Terms

1. PURPOSE

The purpose of these Terms is to grant the Client a limited, non-exclusive, non-transferable, revocable, and conditional right to access and use a cloud-based software-as-a-service (SaaS) multi-level marketing automated compensation platform (the “Software”) provided by Disruptive Studio, subject at all times to payment of applicable fees, including (i) an initial installation fee and (ii) recurring service fees.

The Software is a cloud-based technological solution designed to automate and facilitate compensation processes within multi-level marketing structures. It may include, without limitation, functionalities such as user management, automated compensation calculations, reporting tools, integrations with third-party systems (including payment providers), and other operational features related to the administration of multi-level sales networks.

Disruptive Studio shall provide the Client with super-administrator access to the Software, together with maintenance, updates, and technical support services that Disruptive Studio determines, in its sole discretion, are reasonably necessary for the general operation of the Software.

The Client’s access to and use of the Software is subject to limitations and conditions established by Disruptive Studio from time to time, including, without limitation, restrictions related to the number of users, system usage, transaction volume, technical capacity, geographic use, or any other operational or commercial parameter.

The Software, including its architecture, structure, design, source code, object code, algorithms, interfaces, and any updates, upgrades, enhancements, or derivative works, is and shall remain the exclusive property of Disruptive Studio. The Client acquires no ownership, intellectual property, or proprietary rights in the Software whatsoever, other than the limited right to access and use the Software strictly in accordance with these Terms.

At the Client’s request, Disruptive Studio may, at its sole discretion, offer additional modules, features, or functionalities. Any such additions may be subject to separate fees, separate terms, or a separate written agreement, and shall not be deemed included within the scope of these Terms unless expressly stated otherwise.

Disruptive Studio may utilize employees, contractors, or third-party service providers to perform its obligations under these Terms. Disruptive Studio shall retain full control over the means, methods, and manner of performance, and may subcontract any portion of the Services at its sole discretion, without prior notice to the Client.

The Client is solely responsible for how the Software is configured, implemented, and used, including, without limitation, any compensation plans, financial structures, or business models operated through the Software. Disruptive Studio does not design, approve, endorse, or validate any such structures or activities, and the Client assumes full responsibility for ensuring compliance with all applicable laws, regulations, and industry standards.

CUSTOM DEVELOPMENT AND SEPARATE AGREEMENTS

For the avoidance of doubt, the Software provided under these Terms constitutes a standardized Software-as-a-Service (SaaS) platform.

Any development, modification, enhancement, integration, customization, configuration beyond standard capabilities, or feature request that deviates from the standard functionality of the Software (collectively, “Custom Development”) is expressly excluded from these Terms.

All Custom Development shall:

be quoted separately;

be subject to independent evaluation and approval by Disruptive Studio;

require the execution of a separate written agreement (the “Custom Development Agreement”);

include its own scope, deliverables, timelines, pricing, and legal terms.

Under no circumstances shall any communication, proposal, demonstration, discussion, representation, or course of dealing—whether written or oral—be interpreted as creating any obligation for Disruptive Studio to perform Custom Development unless and until a separate Custom Development Agreement has been fully executed and all required payments have been received.

The Client expressly acknowledges and agrees that:

payment of fees under these Terms does not grant any right to request, demand, or expect Custom Development;

no Custom Development is included unless expressly set forth in a separate executed agreement;

Disruptive Studio shall have no obligation to begin, continue, or complete any Custom Development without such agreement.

Any work performed, discussions held, or assistance provided by Disruptive Studio in the absence of a signed Custom Development Agreement shall be deemed preliminary, exploratory, or courtesy-based in nature, and shall not create any obligation, liability, or binding commitment of any kind.

Disruptive Studio reserves the absolute and unrestricted right, at its sole discretion, to accept, reject, prioritize, delay, or condition any request for Custom Development.

2. TERM

These Terms shall become effective on the Effective Date and shall remain in full force and effect for an indefinite period, unless terminated in accordance with these Terms.

The Client’s right to access and use the Software is conditioned upon the continuous payment of all applicable fees and compliance with these Terms. Disruptive Studio reserves the right to suspend or terminate access to the Software at any time in the event of non-payment, breach of these Terms, or as otherwise provided herein.

Notwithstanding the foregoing, any obligations which by their nature should survive termination or expiration, including, without limitation, payment obligations, intellectual property rights, limitations of liability, and indemnification provisions, shall survive and remain enforceable after termination of these Terms.

3. SOFTWARE FEATURES

The Software is a cloud-based solution designed to facilitate and automate compensation-related processes within multi-level marketing structures. It provides a set of standardized tools intended to support the administration and operation of sales networks, including, without limitation, automated compensation calculations and reporting functionalities.

The Software enables the creation, administration, and tracking of user profiles within the Client’s organizational structure, with configurable access levels based on roles and permissions defined within the system.

The Software includes functionality that allows for the automated calculation of compensation, bonuses, and related metrics based on parameters configured by the Client. The Client is solely responsible for defining, configuring, and validating all such parameters and outcomes.

The Software may generate reports and analytics related to sales activity, compensation, user performance, and other operational metrics. Such reports are provided for informational purposes only, and Disruptive Studio does not guarantee their accuracy, completeness, or suitability for any specific purpose.

The Software may include interfaces or capabilities that allow integration with third-party systems, including payment providers. Disruptive Studio does not operate, control, or assume responsibility for any third-party services, and the Client’s use of such integrations is at its own risk.

The Software is hosted on cloud-based infrastructure selected by Disruptive Studio and is designed to provide commercially reasonable availability and scalability. However, uninterrupted access and error-free operation are not guaranteed.

The Software is generally accessible through widely used web browsers. Disruptive Studio does not guarantee compatibility with all devices, browsers, or configurations at all times.

The Software incorporates security measures designed to protect data, including encryption, authentication mechanisms, and backup procedures. Notwithstanding the foregoing, Disruptive Studio does not guarantee absolute security and shall not be responsible for unauthorized access resulting from factors outside its reasonable control.

The Software is designed to support scalable operations; however, performance may vary based on usage, configuration, infrastructure limitations, and third-party dependencies.

Disruptive Studio may, from time to time and at its sole discretion, provide updates, improvements, or modifications to the Software, as well as technical support services. The scope, frequency, and availability of such updates and support are not guaranteed and may change at any time.

The Software allows certain configuration-level adjustments within its standard capabilities. Any modification, enhancement, or functionality beyond the standard features of the Software shall be considered Custom Development and shall be governed exclusively by a separate agreement in accordance with these Terms.

4. OBLIGATIONS OF DISRUPTIVE STUDIO

Disruptive Studio shall use commercially reasonable efforts to provide access to the Software and maintain its general availability. However, the Software is provided on an “as available” basis, and Disruptive Studio does not guarantee uninterrupted access, specific uptime levels, or error-free operation.

Disruptive Studio may perform updates, upgrades, patches, or modifications to the Software from time to time at its sole discretion, for purposes including, without limitation, improving functionality, maintaining compatibility, enhancing security, or correcting errors.

Disruptive Studio may schedule maintenance periods, during which access to the Software may be limited or unavailable. Where reasonably practicable, Disruptive Studio may provide prior notice of scheduled maintenance, but is not obligated to do so in all cases.

Disruptive Studio may provide technical support services to assist the Client with issues related to the use of the Software. Such support shall be provided on a commercially reasonable efforts basis. Disruptive Studio does not guarantee specific response times, resolution times, or availability of support services.

Disruptive Studio shall implement reasonable administrative, technical, and organizational measures designed to protect the confidentiality, integrity, and availability of Client data. However, no system can be guaranteed to be completely secure, and Disruptive Studio does not warrant absolute security.

Disruptive Studio may, at its discretion, conduct internal reviews, testing, or security assessments of the Software to maintain its operational integrity. Disruptive Studio is not obligated to perform formal audits or provide audit reports to the Client.

Disruptive Studio shall not be responsible for monitoring regulatory developments applicable to the Client’s business, nor for ensuring that the Client’s use of the Software complies with any applicable laws or regulations.

In the event of incidents affecting the Software, Disruptive Studio shall use commercially reasonable efforts to investigate and address such incidents; however, Disruptive Studio does not guarantee timelines, outcomes, or full resolution of all issues.

Disruptive Studio’s obligations are limited strictly to those expressly set forth in these Terms, and no additional obligations shall be implied by law, equity, or course of dealing.

5. OBLIGATIONS OF CLIENT

5.1 Payments

Client shall timely pay all fees associated with the Software and Services, including subscription fees, additional charges, penalties, and any other amounts determined by Disruptive Studio. All fees are non-cancellable and non-refundable unless expressly stated otherwise.

5.2 Authorized Use

Client shall use the Software solely for its internal business purposes and strictly in accordance with these Terms, Disruptive Studio’s policies, and all applicable laws and regulations.

5.3 Prohibited Conduct

Client shall not, directly or indirectly:

attempt to gain unauthorized access to the Software or its infrastructure;

reverse engineer, decompile, or attempt to extract source code;

disrupt, damage, or interfere with the integrity, performance, or availability of the Software;

use the Software for any unlawful, fraudulent, or abusive activity.

5.4 Access Credentials

Client is solely responsible for maintaining the confidentiality and security of all access credentials and for all activities conducted under its accounts.

5.5 Incident Notification

Client shall promptly notify Disruptive Studio of any unauthorized access, suspected breach, vulnerability, or security incident related to the Software.

5.6 Cooperation

Client shall provide accurate, complete, and timely information reasonably requested by Disruptive Studio and shall maintain effective communication as necessary for service operation.

5.7 Compliance with Law

Client shall be solely responsible for ensuring that its use of the Software complies with all applicable laws, regulations, and industry standards, including, without limitation, data protection, consumer protection, financial regulations, and marketing laws.

5.8 Technical Issues

Client shall promptly report any errors, bugs, or technical issues affecting the Software. Failure to do so may impact resolution and shall not create liability for Disruptive Studio.

5.9 Training

Client shall ensure that its personnel are adequately trained and capable of properly using the Software.

5.10 Cybersecurity

Client shall be solely responsible for any cybersecurity assessments, audits, or testing required in connection with its own operations or regulatory obligations.

5.11 Acceptance of Policies

Client acknowledges and agrees that its use of the Software is subject to Disruptive Studio’s Privacy Policy and any additional policies published from time to time.

5.12 Requests for Information

Disruptive Studio may require Client to provide additional information or documentation at any time, including in connection with compliance reviews, risk assessments, or governmental requests. Disruptive Studio may, at its sole discretion, suspend or restrict access to the Software until such information is provided to its satisfaction. Failure to provide complete and accurate information may result in permanent suspension or termination of access.

Compliance with Laws

Client acknowledges and agrees that it is solely responsible for compliance with all applicable local, national, and international laws in any jurisdiction in which it operates. Disruptive Studio makes no representation regarding the legality of Client’s business model, compensation structure, or activities.

In the event of any conflict of laws, nothing in these Terms shall be interpreted as relieving Client from its obligation to comply with all applicable laws in its jurisdiction.

Reporting to Authorities

Client acknowledges and agrees that Disruptive Studio may, at its sole discretion and without prior notice, report to competent authorities any activity that it reasonably suspects to be fraudulent, unlawful, or in violation of applicable regulations. Disruptive Studio shall have no liability arising from such disclosures.

Non-Payment

If Client fails to pay any amount when due, Disruptive Studio may, without limitation:

suspend or terminate access to the Software;

apply interest or penalties on overdue amounts;

pursue any legal remedies available.

Client shall pay a penalty of one and one-half percent (1.5%) per month on overdue amounts, or the maximum permitted by law, whichever is lower.

Non-Exclusivity

Nothing in these Terms grants Client any exclusivity rights. Disruptive Studio may provide identical or similar services to any third party, including competitors of Client.

AML / KYC Compliance and Cooperation

Client is solely responsible for compliance with all applicable anti-money laundering (AML), counter-terrorist financing, and know-your-customer (KYC) laws.

Disruptive Studio may, at its sole discretion:

request information;

suspend Services;

cooperate with authorities.

Disruptive Studio may disclose information to any competent authority without liability.

Client shall indemnify, defend, and hold harmless Disruptive Studio from any claims, damages, penalties, or regulatory actions arising from Client’s failure to comply with such obligations.

Cooperation with Authorities and Fees

If Disruptive Studio is required or requested by any governmental, judicial, or regulatory authority to provide cooperation, documentation, testimony, technical analysis, or any related service in connection with Client or its activities, Client agrees to pay the following:

Employee rate: USD $250/hour

Executive / expert rate: USD $750/hour

Such charges include all time spent on preparation, analysis, communication, travel, appearances, and reporting.

Payment of these fees is mandatory and independent of any other obligations or liabilities of Client.

6. FEES AND COMPENSATION

6.1 Initial Fees

Client shall pay all applicable initial fees associated with the activation, setup, configuration, onboarding, or deployment of the Software, as determined by Disruptive Studio at the time of purchase or subscription.

All payments made to Disruptive Studio are final, non-cancellable, and non-refundable under any circumstances, including, without limitation, early termination, suspension of Services, partial use, dissatisfaction, Client default, force majeure, or any other reason.

For the avoidance of doubt, any customization, development, or modification beyond the standard functionality of the Software is expressly excluded from these Terms and shall be governed by a separate agreement.

6.2 Subscription Fees

Client shall pay recurring subscription fees for continued access to and use of the Software. Such fees may include access to the platform, standard maintenance, updates, and general support, as determined by Disruptive Studio.

Subscription fees are due in advance and must be paid in full in accordance with the billing terms established by Disruptive Studio.

6.3 Pricing Structure

Fees may be based on factors including, without limitation:

number of users;

system usage;

transaction volume;

enabled features or modules;

or any other criteria determined by Disruptive Studio.

Disruptive Studio reserves the right to define, modify, or update its pricing structure at its sole discretion.

6.4 Additional Services and Modules

Any additional modules, integrations, third-party services, messaging services (including SMS or WhatsApp), or other add-ons may be offered at Disruptive Studio’s sole discretion and may be subject to separate fees, separate terms, or a separate agreement.

6.5 User Management

Client is solely responsible for managing its user accounts. Billing shall be based on the number of active or registered users, as determined by Disruptive Studio’s systems and records.

Blocking, disabling, or inactivity of users does not automatically eliminate applicable charges unless expressly confirmed by Disruptive Studio.

6.6 Fee Adjustments

Disruptive Studio reserves the right to modify fees at any time, in its sole discretion. Any such changes may be communicated in advance where reasonably practicable.

Continued use of the Software following any pricing change constitutes acceptance of the updated fees.

Fee adjustments shall not entitle Client to terminate these Terms without payment of all outstanding obligations, nor shall they give rise to refunds, credits, or indemnification.

6.7 Suspension and Enforcement for Non-Payment

If Client fails to make any payment when due, Disruptive Studio may, without prior notice and at its sole discretion:

suspend or restrict access to the Software;

limit functionality;

terminate access;

pursue collection or legal remedies.

Client acknowledges that access to the Software is conditional upon timely payment.

Disruptive Studio shall have no obligation to maintain, preserve, or provide access to Client data following prolonged non-payment or termination.

Late payments shall accrue interest at a rate of two and one-half percent (2.5%) per month, or the maximum rate permitted by law, whichever is lower.

6.8 Payment Terms and Currency

All payments shall be made in United States Dollars (USD), unless otherwise specified by Disruptive Studio.

Client is responsible for any taxes, fees, currency conversion costs, payment processing charges, or banking fees associated with payments.

6.9 No Chargebacks or Payment Reversals

Client agrees not to initiate chargebacks, payment reversals, or disputes with any payment provider without first making a good faith effort to resolve the issue directly with Disruptive Studio.

Any unauthorized chargeback or reversal shall constitute a material breach of these Terms and may result in immediate suspension or termination of access, in addition to any legal remedies available.

6.10 Expenses

To the extent that Disruptive Studio agrees to perform services requiring travel or additional out-of-pocket costs, Client shall reimburse all reasonable and necessary expenses, provided that such expenses are approved by Disruptive Studio in accordance with its internal policies.

7. MONTHLY SERVICES

Access to and use of the Software, as well as any support, maintenance, updates, security enhancements, or related services, is strictly conditioned upon the timely payment of all applicable fees.

Disruptive Studio shall use commercially reasonable efforts to maintain the general functionality and availability of the Software. However, the Software is provided on an “as available” basis, and Disruptive Studio does not guarantee uninterrupted access, continuous availability, or error-free operation.

Access to the Software and Services may be interrupted, suspended, or limited at any time, including, without limitation, due to maintenance, updates, repairs, infrastructure changes, third-party service issues, or any other reason determined by Disruptive Studio in its sole discretion.

If the Software becomes materially unavailable under normal operating conditions, Client shall notify Disruptive Studio in writing. Disruptive Studio may, at its sole discretion, investigate and determine whether corrective action is appropriate. Disruptive Studio does not guarantee resolution timelines or specific outcomes.

Disruptive Studio shall have no obligation to resolve any issue caused, in whole or in part, by:

modifications or interference by any party other than Disruptive Studio;

misuse, misconfiguration, or improper use of the Software;

use of the Software outside its intended purpose;

Client’s infrastructure, systems, or connectivity;

third-party services, integrations, or dependencies.

Disruptive Studio retains exclusive authority and control over the architecture, infrastructure, databases, configurations, and all technical aspects of the Software. Disruptive Studio may, at any time and in its sole discretion, modify, update, replace, or reconfigure any component of the Software or its supporting infrastructure.

Security

Disruptive Studio shall implement commercially reasonable security measures designed to protect the Software and data. However, Disruptive Studio does not guarantee that the Software will be free from security breaches.

Disruptive Studio shall not be liable for any breach, intrusion, or unauthorized access except to the extent directly caused by its gross negligence or willful misconduct.

Client agrees that any claims arising from third-party breaches, hosting providers, or external actors shall be directed exclusively against such third parties.

Acceptable Use and Restrictions

Client shall not, directly or indirectly:

download, copy, or modify the Software, except as expressly permitted;

attempt to bypass, disable, or interfere with security features;

access or attempt to access systems or data not intended for Client;

disrupt or interfere with the operation of the Software or Services;

upload or transmit malicious code, including viruses, malware, or similar;

use the Software in any way that may harm Disruptive Studio or other users.

Client shall not post, transmit, or distribute any content that:

infringes intellectual property or third-party rights;

is unlawful, fraudulent, misleading, or deceptive;

is abusive, defamatory, obscene, or otherwise objectionable;

promotes illegal conduct or gives rise to liability.

Client shall not engage in any activity that restricts or interferes with other users’ access to the Software.

Prohibited Activities (Critical)

Client shall not use the Software for:

illegal or fraudulent activities of any kind;

money laundering, terrorist financing, or similar conduct;

transactions involving sanctioned countries or persons;

financial activities requiring licenses or regulatory approval without proper compliance;

securities-related activities, including MLM structures involving tokens, digital assets, ICOs, IDOs, or similar instruments, except in full compliance with applicable laws;

manipulation, deceptive practices, or misrepresentation;

violation of data protection, privacy, or marketing laws.

Usage Rules

Disruptive Studio may establish, modify, and enforce usage rules, policies, and technical limitations at any time. Continued use of the Software constitutes acceptance of such rules.

Mobile Access

If the Software is accessed through mobile devices or applications, Client is solely responsible for obtaining and maintaining compatible devices, connectivity, and service plans. Disruptive Studio does not guarantee compatibility across all devices, networks, or regions.

8. HOSTING PROVIDERS

Client acknowledges that the Software is hosted, in whole or in part, on third-party infrastructure, including cloud service providers, servers, telecommunications networks, and other external systems (collectively, “Hosting Providers”).

Client further acknowledges that the availability, performance, and accessibility of the Software may be affected by factors outside the control of Disruptive Studio, including, without limitation, outages, delays, failures, interruptions, or limitations of Hosting Providers or other third-party services.

Disruptive Studio shall have no responsibility or liability for any interruption, degradation, delay, data loss, or inaccessibility of the Software caused, in whole or in part, by any Hosting Provider or third-party infrastructure.

Client agrees that any claims arising from such events shall be directed solely against the applicable Hosting Provider or third party, and not against Disruptive Studio.

Disruptive Studio retains the exclusive right, at its sole discretion and at any time, to select, replace, or modify any Hosting Provider or infrastructure used in connection with the Software, without prior notice to Client.

Disruptive Studio may also, at its sole discretion, implement technical limitations, usage restrictions, or configuration changes necessary to maintain system integrity, security, or performance, including in response to limitations imposed by Hosting Providers.

To the extent that hosting, infrastructure, or server usage is included within the Client’s subscription, such inclusion is subject to reasonable use policies and technical limitations established by Disruptive Studio. Disruptive Studio reserves the right to impose additional charges, require plan upgrades, or limit usage if Client’s consumption exceeds standard operational thresholds.

9. MARKETING

Client grants Disruptive Studio a worldwide, non-exclusive, royalty-free, perpetual, and irrevocable right to use Client’s name, trademarks, logos, and general descriptions of the services provided in connection with the Software for marketing, promotional, advertising, and informational purposes.

Such use may include, without limitation, inclusion in client lists, case studies, presentations, websites, social media, sales materials, investor materials, and any other commercial or non-commercial communications.

Disruptive Studio shall have the right to reference the nature of the Client’s use of the Software in a general and non-confidential manner. Disruptive Studio shall not disclose Client’s confidential information without Client’s prior written consent.

Client acknowledges and agrees that no compensation shall be owed for any such use.

10. RELATIONSHIP OF THE PARTIES

Disruptive Studio is an independent contractor and is not an employee, partner, agent, or representative of Client. Nothing in these Terms shall be construed to create any employment relationship, partnership, joint venture, agency, franchise, or fiduciary relationship between the parties

Each party is and shall remain a separate and independent legal entity, and neither party shall have any authority to bind, obligate, represent, or act on behalf of the other in any manner whatsoever.

Disruptive Studio shall be solely responsible for the direction, control, compensation, and performance of its personnel, including employees, contractors, and subcontractors, and shall bear all associated costs and obligations, including, without limitation, wages, taxes, benefits, and compliance with applicable labor laws.

Client shall have no authority or control over the means, methods, or manner by which Disruptive Studio performs the Services.

Disruptive Studio may, at its sole discretion, engage employees, contractors, affiliates, or third parties to perform any portion of the Services, without prior notice or approval from Client.

Nothing in these Terms shall be interpreted as granting either party the power or authority to assume or create any obligation or responsibility, express or implied, on behalf of the other.

11. OVERDUE INVOICES

Disruptive Studio shall issue and deliver to Client an invoice for each payment due under this Agreement. All invoices are due and payable in full immediately upon delivery to Client. Invoices, once paid, are deemed fully earned and non-refundable under any circumstances, except as expressly provided herein.

If any invoice is not paid within thirty (30) calendar days of issuance, it shall accrue late interest at a rate of one and one-half percent (1.5%) per month, calculated daily from the due date until paid in full, or the maximum rate permitted by applicable law, whichever is lower.

Time is of the essence for all payments under this Agreement. In the event of non-payment, Disruptive Studio may pursue collection through legal action or collection agencies, and all related costs and expenses, including reasonable attorneys’ fees, court costs, administrative fees, and collection agency fees, shall be borne exclusively by Client, in addition to applicable late interest and penalties.

12. TERMINATION

12.1 Disruptive Studio may, at its sole discretion and without liability, suspend or terminate Client’s access to the Software and Services immediately, with or without prior notice, upon the occurrence of any of the following: failure to make any payment when due; breach of these Terms by Client; suspected fraudulent, unlawful, or abusive activity; violation of acceptable use policies; regulatory, legal, or compliance concerns; request or order from a governmental or competent authority; or any use of the Software that, in Disruptive Studio’s sole judgment, poses a risk to its operations, systems, reputation, or other users.

12.2 Disruptive Studio may also terminate these Terms at any time upon notice to Client, at its sole discretion.

12.3 Client may not terminate these Terms for convenience or unilateral decision. Client acknowledges that Disruptive Studio allocates resources, infrastructure, and capacity in reliance on Client’s commitment. Accordingly, termination by Client shall not relieve Client of any payment obligations.

12.4 Upon suspension or termination for any reason, Client shall immediately cease all access to and use of the Software.

12.5 Disruptive Studio may suspend, restrict, or permanently delete Client data at any time, without obligation to retain, export, or recover such data.

12.6 All outstanding amounts shall become immediately due and payable, and no refunds, credits, or reimbursements shall be provided under any circumstances.

12.7 Disruptive Studio shall have no liability for any loss of data, business interruption, loss of profits, or other damages resulting from termination or suspension.

12.8 Disruptive Studio shall have no obligation to continue providing access to the Software once these Terms are terminated, regardless of the reason for termination.

12.9 In the event that Disruptive Studio permanently ceases operations and discontinues the Software entirely, excluding any restructuring, sale, merger, or transition to a new entity, Disruptive Studio may, at its sole discretion, offer Client a limited, non-exclusive, non-transferable, and non-sublicensable license to use a version of the Software for internal business purposes only.

12.10 Any such license shall not include ownership or transfer of intellectual property rights, shall not permit resale, distribution, sublicensing, or commercialization, and shall be provided on an “as is” basis without support, maintenance, updates, or guarantees.

12.11 Such license may be subject to additional fees, conditions, or documentation and shall only be granted upon full payment of all outstanding amounts.

12.12 Disruptive Studio shall have no obligation to provide source code, documentation, training, or ongoing assistance unless expressly agreed in writing and subject to additional compensation.

13. INDEMNIFICATION

13.1 Client shall indemnify, defend, and hold harmless Disruptive Studio, its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, demands, actions, proceedings, investigations, fines, penalties, damages, losses, liabilities, and expenses, including, without limitation, reasonable attorneys’ fees and court costs, arising out of or related to Client’s use of the Software or Services.

13.2 Such indemnification obligations shall include, without limitation, any claims, liabilities, or expenses arising from misuse of the Software or Services by Client, any breach of these Terms by Client, any violation of applicable laws or regulations by Client, and any act or omission by Client that results in legal exposure or liability for Disruptive Studio.

13.3 Client shall also be fully responsible for any acts or omissions of its employees, contractors, affiliates, representatives, consultants, end users, or any other person or entity acting on its behalf, whether authorized or unauthorized.

13.4 In the event that Disruptive Studio is subject to any claim, investigation, regulatory action, sanction, or proceeding arising directly or indirectly from Client’s conduct, Client shall, at its sole expense, assume full responsibility for the defense of such matter and shall promptly reimburse Disruptive Studio for all associated costs, including attorneys’ fees, expert fees, administrative expenses, fines, penalties, settlements, and any other related costs.

13.5 Disruptive Studio reserves the right, at its sole discretion, to participate in the defense of any such claim or proceeding with counsel of its own choosing, at Client’s expense.

13.6 Client’s indemnification obligations under this Section shall survive termination of these Terms and shall apply regardless of whether the claim arises during or after the use of the Software.

PENALTIES

Client acknowledges and agrees that the following amounts constitute reasonable and proportionate contractual penalties intended to compensate Disruptive Studio for damages that are difficult to quantify, and are enforceable to the maximum extent permitted by applicable law.

13.7 Unauthorized Sublicensing or Transfer. In the event of any unauthorized sublicensing, assignment, transfer, sharing, resale, or use of the Software beyond the scope permitted under these Terms, Client shall pay a penalty of USD $25,000 per occurrence, without prejudice to any additional damages, losses, or remedies available to Disruptive Studio.

13.8 Material Breach or Improper Termination. In the event of any material breach of these Terms by Client, or any termination by Client not expressly permitted herein, Client shall pay an amount equal to all remaining subscription fees that would have been payable for the remainder of the applicable term, together with an additional administrative fee of USD $5,000. Such amounts shall be immediately due and payable and shall not limit Disruptive Studio’s right to seek further damages.

13.9 Illegal or Prohibited Use. In the event Client uses the Software in connection with any illegal activity, prohibited conduct, regulatory violation, or activity that exposes Disruptive Studio to legal or reputational risk, Client shall pay a penalty of USD $50,000 per occurrence, in addition to all legal fees, regulatory costs, fines, penalties, and any other expenses incurred by Disruptive Studio.

13.10 Cumulative Remedies. The penalties set forth herein are cumulative and independent of any other rights or remedies available to Disruptive Studio under these Terms or applicable law, and shall not be deemed to constitute full satisfaction of Client’s obligations.

13.11 Immediate Enforceability. All penalties shall become immediately due and payable upon the occurrence of the applicable event, without the need for judicial declaration, notice, or prior demand, to the extent permitted by law.

14. WARRANTY

14.1 Limited Warranty. The Software and Services are provided on an “as is” and “as available” basis. Disruptive Studio does not guarantee that the Software will be uninterrupted, error-free, secure, or free from defects.

14.2 Standard of Performance. Disruptive Studio shall use commercially reasonable efforts to maintain the general functionality of the Software; however, Disruptive Studio does not warrant that the Software will meet Client’s specific requirements, expectations, or business objectives.

14.3 Support and Issue Handling. Client may report issues or defects through Disruptive Studio’s designated communication channels. Disruptive Studio may, at its sole discretion, investigate and attempt to address such issues. Disruptive Studio does not guarantee response times, resolution times, or specific outcomes.

14.4 Scope of Warranty. To the extent any warranty is deemed to exist under applicable law, such warranty shall be strictly limited to the correction of material defects that prevent the Software from operating in a generally functional manner, as determined solely by Disruptive Studio.

14.5 Exclusions. Any warranty shall not apply to issues arising from, or related to, Client’s misuse, misconfiguration, unauthorized modifications, third-party integrations, external systems, infrastructure, or any use of the Software outside its intended purpose.

14.6 No Third-Party Liability. Disruptive Studio shall not be responsible for any damages, losses, or claims involving third parties, including but not limited to Client’s users, customers, affiliates, or partners.

14.7 Voidance. Any warranty shall be immediately void if Client breaches these Terms or allows any unauthorized modification, access, or interference with the Software.

14.8 No Business Guarantee. Disruptive Studio makes no representation or warranty regarding any financial results, business performance, regulatory compliance, or suitability of the Software for any particular purpose.

14.9 Disclaimer of Warranties. To the maximum extent permitted by law, Disruptive Studio expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade.

15. DISCLAIMER OF WARRANTIES

Disruptive Studio provides the Software and Services “as is” and “as available,” without any warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, specific results, uninterrupted availability, security, accuracy, or non-infringement, except to the extent expressly provided for specific customizations documented in writing and paid for by Client.

Disruptive Studio does not warrant that the Software or Services will meet all of Client’s requirements, except where expressly documented as customizations, nor that operation will be uninterrupted, error-free, secure, or free from defects, or that defects will be corrected immediately.

No oral or written advice or information obtained from Disruptive Studio or its representatives shall create any warranty not expressly set forth in this Agreement.

Client assumes full responsibility and risk for its use of the Software and Services, including any business, legal, or other decisions made based on them.

Nothing in this Section shall limit non-waivable statutory rights expressly provided to Client by applicable law. Disruptive Studio shall not be responsible for failures, defects, or inadequacies in third-party modifications, integrations, or unauthorized alterations, nor for Disruptive Studio customizations that are subsequently altered without its written consent.

16. LIMITATION OF LIABILITY

16.1 Entire Agreement. Client acknowledges and agrees that it has not relied on any representations, warranties, statements, or promises other than those expressly set forth in these Terms.

16.2 Exclusion of Damages. To the maximum extent permitted by applicable law, Disruptive Studio shall not be liable to Client or to any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, including, without limitation, loss of profits, revenues, business opportunities, goodwill, data, investments, or anticipated savings, arising out of or related to the Software or Services, regardless of the form of action or theory of liability, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.

16.3 Liability Cap. To the maximum extent permitted by applicable law, Disruptive Studio’s total aggregate liability arising out of or related to these Terms, the Software, or the Services shall not exceed the total amount actually paid by Client to Disruptive Studio during the twelve (12) months immediately preceding the event giving rise to the claim.

16.4 Excluded Causes. Disruptive Studio shall have no liability for any damages, losses, or claims arising out of or related to misuse of the Software by Client or any third party, third-party integrations, external services, hosting providers, hardware failures, cyberattacks, security breaches, internet failures, or any business, financial, tax, legal, or operational decisions made by Client based on the Software or any data generated therefrom.

16.5 Data Responsibility. Disruptive Studio does not monitor, access, or control Client’s operational data except as necessary for system functionality. Client is solely responsible for compliance with all applicable laws, including data protection, financial regulations, and recordkeeping obligations, as well as for implementing its own cybersecurity measures, backups, and internal compliance programs.

16.6 Disclaimer Reinforcement. Except as expressly provided in these Terms, Disruptive Studio disclaims all warranties, whether express, implied, statutory, or otherwise, including, without limitation, any warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The Software and Services are provided strictly “as is,” “with all faults,” and “as available.”

16.7 Regulatory Disclaimer. Disruptive Studio provides technology services only and does not act as, and shall not be deemed to be, a broker, dealer, exchange, financial institution, investment adviser, money services business, or any regulated financial entity. Disruptive Studio does not facilitate, execute, process, or control any financial transactions, MLM programs, digital assets, tokens, or other activities conducted by Client through the Software.

16.8 Client Responsibility and Indemnification. Client is solely responsible for all activities conducted through the Software, including those of its end users, affiliates, or third parties. Client shall indemnify, defend, and hold harmless Disruptive Studio from any claims, damages, liabilities, or costs (including attorneys’ fees) arising out of or related to such activities, including any injury, loss, or harm caused to third parties.

16.9 Regulatory Carve-Out. Client acknowledges and agrees that the Software and Services do not constitute securities, commodities, financial instruments, investment advice, or regulated financial services under applicable laws, including, without limitation, the U.S. Securities Act of 1933, the Securities Exchange Act of 1934, the Commodity Exchange Act, the Investment Advisers Act of 1940, or any regulations issued by the SEC, FINRA, CFTC, FinCEN, or similar authorities. Client assumes full responsibility for compliance with all applicable laws in all jurisdictions in which it operates.

16.10 Sanctions and Compliance. Client represents and warrants that it is not located in, organized under the laws of, or acting on behalf of any jurisdiction subject to applicable sanctions or embargoes, and is not identified on any restricted or prohibited party list. Client shall not use the Software in violation of any applicable sanctions laws.

16.11 No Liability for Client Programs. Disruptive Studio shall have no liability whatsoever for the legality, structure, performance, or outcomes of any MLM program, digital product, or business model implemented by Client. Any claims by Client’s end users or third parties shall be directed exclusively against Client, and not against Disruptive Studio.

17. LEGAL RISKS

17.1 By accessing, using, ordering, purchasing, or otherwise interacting with the Software or Services, Client acknowledges, agrees, and accepts that the use of the Software may involve significant legal, financial, operational, and technological risks, and Client assumes full responsibility for all such risks.

17.2 Client acknowledges that the value of any NFTs, tokens, cryptocurrencies, blockchain-based assets, virtual currencies, Web3 elements, Metaverse assets, or similar digital items (collectively, “Virtual Items”) is highly volatile, subjective, and unpredictable. Client assumes all risks of loss, including total loss, arising from fluctuations in value or market conditions affecting such Virtual Items, whether incurred by Client or its end users.

17.3 Client further acknowledges that the success, adoption, and continued existence of blockchain-based ecosystems and Virtual Items are uncertain and may be materially affected by market conditions, technological developments, or lack of user adoption, for which Disruptive Studio bears no responsibility.

17.4 Client acknowledges that the regulatory environment governing Virtual Items, blockchain technologies, cryptocurrencies, and related activities is evolving and uncertain. Changes in laws, regulations, policies, or enforcement practices may materially and adversely affect the Software, Services, or Client’s business operations. Client assumes full responsibility for monitoring and complying with all applicable legal and regulatory requirements.

17.5 Client is solely responsible for determining, reporting, and paying any and all taxes, duties, or governmental charges arising from its use of the Software or Services, including any transactions involving Virtual Items. Disruptive Studio does not provide tax advice and shall have no responsibility in connection therewith.

17.6 Client acknowledges and assumes all risks associated with peer-to-peer transactions conducted through or in connection with the Software, including, without limitation, risks of fraud, counterfeit or mislabeled assets, metadata inaccuracies, smart contract vulnerabilities, transfer restrictions, or association with unlawful activities. Client represents that it has conducted, and will conduct, all necessary due diligence before engaging in any such transactions.

17.7 Client acknowledges that the use of internet-based and blockchain-based technologies involves inherent risks, including hardware or software failures, malicious code, cyberattacks, unauthorized access to accounts or wallets, and failures of third-party systems. Disruptive Studio shall have no liability for any losses, damages, or disruptions arising from such risks.

17.8 In the event of any dispute between Client and any third party, including, without limitation, users, customers, creators, or counterparties, Client irrevocably releases Disruptive Studio from any and all claims, demands, damages, liabilities, and causes of action of any kind, whether known or unknown, arising out of or related to such disputes, to the maximum extent permitted by law.

17.9 Client represents, warrants, and agrees that it shall not use the Software or Services for any unlawful, fraudulent, or prohibited purpose, including, without limitation, unauthorized fundraising, pyramid schemes, money laundering, terrorist financing, or any activity requiring regulatory authorization without proper compliance. Client acknowledges that Disruptive Studio does not provide legal, tax, financial, or regulatory advice, and Client bears sole responsibility for obtaining such advice.

17.10 Client shall indemnify, defend, and hold harmless Disruptive Studio from and against any and all claims, liabilities, damages, losses, fines, penalties, or expenses arising out of or related to Client’s use of the Software or Services, including any activities involving Virtual Items, regulatory violations, or third-party claims.

18. FORCE MAJEURE

18.1 “Force Majeure” means any event or circumstance beyond the reasonable control of Disruptive Studio that prevents, delays, or limits the performance of its obligations, including, without limitation, acts of God, war, terrorism, civil unrest, national emergencies, accidents, fire, earthquakes, floods, storms, hurricanes, strikes, labor disputes, epidemics, pandemics, failures of telecommunications or internet services, power outages, cyberattacks, failures of third-party infrastructure or hosting providers, or governmental actions, orders, or restrictions.

18.2 In the event of a Force Majeure event, Disruptive Studio shall not be deemed in breach of these Terms and shall have no liability for any delay, interruption, degradation, or failure in performance resulting therefrom.

18.3 Disruptive Studio may, at its sole discretion, suspend, limit, or modify the Software or Services for the duration of the Force Majeure event. Disruptive Studio shall have no obligation to provide refunds, credits, or compensation of any kind arising from such event.

18.4 If a Force Majeure event continues for an extended period, Disruptive Studio may, at its sole discretion, terminate or modify the Services without liability.

18.5 Client’s payment obligations shall remain in full force and effect during any Force Majeure event and shall not be suspended, reduced, or excused unless expressly agreed in writing by Disruptive Studio.

19. INTELLECTUAL PROPERTY AND LICENSE

19.1 Ownership. All intellectual property rights in and to the Software, including, without limitation, its architecture, design, source code, object code, algorithms, databases, interfaces, documentation, and any updates, upgrades, enhancements, or derivative works, are and shall remain the exclusive property of Disruptive Studio and are protected under applicable intellectual property laws and international treaties. Client retains ownership solely of its own trademarks, branding, and content provided by Client.

19.2 Disruptive Studio Tools. All proprietary tools, materials, and technologies developed or owned by Disruptive Studio, including, without limitation, code libraries, frameworks, algorithms, templates, methodologies, processes, and trade secrets (collectively, “Disruptive Studio Tools”), shall remain the sole and exclusive property of Disruptive Studio, regardless of whether they are used in connection with the Software or Services.

19.3 License Grant. Subject to Client’s full and ongoing compliance with these Terms, including timely payment of all applicable fees, Disruptive Studio grants Client a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Software solely for its internal business operations. This license shall automatically terminate upon suspension or termination of these Terms.

19.4 No Implied Rights. Except for the limited rights expressly granted herein, no license, right, or interest in or to the Software or any intellectual property of Disruptive Studio is granted to Client, whether by implication, estoppel, or otherwise.

19.5 Non-Exclusivity. Client acknowledges that Disruptive Studio may develop, use, license, or provide identical or similar software, services, or functionalities to any third party, including competitors of Client, without restriction.

19.6 Restrictions. Client shall not, directly or indirectly, copy, reproduce, modify, create derivative works from, distribute, sell, lease, sublicense, assign, transfer, disclose, reverse engineer, decompile, or otherwise exploit the Software or any portion thereof, except as expressly permitted under these Terms. Any violation of this Section shall result in immediate termination of the license and may give rise to damages and other remedies.

19.7 Custom Development. Any development, modification, enhancement, or customization beyond the standard functionality of the Software shall be governed exclusively by a separate agreement. Nothing in these Terms shall be interpreted as granting Client any ownership rights over any such developments unless expressly agreed in writing.

19.8 Export Compliance. Client shall comply with all applicable export control and sanctions laws and regulations of the United States and any other applicable jurisdiction. Client represents and warrants that it is not a prohibited or restricted party and shall not use, export, or re-export the Software in violation of any applicable laws.

19.9 Assignment of Rights. To the extent that Client, its affiliates, or any person acting on its behalf acquires or claims any right, title, or interest in or to any intellectual property of Disruptive Studio, Client hereby irrevocably assigns, transfers, and conveys all such rights to Disruptive Studio, without additional consideration, and agrees to execute any documents necessary to effectuate such assignment.

19.10 Penalty for Misuse. Any unauthorized use, disclosure, or exploitation of Disruptive Studio’s intellectual property or confidential information shall result in a penalty of USD $100,000 per violation, without prejudice to any additional damages, equitable relief, or remedies available under these Terms or applicable law.

20 Misuse of Software

20.1 Definition of Misuse. For purposes of these Terms, “Misuse” shall mean any use of the Software or Services in violation of applicable law, these Terms, or Disruptive Studio’s policies, including, without limitation, fraud, deception, manipulation of data, interference with system integrity or security, unauthorized access, sharing or resale of credentials, introduction of malware or malicious code, circumvention of technical or payment limitations, unauthorized modifications, unlawful financial or MLM-related activities, or any conduct that may harm Disruptive Studio, its systems, or its users.

20.2 Immediate Measures. Upon reasonable suspicion of Misuse, Disruptive Studio may, at its sole discretion and without liability, suspend or restrict access to the Software, disable accounts or functionalities, request information or documentation from Client, and report any suspicious activity to competent authorities or third parties. Disruptive Studio may retain and preserve any relevant data or evidence for internal, legal, or compliance purposes.

20.3 Liability and Indemnification. Client shall be fully responsible and liable for any Misuse by Client or any person acting on its behalf, including employees, contractors, affiliates, or end users. Client shall indemnify, defend, and hold harmless Disruptive Studio from and against any and all damages, losses, liabilities, penalties, or expenses, including attorneys’ fees, arising out of or related to such Misuse.

20.4 Termination for Misuse. Confirmed Misuse shall constitute a material breach of these Terms and shall entitle Disruptive Studio to immediately terminate access to the Software without notice and without liability, in addition to pursuing any available legal remedies.

20.5 Cooperation with Authorities. In the event that Misuse involves or may involve a violation of law, including fraud, securities regulations, anti-money laundering laws, or data protection laws, Client agrees to fully cooperate with Disruptive Studio and any competent authority. All time spent by Disruptive Studio in connection with any investigation, response, or cooperation shall be billable to Client at the applicable hourly rates defined in these Terms.

21. LICENSE SUSPENSION

21.1 Disruptive Studio may, at its sole discretion and without liability, suspend or restrict Client’s access to the Software or any portion thereof at any time, with or without prior notice, if it reasonably suspects that Client or any of its end users has violated these Terms, applicable law, or any applicable policy, or if Disruptive Studio determines that such suspension is necessary to protect its systems, operations, users, or legal interests.

21.2 Disruptive Studio may also suspend access to the Software in the event of non-payment, failed or declined payment methods, chargebacks, or any other payment irregularity.

21.3 During any period of suspension, Disruptive Studio may preserve, restrict, or disable access to Client’s data at its sole discretion and shall have no obligation to maintain, export, or provide access to such data.

21.4 Restoration of access to the Software shall occur only at Disruptive Studio’s sole discretion and may be conditioned upon resolution of the underlying issue, full payment of all outstanding amounts, and compliance with any additional requirements imposed by Disruptive Studio.

21.5 Disruptive Studio shall have no liability for any damages, losses, business interruption, or claims suffered by Client or any third party arising out of or related to any suspension of access to the Software.

22. LICENSE TERMINATION

22.1 Disruptive Studio may, at its sole discretion and without liability, terminate the License immediately, with or without prior notice, upon any breach of these Terms by Client, any violation of applicable law, or any conduct that Disruptive Studio determines may pose a risk to its systems, operations, users, or legal interests.

22.2 Upon termination of the License for any reason, Client shall immediately cease all access to and use of the Software.

22.3 Client shall have no right to obtain, reinstate, or request any new license following termination, unless expressly approved in writing by Disruptive Studio.

22.4 Client shall remain solely responsible and liable for all obligations, claims, damages, or liabilities arising from its use of the Software, including any impact on its end users, customers, or third parties.

22.5 All amounts paid prior to termination shall remain non-refundable under all circumstances, and all outstanding amounts shall become immediately due and payable.

22.6 Disruptive Studio may, at its sole discretion and without liability, suspend, restrict, or permanently delete Client’s data at any time following termination, without obligation to retain, export, or provide access to such data, except to the extent required by applicable law.

22.7 Disruptive Studio shall have no liability for any loss of data, business interruption, loss of profits, or other damages arising out of or related to termination of the License.

23. ASSIGNMENT

23.1 Client may not assign, transfer, delegate, or otherwise dispose of these Terms, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Disruptive Studio, which may be granted or withheld in Disruptive Studio’s sole discretion.

23.2 Any attempted assignment, transfer, or delegation by Client in violation of this Section shall be null, void, and without legal effect.

23.3 Disruptive Studio may assign, transfer, or otherwise dispose of these Terms, in whole or in part, at any time and without notice to Client, including, without limitation, to any affiliate, subsidiary, successor entity, or in connection with any merger, acquisition, reorganization, sale of assets, or financing transaction.

23.4 Any change of control of Client, including, without limitation, any merger, acquisition, consolidation, sale of substantially all assets, or transfer of a controlling ownership interest, shall be deemed an assignment under this Section and shall require the prior written consent of Disruptive Studio.

23.5 In the event Client fails to obtain the required consent for any assignment or change of control, Disruptive Studio may, at its sole discretion and without liability, immediately suspend or terminate access to the Software and Services, while retaining all rights to payment and any other remedies available under these Terms.

24. CONFIDENTIAL INFORMATION

24.1 Definition. “Confidential Information” means any non-public, proprietary, or sensitive information disclosed or made available by Disruptive Studio to Client, whether in written, oral, electronic, or any other form, including, without limitation, technical, commercial, financial, operational, architectural, or business information, as well as the Software and its underlying components.

24.2 Obligations. Client shall use Confidential Information solely for purposes of using the Software in accordance with these Terms and shall not disclose, distribute, or make such information available to any third party without the prior written consent of Disruptive Studio.

24.3 Standard of Care. Client shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable standard of care.

24.4 Third Parties. Client shall ensure that any of its employees, contractors, affiliates, or representatives who have access to Confidential Information are bound by confidentiality obligations at least as restrictive as those set forth herein, and Client shall remain fully liable for any breach by such persons.

24.5 Ownership. All Confidential Information shall remain the sole and exclusive property of Disruptive Studio. Nothing in these Terms shall be construed as granting Client any rights, title, or interest in or to such information.

24.6 Survival. The obligations set forth in this Section shall survive termination of these Terms for a period of five (5) years, or for the maximum period permitted by applicable law, whichever is longer.

24.7 Remedies. Client acknowledges that any breach of this Section may cause irreparable harm to Disruptive Studio for which monetary damages may be insufficient. Accordingly, Disruptive Studio shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available under these Terms or applicable law.

24.8 Penalty. Any unauthorized disclosure, use, or exploitation of Confidential Information by Client or any person acting on its behalf shall result in a penalty of USD $100,000 per violation, without prejudice to any additional damages, equitable relief, or remedies available under these Terms or applicable law. Client acknowledges that such amount represents a reasonable estimate of damages and does not constitute a limitation of liability.

25. NON-DEFAMATION

The Parties mutually acknowledge their moral patrimony as the set of non-pecuniary assets, rights, and obligations forming their personal and professional identity, including:

Private Life. Covers all information inherent to family, domicile, documents, possessions, and conduct in non-public spaces, provided such matters are not of public interest or voluntarily disclosed. This extends to the private life of partners, employees, suppliers, associates, and any persons related to the Parties.

Honor. Refers to the social valuation of each Party’s ethical and professional personality, including reputation and goodwill. Violations include unnecessary expressions, insinuations, or vexations that may harm such honor, even when made under freedom of expression or right to information.

Own Image. Refers to the identifiable reproduction of personal traits, features, or elements of each Party, which shall not be published, reproduced, exposed, or commercialized without prior written consent, except where justified by public notoriety or public events.

Accordingly, the Parties undertake to protect each other’s image, honor, and private life in dealings with third parties. Any slander, libel, false statement, or defamatory expression that may affect the reputation, prestige, or moral integrity of the other Party is strictly prohibited.

Any breach of this clause shall give rise to immediate indemnification of the injured Party for full damages and losses suffered. This obligation shall survive termination of this Agreement.

26. ELECTRONIC COMMUNICATIONS

26.1 Consent to Electronic Communications. Client agrees that all communications, notices, disclosures, agreements, and records between Client and Disruptive Studio may be conducted electronically, including, without limitation, through email, digital platforms, account dashboards, or any other electronic means authorized by Disruptive Studio, and that such communications shall be deemed valid and legally binding.

26.2 Legal Validity. Client agrees that any electronic communication, record, or agreement shall have the same legal effect, validity, and enforceability as a written document executed in physical form.

26.3 Electronic Signatures. Client agrees that any electronic signature, click-through acceptance, digital acknowledgment, or similar electronic action used to accept these Terms or any related document shall constitute a valid and binding signature, with the same legal effect as a handwritten signature, in accordance with applicable laws, including, without limitation, the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN), the Uniform Electronic Transactions Act (UETA), and any other applicable laws or regulations.

26.4 Binding Effect. Client waives any right to challenge the validity, enforceability, or admissibility of these Terms or any related agreement on the basis that they were executed or delivered electronically.

26.5 Records. Client agrees that electronic records maintained by Disruptive Studio shall be admissible as evidence in any legal or administrative proceeding and shall be presumed accurate unless proven otherwise.

27. TAX OBLIGATIONS

27.1 Independent Tax Responsibility. Client shall be solely responsible for determining, reporting, and paying any and all taxes, duties, levies, or governmental charges arising out of or related to its use of the Software or Services, including, without limitation, income taxes, sales taxes, value-added taxes (VAT), withholding taxes, and any other applicable taxes in any jurisdiction.

27.2 No Responsibility of Disruptive Studio. Disruptive Studio shall have no responsibility or liability for Client’s tax obligations, filings, or compliance with applicable tax laws.

27.3 Gross-Up. All payments due to Disruptive Studio shall be made without deduction or withholding for any taxes, unless such withholding is required by law. In the event that Client is required to withhold any amount, Client shall ensure that Disruptive Studio receives the full amount that would have been payable in the absence of such withholding, and shall be responsible for any additional amounts necessary to achieve such result.

27.4 Documentation. Client shall provide any documentation reasonably requested by Disruptive Studio in connection with tax compliance, including, without limitation, certificates of withholding, tax residency documentation, or similar records.

27.5 Indemnification. Client shall indemnify, defend, and hold harmless Disruptive Studio from any taxes, penalties, interest, or liabilities arising from Client’s failure to comply with applicable tax laws or from any incorrect withholding, reporting, or payment.

28. ENTIRE AGREEMENT; NON-CIRCUMVENTION

28.1 Entire Agreement. These Terms, together with any applicable order forms, invoices, addenda, or documents incorporated by reference, constitute the entire, exclusive, and final agreement between Client and Disruptive Studio, and supersede all prior or contemporaneous negotiations, discussions, proposals, representations, or agreements, whether oral or written.

28.2 No Reliance. Client acknowledges that it has not relied on any statement, representation, warranty, or promise not expressly set forth in these Terms.

28.3 Non-Circumvention. Client agrees that, during the term of these Terms and for a period of three (3) years thereafter, it shall not, directly or indirectly, circumvent, bypass, avoid, interfere with, or otherwise undermine Disruptive Studio’s business relationships, revenue streams, fees, commissions, or commercial interests.

28.4 Scope. This restriction includes, without limitation, any attempt to establish direct or indirect relationships, transactions, or agreements with any clients, leads, partners, vendors, suppliers, developers, contractors, licensors, licensees, distributors, or other commercial contacts introduced, facilitated, or made available by Disruptive Studio, for the purpose of avoiding or reducing Disruptive Studio’s involvement or compensation.

28.5 Indirect Actions. Client shall not use any third party, affiliate, intermediary, or related entity to engage in any activity that would violate this Section if performed directly by Client.

28.6 Remedies. Client acknowledges that any breach of this Section may cause irreparable harm to Disruptive Studio. Accordingly, Disruptive Studio shall be entitled to seek injunctive relief, equitable remedies, and any other remedies available under these Terms or applicable law.

28.7 Penalty. In the event of any violation of this Section, Client shall pay a penalty of USD $100,000 per violation, without prejudice to any additional damages, lost profits, or remedies available to Disruptive Studio.

28.8 Survival. The obligations set forth in this Section shall survive termination of these Terms for the period specified herein.

29. SEVERABILITY

29.1 If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or other applicable authority, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.

29.2 To the extent permitted by applicable law, any invalid or unenforceable provision shall be modified and interpreted so as to best accomplish the original intent of such provision in a lawful and enforceable manner.

29.3 The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision of these Terms.

29.4 No failure or delay by Disruptive Studio in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any partial exercise preclude any further exercise of such right, power, or remedy.

30. HEADINGS AND INTERPRETATION

30.1 Headings. Section headings and titles are for convenience only and shall not affect the interpretation, meaning, or scope of any provision of these Terms.

30.2 Interpretation. These Terms shall be interpreted fairly and not strictly for or against either party, and no rule of construction requiring interpretation against the drafting party shall apply.

30.3 Inclusive Terms. The words “including,” “includes,” and similar terms shall be deemed to be followed by “without limitation.”

30.4 Number and Gender. Words in the singular shall include the plural and vice versa, and words referring to any gender shall include all genders.

30.5 References. References to Sections or provisions refer to those contained in these Terms unless otherwise specified.

30.6 Order of Precedence. In the event of any conflict between these Terms and any other document referenced herein, these Terms shall prevail unless expressly stated otherwise.

31. NEGOTIATION

31.1 Opportunity to Review. Client acknowledges that it has had the opportunity to review these Terms, to consult with legal counsel of its choosing, and to fully understand the rights and obligations set forth herein prior to accepting them.

31.2 No Contra Proferentem. These Terms shall be interpreted fairly and not strictly for or against either party, and no rule of construction requiring interpretation against the drafting party shall apply.

31.3 Independent Acceptance. Client further acknowledges that it has voluntarily and independently accepted these Terms without reliance on any representations, statements, or promises not expressly set forth herein.

32. INJUNCTIVE RELIEF

32.1 Client acknowledges and agrees that any breach or threatened breach of these Terms, including, without limitation, breaches related to intellectual property, confidentiality, non-circumvention, or misuse of the Software, may cause immediate and irreparable harm to Disruptive Studio for which monetary damages would be inadequate.

32.2 Accordingly, Disruptive Studio shall be entitled to seek immediate injunctive relief, equitable relief, or any other appropriate remedy from any court of competent jurisdiction, without the requirement to prove actual damages, post a bond, or provide any security, to the maximum extent permitted by applicable law.

32.3 The rights and remedies set forth in this Section are cumulative and in addition to any other rights or remedies available to Disruptive Studio under these Terms or applicable law.

33. ARBITRATION AND GOVERNING LAW

33.1 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, the Software, or the Services, including, without limitation, their validity, interpretation, performance, breach, or termination, shall be resolved exclusively through final and binding arbitration.

33.2 Arbitration Rules. The arbitration shall be conducted under the rules of a recognized arbitration institution selected by Disruptive Studio, or, in the absence of such designation, under commercially reasonable arbitration procedures determined by the arbitrator.

33.3 Seat of Arbitration. The seat and venue of arbitration shall be determined at Disruptive Studio’s sole discretion and may include Phoenix, Arizona (USA), Zapopan, Jalisco (Mexico), or Mexico City (Mexico).

33.4 Arbitrator. The arbitration shall be conducted by a single arbitrator. If the parties cannot agree on the arbitrator, the arbitrator shall be appointed by the applicable arbitration institution or authority at the chosen seat.

33.5 Language. The arbitration shall be conducted in English or Spanish, at Disruptive Studio’s sole discretion.

33.6 Final Award. The arbitral award shall be final, binding, and conclusive upon the parties and may be enforced in any court of competent jurisdiction.

33.7 Waiver of Court Proceedings. The parties irrevocably waive any right to bring claims before any court, except for purposes of enforcing an arbitral award or seeking injunctive or equitable relief.

33.8 Class Action Waiver. Client agrees that any dispute shall be resolved solely on an individual basis and expressly waives any right to participate in any class action, collective action, representative action, or similar proceeding against Disruptive Studio.

33.9 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Arizona, United States of America, without regard to conflict of law principles.

33.10 Exclusive Jurisdiction. Notwithstanding the foregoing, any action seeking injunctive relief, enforcement of an arbitral award, or any non-arbitrable matter shall be brought exclusively in the state or federal courts located in Phoenix, Arizona, and the parties hereby submit to the personal jurisdiction of such courts.

33.11 Waiver of Jury Trial. To the fullest extent permitted by applicable law, Client irrevocably waives any right to a trial by jury in connection with any dispute arising out of or related to these Terms.

SOFTWARE AS A SERVICE (SaaS) MASTER TERMS AND CONDITIONS