will retain access until then. You remain liable for all Fees for the current billing period, and no refund is provided.

21.3 Termination by us for convenience. We may terminate the Agreement or any subscription for any reason or no reason by giving you at least 30 days' notice, in which case termination takes effect at the end of the notice period or, if later, the end of the billing period you have paid for. If we terminate solely under this Section 21.3 and not for any reason described in Section 21.4, we will refund any Fees you have prepaid for the period after the termination takes effect, which is your sole remedy.

21.4 Termination by us for cause. We may terminate the Agreement, your account or any subscription immediately on notice, without liability and without refund, if: (a) you materially breach the Agreement, including any breach of Section 6, 9, 10, 12, 16 or 31, or repeatedly breach it; (b) any amount is unpaid more than 15 days after our notice; (c) we believe in good faith that your account is being used for fraud or any unlawful purpose, or that continuing to provide the Service to you creates legal, regulatory, reputational or security risk for us or others; (d) we are required to do so by law or by a sub-processor or Third-Party Service on which the Service depends; or (e) any event described in Section 20.1(f) occurs.

21.5 Discontinuation. We may discontinue the Service entirely by giving at least 30 days' notice, in which case Section 21.3 applies.

22. Effect of termination and data export

22.1 Effect. When the Agreement or your subscription ends for any reason: (a) your right to access and use the Service ends; (b) your offerwall, click links, postback endpoints and custom domains will stop working, and we are not responsible for any traffic, clicks, conversions or postbacks sent after that time; (c) you must stop using all Sapniverse Materials and remove our embed code from your and your Publishers' properties; and (d) all unpaid Fees become immediately due.

22.2 Export window. For 30 days after the end of your subscription or Trial (the “Export Window”), unless we terminated under Section 21.4 or the law prevents it, you may request a copy of your Customer Data, which we will provide in a commonly used, machine-readable format that we choose. We may require payment of all outstanding Fees before providing it. We are not obliged to provide data in any particular format or to perform custom exports.

22.3 Deletion. After the Export Window, we have no obligation to retain Customer Data and may permanently delete it, including the database for your Network, without further notice. Residual copies may remain in backups and logs for a limited period until they are overwritten in the normal course, and we may retain data where required by law or to establish, exercise or defend legal claims, in each case subject to Section 19.

22.4 Survival. Sections 2, 3.3, 3.4, 6 (as to Fees accrued and the no-refund policy), 7.4, 8, 9, 13.2 (as to retained data), 13.3, 13.4, 14 (as to retained data), 16, 18, 19, 22 and 23 through 36, and any other provision that by its nature should survive, survive the end of the Agreement.

23. Disclaimer of warranties

23.1 THE SERVICE, THE AI ASSISTANT, BETA FEATURES, TRIALS, THE DOCUMENTATION, ALL INTEGRATIONS AND ALL OTHER SAPNIVERSE MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAPNIVERSE, ITS AFFILIATES AND ITS AND THEIR LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT AND SATISFACTORY QUALITY.

23.2 WITHOUT LIMITING SECTION 23.1, SAPNIVERSE DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY CLICK, CONVERSION, POSTBACK, ATTRIBUTION, REPORT, PAYOUT CALCULATION, REVENUE FIGURE OR OTHER DATA WILL BE ACCURATE, COMPLETE, DELIVERED OR DELIVERED ON TIME; (C) ANY FRAUD SCREENING, IP RISK LOOKUP OR TRAFFIC QUALITY FEATURE WILL DETECT OR PREVENT FRAUD OR INVALID TRAFFIC OR WILL NOT FLAG LEGITIMATE TRAFFIC; (D) ANY OUTPUT OF THE AI ASSISTANT WILL BE ACCURATE, COMPLETE, APPROPRIATE OR SAFE TO ACT ON; (E) ANY INTEGRATION WITH A PARTNER OR OTHER THIRD-PARTY SERVICE WILL CONTINUE TO BE AVAILABLE OR WORK CORRECTLY; (F) THE SERVICE WILL MEET YOUR REQUIREMENTS OR ANY LEGAL OR REGULATORY REQUIREMENT THAT APPLIES TO YOU; (G) ANY DEFECT WILL BE CORRECTED; OR (H) CUSTOMER DATA WILL NOT BE LOST OR CORRUPTED.

23.3 SAPNIVERSE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE OF ANY LEVEL OF TRAFFIC, CLICKS, CONVERSIONS, CONVERSION RATE, REVENUE, PROFIT, PARTNER APPROVAL, PUBLISHER ADOPTION OR OTHER BUSINESS RESULT. ANY ESTIMATE, EXAMPLE OR STATEMENT ON OUR WEBSITE, IN THE DOCUMENTATION OR BY OUR PERSONNEL IS ILLUSTRATIVE ONLY AND IS NOT A WARRANTY.

23.4 YOU ACKNOWLEDGE THAT THE SERVICE DEPENDS ON THE INTERNET AND ON THIRD-PARTY HOSTING, DATABASE, EMAIL, PAYMENT, AI AND OTHER PROVIDERS, AND THAT SAPNIVERSE IS NOT RESPONSIBLE FOR ANY DELAY, FAILURE, LOSS OR DAMAGE CAUSED BY THEM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SAPNIVERSE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THOSE WARRANTIES ARE LIMITED TO THE SHORTEST DURATION AND NARROWEST SCOPE PERMITTED BY THAT LAW.

24. Limitation of liability

24.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SAPNIVERSE, ITS AFFILIATES OR ITS OR THEIR MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, SUB-PROCESSORS OR SUPPLIERS (THE “SAPNIVERSE PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUE, SALES, BUSINESS, CONTRACTS, CUSTOMERS, PUBLISHERS, PARTNERS, GOODWILL OR ANTICIPATED SAVINGS; (C) LOSS, CORRUPTION OR UNAVAILABILITY OF DATA, OR COSTS OF RECOVERING DATA; (D) BUSINESS INTERRUPTION OR DOWNTIME; (E) COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (F) UNPAID OR REVERSED COMMISSIONS, PAYOUTS, REWARDS OR CONVERSIONS, CHARGEBACKS OR FRAUD LOSSES; OR (G) DAMAGE TO REPUTATION, IN EACH CASE ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, STATUTE OR OTHERWISE, AND EVEN IF A SAPNIVERSE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY WERE FORESEEABLE.

24.2 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF ALL SAPNIVERSE PARTIES ARISING OUT OF OR RELATING TO THE AGREEMENT, THE SERVICE OR ANY OTHER DEALINGS BETWEEN YOU AND SAPNIVERSE, FOR ALL CLAIMS COMBINED AND UNDER ANY THEORY OF LIABILITY, WILL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY YOU TO SAPNIVERSE FOR THE SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY, AND (B) ONE HUNDRED U.S. DOLLARS (USD $100). FOR ANY TRIAL OR FREE USE, SECTION 5.2 APPLIES INSTEAD.

24.3 APPLICATION. THE LIMITATIONS IN THIS SECTION 24 APPLY CUMULATIVELY TO ALL CLAIMS AND ARE NOT PER-INCIDENT; THE EXISTENCE OF MORE THAN ONE CLAIM DOES NOT ENLARGE THE CAP. THEY APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. AMOUNTS PAID BY SAPNIVERSE UNDER SECTION 21.3 OR AS ANY REFUND OR CREDIT REDUCE THE CAP.

24.4 BASIS OF THE BARGAIN. YOU ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK IN THESE TERMS, INCLUDING SECTIONS 23, 24 AND 25, THAT SAPNIVERSE WOULD NOT PROVIDE THE SERVICE AT THESE FEES WITHOUT THESE LIMITATIONS, AND THAT THEY ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

24.5 NON-EXCLUDABLE LIABILITY. NOTHING IN THE AGREEMENT EXCLUDES OR LIMITS ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, SUCH AS, WHERE THE LAW SO PROVIDES, LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OR FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE. IN THOSE CASES, THE SAPNIVERSE PARTIES' LIABILITY IS LIMITED TO THE FULLEST EXTENT THAT THE LAW PERMITS.

24.6 YOUR LIABILITY. THE LIMITATIONS IN THIS SECTION 24 DO NOT LIMIT YOUR OBLIGATION TO PAY FEES, YOUR INDEMNIFICATION OBLIGATIONS, OR YOUR LIABILITY FOR BREACH OF SECTIONS 9, 10, 16 OR 19 OR FOR INFRINGEMENT OR MISAPPROPRIATION OF SAPNIVERSE'S INTELLECTUAL PROPERTY.

25. Indemnification

25.1 Your indemnity. You will defend, indemnify and hold harmless the Sapniverse Parties from and against any and all claims, demands, suits, investigations and proceedings brought or threatened by any third party, including any Partner, advertiser, Publisher, End User, regulator or government authority (each a “Claim”), and all resulting losses, liabilities, damages, judgments, settlements, fines, penalties, costs and expenses, including reasonable attorneys' and experts' fees, arising out of or relating to:

• your Network and its operation, including your offers, rewards, promotions and offerwall content and their targeting;
• Customer Data, the Customer Marks and your domains, including any claim that they, or our processing of them as permitted by the Agreement, infringe, misappropriate or violate any third party's rights or any law;
• your relationships, agreements and dealings with Partners, advertisers, Publishers, End Users and other third parties, including any payout, reward, revenue share, reversal, chargeback, non-payment, refund or tax matter;
• any fraud, invalid traffic or deceptive practice on or through your Network, whether by you, your Publishers, your End Users or anyone else;
• your or your Authorised Users' use of the Service, including the AI Assistant and any action approved by an Authorised User;
• your use of any Third-Party Service, or your provision of credentials for one;
• your actual or alleged violation of any law, regulation or third-party terms, including consumer-protection, advertising, privacy, children's privacy, sweepstakes, gambling, email, export and sanctions laws; and
• your breach of the Agreement or of any representation or warranty in it.

Indemnification procedure

25.2 Procedure. We will notify you of any Claim for which we seek indemnification, although a delay in notice relieves you of your obligations only to the extent the delay materially prejudices your defence. We may choose to control the defence and settlement of any Claim ourselves, with counsel of our choice and at your expense, or to let you control it with counsel reasonably acceptable to us. If you control the defence, we may participate with our own counsel at our own cost, and you may not settle any Claim in a way that admits fault or imposes any obligation or restriction on any Sapniverse Party without our prior written consent. You will reimburse our costs and pay amounts owed under this Section 25 as they are incurred.

25.3 No indemnity from Sapniverse. Sapniverse gives no indemnity of any kind under the Agreement, including for intellectual property infringement, unless a signed Order expressly provides one, in which case that indemnity is subject to Section 24.

26. Force majeure

26.1 Sapniverse is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labour disputes, acts or orders of government, embargoes, sanctions, failures or outages of the internet, telecommunications, power, hosting, cloud, database, email, payment or AI providers or any other sub-processor or Third-Party Service, cyberattacks, denial-of-service attacks, and changes in law (each a “Force Majeure Event”). Force Majeure Events do not excuse your obligation to pay Fees.

27. Time limit to bring claims

27.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CLAIM OR CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE MUST BE COMMENCED, BY FILING A DEMAND FOR ARBITRATION OR, WHERE PERMITTED, A LAWSUIT, WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION AROSE. OTHERWISE, IT IS PERMANENTLY BARRED.

28. Governing law

28.1 The Agreement, and any dispute, claim or controversy arising out of or relating to it or to the Service, including non-contractual claims, is governed by the laws of the State of New York, USA, without regard to its conflict-of-laws rules or any other rules that would result in the application of the laws of another jurisdiction, except that Section 29 is governed by the U.S. Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, in any form enacted, do not apply.

29. Dispute resolution, binding arbitration and class action waiver

29.1 INFORMAL RESOLUTION FIRST. BEFORE STARTING ANY ARBITRATION OR COURT PROCEEDING, THE PARTY WITH A DISPUTE MUST SEND THE OTHER A WRITTEN NOTICE DESCRIBING THE DISPUTE AND THE RELIEF SOUGHT. NOTICES TO SAPNIVERSE MUST BE SENT TO hello@launchofferwall.com AND TO SAPNIVERSE LLC, 447 BROADWAY, 2ND FLOOR, SUITE 2206, NEW YORK, NY 10013, USA, ATTENTION: LEGAL. THE PARTIES WILL TRY IN GOOD FAITH TO RESOLVE THE DISPUTE FOR 30 DAYS AFTER THE NOTICE IS RECEIVED. THE LIMITATION PERIOD IN SECTION 27 IS TOLLED DURING THIS 30-DAY PERIOD.

29.2 AGREEMENT TO ARBITRATE. IF THE DISPUTE IS NOT RESOLVED WITHIN THAT PERIOD, ANY DISPUTE, CLAIM OR CONTROVERSY BETWEEN YOU AND SAPNIVERSE ARISING OUT OF OR RELATING TO THE AGREEMENT, THE SERVICE OR THE RELATIONSHIP BETWEEN THE PARTIES, INCLUDING ANY QUESTION ABOUT THE EXISTENCE, SCOPE, VALIDITY, ENFORCEABILITY, INTERPRETATION OR ARBITRABILITY OF THIS SECTION 29, WILL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER ITS COMMERCIAL ARBITRATION RULES IN EFFECT WHEN THE DEMAND IS FILED, INCLUDING, WHERE APPLICABLE, ITS PROCEDURES FOR LARGE, COMPLEX COMMERCIAL DISPUTES OR ITS EXPEDITED PROCEDURES. THE ARBITRATOR, AND NOT ANY COURT, HAS EXCLUSIVE AUTHORITY TO DECIDE THOSE THRESHOLD QUESTIONS, EXCEPT THAT A COURT DECIDES ANY QUESTION ABOUT THE ENFORCEABILITY OF SECTION 29.5.

29.3 PROCEDURE. THE ARBITRATION WILL BE CONDUCTED BEFORE A SINGLE ARBITRATOR, IN ENGLISH, AND THE SEAT AND PLACE OF ARBITRATION WILL BE NEW YORK COUNTY, NEW YORK. THE ARBITRATOR MAY ALLOW HEARINGS BY VIDEO CONFERENCE OR DECIDE THE DISPUTE ON WRITTEN SUBMISSIONS. THE ARBITRATOR MUST APPLY THE AGREEMENT, INCLUDING SECTIONS 23, 24 AND 27, AND NEW YORK LAW, AND MAY AWARD ONLY THE RELIEF THAT A COURT COULD AWARD TO AN INDIVIDUAL PARTY ON AN INDIVIDUAL CLAIM. THE ARBITRATOR'S AWARD WILL BE FINAL AND BINDING, AND JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. THE ARBITRATION AND ANY AWARD ARE CONFIDENTIAL, EXCEPT AS NEEDED TO ENFORCE THE AWARD OR AS REQUIRED BY LAW.

29.4 COSTS. AAA FILING, ADMINISTRATIVE AND ARBITRATOR FEES WILL BE PAID AS PROVIDED BY THE AAA COMMERCIAL ARBITRATION RULES. EACH PARTY WILL BEAR ITS OWN ATTORNEYS' FEES AND COSTS, EXCEPT THAT THE ARBITRATOR MUST AWARD SAPNIVERSE ITS REASONABLE ATTORNEYS' FEES AND COSTS IF SAPNIVERSE PREVAILS ON A CLAIM TO COLLECT FEES OR TO ENFORCE SECTIONS 10, 16, 19 OR 25, AND MAY AWARD FEES AND COSTS WHERE THE LAW OR THE AAA RULES PERMIT.

29.5 CLASS ACTION AND REPRESENTATIVE ACTION WAIVER. YOU AND SAPNIVERSE EACH AGREE THAT ANY DISPUTE WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS OR REPRESENTATIVE ACTION OR ARBITRATION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING, AND MAY NOT AWARD RELIEF TO OR AGAINST ANYONE WHO IS NOT A PARTY TO THE ARBITRATION. IF THIS SECTION 29.5 IS FOUND UNENFORCEABLE AS TO ANY CLAIM, THEN THAT CLAIM (AND ONLY THAT CLAIM) WILL BE SEVERED AND HEARD IN COURT UNDER SECTION 30, AFTER ALL ARBITRABLE CLAIMS HAVE BEEN DECIDED, AND THE ARBITRATION AGREEMENT WILL NOT APPLY TO IT.

29.6 JURY TRIAL WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND SAPNIVERSE EACH KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE, INCLUDING ANY PROCEEDING THAT IS HEARD IN COURT FOR ANY REASON.

29.7 EXCEPTIONS. NOTWITHSTANDING SECTION 29.2: (A) EITHER PARTY MAY BRING AN INDIVIDUAL CLAIM IN A SMALL CLAIMS COURT OF COMPETENT JURISDICTION IN NEW YORK COUNTY, NEW YORK, IF THE CLAIM QUALIFIES AND STAYS THERE; (B) SAPNIVERSE MAY SEEK TEMPORARY, PRELIMINARY OR PERMANENT INJUNCTIVE RELIEF OR OTHER EQUITABLE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO PROTECT ITS INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION, SERVICE, SYSTEMS OR OTHER CUSTOMERS, INCLUDING AGAINST ANY BREACH OF SECTIONS 10, 16 OR 19, WITHOUT POSTING A BOND OR PROVING ACTUAL DAMAGES; AND (C) SAPNIVERSE MAY BRING AN ACTION IN COURT TO COLLECT UNPAID FEES.

29.8 SURVIVAL AND SEVERABILITY. THIS SECTION 29 SURVIVES THE END OF THE AGREEMENT. EXCEPT AS PROVIDED IN SECTION 29.5, IF ANY PART OF THIS SECTION 29 IS FOUND UNENFORCEABLE, THE REST OF IT REMAINS IN EFFECT.

30. Venue and jurisdiction

30.1 For any dispute that is not subject to arbitration under Section 29, or that is brought to enforce or challenge an arbitration award or under Section 29.7, you and Sapniverse submit to the exclusive personal jurisdiction of, and venue in, the state courts located in New York County, New York, and the United States District Court for the Southern District of New York, and waive any objection based on inconvenient forum or improper venue. Notwithstanding this, Sapniverse may seek injunctive relief or enforce a judgment or award in any court of competent jurisdiction.

31. Export controls and sanctions

31.1 The Service and Sapniverse Materials are subject to U.S. export control and economic sanctions laws, including the Export Administration Regulations and regulations administered by the U.S. Treasury Department's Office of Foreign Assets Control. You must comply with those laws and must not, and must not permit any Authorised User, Publisher or End User to, access, use, export, re-export or transfer the Service or any Sapniverse Materials (a) to, in or for the benefit of any country or region subject to comprehensive U.S. sanctions or embargo; (b) to or for any person or entity on a U.S. government restricted-party list, or owned or controlled by one; or (c) for any end use prohibited by those laws. You must not show your offerwall to End Users in, or onboard Publishers or Partners located in, any sanctioned country or region. We may block access from any location and suspend or terminate your account immediately if we believe this Section 31 has been or may be breached.

32. Changes to these Terms

32.1 We may amend these Terms, our Privacy Policy and any Additional Terms at any time by posting the amended version on our website, with a new “last updated” date. Unless we state a later effective date, amendments take effect when they are posted.

32.2 If we make a change that we consider material and that adversely affects your rights, we will also notify you by email or in the console at least 15 days before it takes effect, except where a shorter period is needed to comply with law, respond to a security risk or reflect a change by a Third-Party Service or sub-processor. Changes to Fees and Plan Limits are governed by Section 6.6.

32.3 Your continued access to or use of the Service after an amendment takes effect constitutes your acceptance of it. If you do not agree to an amendment, your sole remedy is to stop using the Service and cancel your subscription before the amendment takes effect. An amendment does not apply to any dispute of which a party gave notice under Section 29.1 before the amendment was posted.

32.4 Except as set out in this Section 32, the Agreement may be modified only by a written document signed by authorised representatives of both parties. No terms in any purchase order, vendor registration, invoice or other document you issue will add to or vary the Agreement, even if we accept or sign it.

33. Notices and electronic communications

33.1 Notices to you. We may give you notices by email to the address of any account owner or administrator, by message in the console, or by posting on our website. Email notices are deemed received 24 hours after sending, console notices when first displayed, and website postings when posted.

33.2 Notices to us. You must send legal notices to Sapniverse by email to hello@launchofferwall.com with “Legal notice” in the subject line and, for notices of breach, termination, indemnification or disputes, also by courier or certified mail to Sapniverse LLC, 447 Broadway, 2nd Floor, Suite 2206, New York, NY 10013, USA, Attention: Legal. Notices to us are effective when received.

33.3 Consent to electronic communications. You consent to receive all communications, agreements, notices, disclosures, invoices and receipts from us electronically, and agree that they satisfy any legal requirement that such communications be in writing. Your electronic acceptance of these Terms, and of any Order, has the same effect as a handwritten signature. We may send you transactional and service emails, such as sign-in links, security alerts, billing notices, usage and limit notices and policy updates, which you cannot opt out of while you have an account.

34. Publicity

34.1 Unless you opt out, you permit Sapniverse to identify you as a customer, including by displaying your name and logo, on our website, in marketing materials and in investor or customer presentations, in accordance with any reasonable brand guidelines you provide. You may opt out at any time by emailing hello@launchofferwall.com, and we will stop new uses within 30 days, although we are not obliged to recall materials already printed or distributed. We will not issue a press release about you, or publish a case study naming you, without your prior consent.

35. Assignment

35.1 You may not assign, delegate or transfer the Agreement, or any of your rights or obligations under it, whether voluntarily, by operation of law, by change of control, merger or otherwise, without our prior written consent. Any attempt to do so without consent is void.

35.2 Sapniverse may freely assign, delegate or transfer the Agreement, in whole or in part, without your consent and without notice, including to an affiliate or to a successor in connection with a merger, acquisition, corporate reorganisation or sale of all or part of its business or assets. We may use subcontractors and sub-processors to perform our obligations.

35.3 Subject to this Section 35, the Agreement binds and benefits the parties and their permitted successors and assigns.

36. General

36.1 Independent contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, franchise, agency, fiduciary or employment relationship, and neither party may bind the other.

36.2 No third-party beneficiaries. The Agreement is for the sole benefit of the parties and their permitted successors and assigns, and confers no rights on any other person, including any Authorised User, Partner, Publisher or End User, except that the Sapniverse Parties are intended beneficiaries of Sections 23, 24 and 25.

36.3 Severability. If any provision of the Agreement is held invalid, illegal or unenforceable, it will be enforced to the maximum extent permissible and modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect, subject to Section 29.5.

36.4 Waiver. No failure or delay in exercising any right or remedy is a waiver of it, and no waiver is effective unless it is in writing and signed by the waiving party. A waiver on one occasion is not a waiver on any other occasion.

36.5 Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. You acknowledge that you have not relied on any statement, promise or representation that is not expressly set out in the Agreement.

36.6 Order of precedence. If there is a conflict between parts of the Agreement, the following order of precedence applies, from highest to lowest: (a) a signed Order, but only for the specific provisions that it expressly states override these Terms; (b) an executed DPA, but only as to the processing of personal data; (c) these Terms; (d) Additional Terms; (e) the Privacy Policy; and (f) the Documentation.

36.7 Interpretation. Headings are for convenience only. “Including” and similar words mean “including without limitation”. “Writing” includes email. The words “will” and “must” are mandatory. The Agreement will not be construed against either party as its drafter. References to laws include their amendments and replacements and their implementing regulations.

36.8 Equitable relief. You acknowledge that a breach of Sections 10, 16 or 19 may cause Sapniverse irreparable harm for which damages would be an inadequate remedy, and that Sapniverse is entitled to seek equitable relief, without posting a bond, in addition to any other remedy.

36.9 Remedies. Except as expressly stated in the Agreement, Sapniverse's rights and remedies are cumulative and in addition to any other rights and remedies available at law or in equity.

36.10 U.S. government users. The Service is “commercial computer software” and “commercial computer software documentation” as those terms are used in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement, and is provided to U.S. government users only with the rights set out in the Agreement.

36.11 Language. The Agreement is written in English, and the English version controls over any translation.

36.12 Survival. Section 22.4 lists the provisions that survive the end of the Agreement.

37. Contact

Questions about these Terms can be sent to hello@launchofferwall.com. Our postal address for legal notices is Sapniverse LLC, 447 Broadway, 2nd Floor, Suite 2206, New York, NY 10013, USA, Attention: Legal.