PLEASE READ THIS AGREEMENT CAREFULLY BECAUSE IT DESCRIBES ALL OF THE TERMS AND CONDITIONS THAT APPLY TO YOUR USE OF OUR SERVICE AND OUR WEBSITE. BY USING OUR WEBSITE, OUR SERVICES, REGISTERING OR ATTEMPTING TO REGISTER TO ACCESS OR USE OUR SERVICE, YOU ARE AGREEING TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS.
These Terms of Service for Purchasers, together with our Privacy Statement, constitute a legally binding Agreement ("Agreement") between you ("user", "you", "your" or a "Purchaser") and PayPlay Ltd. ("we", "us" or "our" or "PayPlay") and governs your access to and use of our service, the purchase of Content (as defined below), as well as all other information, content, products, materials and services made available to you in connection with or through our Website.
You will be considered a "Purchaser" if you sign up, register or use our Website to make Payment Transactions (as defined below). Purchasers must be at least 18 years of age or older. If you are at least 13 years old, but are still a minor in the state or jurisdiction in which you live, you may become a Purchaser with the consent of a parent or legal guardian and we will refer to you as a "teenager" in this Agreement. Certain restrictions apply to teenagers and those are described in the Section below entitled Age Restrictions. In many places the age of majority is 18, but different age requirements may apply depending on where you live. If the Purchaser is a business, you, on behalf of the business, represent and warrant to us that the business is duly authorized to do business in the United States and that employees, officers, agents and representatives of the business that access and use our Website are duly authorized and that you and they have the authority to legally bind the Purchaser with respect to this Agreement and all Payment Transactions and other activities conducted under or with your Passcode.
If for any reason you do not accept and agree to all the terms and conditions of this Agreement, or if you are not at least 13 years old or do not live in the Territory, please discontinue using our Website, do not sign-up, sign-in or register, do not select or click "I ACCEPT" and do not access or use any of our services, because if you do or attempt to do any of these things, you are agreeing to be legally bound by this Agreement and you may immediately be in violation of its terms and conditions.
If there is a concern by parents that children may use our Website, we recommend parents supervise and exercise parental control and/or impose appropriate prohibitions or restrictions that they wish to place on their child. You should carefully read our Privacy Statement for more information regarding the collection of personal information from children.
In this Agreement, all content, music, audio, video, audio-visual, text, graphics, artwork, images, photographs, animations, data, information, software, designs and other materials and legally protectible elements of our Website and our services, tangible or intangible, including, without limitation, the selection, sequence, look and feel and arrangement of items, as well as all copyright, trademarks, service marks, brand and trade names which you may encounter or use shall individually and collectively, be referred to as "Content".
All web sites and web pages within http://www.payplay.fm and all equivalent, mirror, replacement, substitute or backup web sites are referred to as our "Website" and when we use the term "Website" we also mean and include any and all services, information, Content, transactions, features and functions we provide. Our Website may contain links or references to additional rules, policies and terms which apply to specific features or functions and when you use them or attempt to do so, these rules, policies and terms will also apply to you and form a part of your Agreement with us.
The words "use" or "using" in this Agreement, means any time any individual, including you, directly or indirectly, with or without the aid of a machine, automated or other device, does or attempts to access, interact with, use, display, view, print or copy or use any portion, feature, function or aspect of our Website, transmit, receive or exchange data or communicate with our Website, or in any way utilizes, benefits, takes advantage of or interacts with any function, service or feature of our Website, for any purpose whatsoever. This Agreement does not cover your rights or responsibilities with respect to third party content or web sites or any links that may direct your browser or your connection to third party sites or pages.
You may not register to use or become a Purchaser on or through our Website, if you are under the age of 13. If you are a teenager (as defined above), in order to register as a Purchaser, you must present this Agreement to your parent or legal guardian who must read, understand and agree to all of the terms and conditions of this Agreement him or herself and on your behalf. If you are a teenager, when your parent or legal guardian select and click (e.g., press Enter) on the "I ACCEPT" link, your parent or legal guardian, in his or her own right and on your behalf, is signifying acceptance of this Agreement and representing to us they (i) have read, understood and agree to be bound by this Agreement, (ii) are not a minor and are entering into this Agreement himself or herself and on your behalf and (iii) understand, agree and shall be fully responsible for your (i.e., the teenager’s) use of our Website and any purchases you make. If your parent or legal guardian does not agree to (or cannot comply with) all of the terms and conditions in the Agreement or he or she does not wish you, as their teenager, to register or become a Purchaser, you should do not check or select the acceptance box and must not use or attempt to use our service or Website, nor should your parent or legal guardian allow, enable or condone their use by you.
REGISTERING TO USE OUR WEBSITE
There are portions of our Website you may visit without requiring you to provide us with any information and without registering. However, in order for you to access, use or take advantage of certain features, functions and services that are available from or through our Website, including Payment Transactions, you must become a "Registered User." To become a Registered User you must provide us with a verifiable e-mail address, pick a password (or we may assign you a password which you can change) and complete the registration process. We will refer to your unique e-mail address and password combination as your "Passcode".
In order to make Payment Transactions, you must provide us with necessary payment account and billing information within the Territory. If you provide or attempt to provide any such information that belongs to a parent, legal guardian or anyone else but you, we may require you to provide us with additional information to verify your eligibility to be or become a Registered User. Please read our Privacy Statement, which describes how we collect and use your personal information. Your Passcode is personal to you and you may not allow others to use your Passcode under any circumstances. From time to time we may provide Purchasers with additional codes or passwords necessary to perform certain functions associated with our Website. We are not liable for any harm caused or related to the theft, misappropriation, unauthorized use or disclosure of all or any portion of your Passcode or if you authorize anyone else to use your Passcode. You agree to immediately notify us if you become aware of or believe there is or may have been any unauthorized use of (or activity using) your Passcode or any other need to deactivate your Passcode due to security concerns. During registration and possibly at other times (e.g., for security purposes), you will be required to provide us with certain information about you ("Registered User Information"). It is your responsibility to give us current, complete, truthful and accurate Registered User Information and to keep it up to date. We cannot and will not be responsible for any problems or liability that arise if you do not give us accurate, truthful or complete information or you don’t update Registered User Information in a timely manner.
We use the term "Payment Transaction" in this Agreement to mean and refer to the processing of a payment from you that results in the debiting or charging of the Purchase Amount to your Payment Account and the crediting of the payment and receipt of funds by us, as agent for the Content rights holder and as a provider of the services available through our Website and digital rights management technology. With respect to each Payment Transaction, the "Purchase Amount" is the U.S. dollar amount of a Payment Transaction to pay for the purchase and download of Content, and any related fees, taxes or charges, as and if applicable. You must register a valid credit card, payment instrument or account as your Payment Account for purposes of Payment Transactions and your Payment Account must be associated with a billing address in the United States in order to initiate and consummate Purchase Transactions.
You are solely responsible for maintaining the confidentiality of your Passcode and for any financial obligations that arise (e.g., Payment Transactions) and all charges, costs, expenses, damages, liabilities and losses we incur or may suffer if, for any reason, you don’t do so. You are also solely responsible and liable for all activity, behavior, use and conduct associated with your use of our Website, by you and any and all others who use your Passcode, unless you notify us your Passcode may have been compromised, misappropriated or improperly taken or used by another party. We have the right to disclose your Registered User Information to third parties for the purpose of administering and maintaining the services associated with our Website. Please read our Privacy Statement, which describes how PayPlay collects and uses your personal information.
It is your responsibility to obtain and maintain all equipment, devices, communication capabilities and software necessary to connect to the Internet and be able to download, play, view and/or listen to Content. When you are finished reading this Agreement and have accepted all of the terms and conditions you can register and become a Registered User by going to our registration page at http://payplay.fm/sign-up
DESCRIPTION OF SERVICES
Although the Website and most of its Contents are primarily owned by PayPlay, much of the Content available from our Website, including much of the Content available for purchase, is owned by artists, authors, suppliers, business partners, and licensors. All Content is protected by intellectual property and other laws, regulations and international treaties. You agree that the holders of rights to such Content are third-party beneficiaries under this Agreement and they have the right to enforce the provisions that concern the protection of their intellectual property and ownership interests directly against you. Your purchase and use of Content is subject to this Agreement and you may not authorize, encourage or allow any Content to be reproduced, modified, displayed, performed, transferred, distributed or used by anyone else or in any manner in violation of this Agreement or any laws or regulations that apply.
Your use of specific Content is limited by the rules we or the holders of the rights to such Content assign to that particular Content. Any digital rights management, intellectual property protection and security technology provided with the Content is an integral part of it and you may not attempt (or assist others to attempts), directly or indirectly, to circumvent, reverse engineer, decrypt, or otherwise alter, modify, restrict or interfere with our rules or any digital rights management capabilities used to monitor and administer these rules. We and our Content rights holders reserve the right to modify these rules any time.
A "stream" refers to Content you can play while accessing our Website on the Internet. We may make "sample" streams available on a promotional basis and sometimes we may make full or continuous streams to Purchasers. You may not record, copy, or download streamed Content, nor attempt to do so.
A "download" refers to Content you can save to fixed storage media on your computer or a CD or transfer to any compatible portable devices and then play back. Registered Users, may purchase a copy of Content through a Payment Transaction. Even when you make a Payment Transaction and purchase a copy of any particular Content, these downloads and the Content you download are still and remain subject to the licensing and use rights restrictions which we or the Content rights holder assign. In general you can continue to play back and enjoy the permitted use of these downloads, even if you decide to terminate your registration on our Website. Downloaded Content is for your personal use and you may not share or transfer downloads with others. Even if you terminate your registration as a Purchaser with us, any Content you have purchased will remain subject to the digital rights management rules we or the Content rights holder make applicable to the Content and you will remain subject to these terms and conditions insofar as necessary to enable us or the Content rights holders to enforce our respective rights.
We renew the digital rights applicable to Content you have purchased, on a periodic basis and you will need to connect your compatible portable device to your personal computer and then connect and log on to our Website regularly to continue using downloaded Content.
Portions of our Website which manage digital rights in the Content and which are installed on one or more of your computers will count the number of times you play downloaded Content or transfer downloaded Content to portable devices and will report that information to us. If you have purchased and downloaded Content, it is your responsibility not to destroy or damage it and we are not and shall not be responsible if any Content you download is lost, destroyed or damaged. You may transfer downloaded Content you have purchased to any portable devices that are compatible with our Website, subject to the rules applicable to that Content and the terms of this Agreement, including, without limitation, our security requirements, but once transferred to a portable device, you may not copy, distribute, or transfer it from that portable device to any other device or portable media.
We are under no obligation, but we may maintain a record of Content you purchase and download and although we are not liable for lost, destroyed or damaged Content that you have downloaded, we may provide a restoration feature on our Website, which, if we do have a record of your purchase that is accessible for that purpose, you can then use to restore purchased Content, subject to the continuing restrictions, limitations, terms and conditions applicable to the original Content you purchased.
Of course, we make no representations, warranties or commitments of any kind as to what devices are or are not compatible with Content you download or that any particular Content can be successfully imported, supported, stored, transferred, used or played with any particular equipment, software or device. If you violate the copyright or other laws or regulations, there may be penalties or criminal charges against you. You agree to indemnify and hold us harmless from and against any and all claims, losses, damages, costs and expense resulting from such use or violations. You also acknowledge, understand and agree if we no longer have the right to make certain Content available, for any reason, you will no longer be able to obtain or use that Content from our Website or restore it through our Website, even if you originally obtained it from us.
FEES AND PAYMENT
We provide our services under prepay payment system - in order to purchase something, you have to credit your account first (The available amounts are: $15, $30, $50 and $100). Funds which been credited will be available till it would be spent.
During the registration process, you may be asked to set up a Payment Account to provide for billing and payment for charges and fees you incur with respect to Payment Transactions. PayPlay facilitates the payment and administration of Payment Transactions on behalf of Content rights holders. PayPlay is not a bank or other chartered or licensed financial or depository institution. In addition, PayPlay shall have no responsibility to you or any other person to investigate the background of, or confirm the rights or identity of Content rights holders, nor do we make any representations or warranties regarding the Content or intellectual property rights, ownership or otherwise with respect to the Content, except as required by law and we are providing a download, digital rights management and Payment Transaction service only for and on behalf of Content rights holders under separate contracts with them.
PayPlay is not a party to, and shall not be involved in or responsible for, transactions, Agreements and/or disputes between you and any Content rights holders or any other Purchasers arising from the use of our Website or any Payment Transaction. You agree you shall not involve PayPlay in any Dispute, demand, claim, litigation or other legal or regulatory proceedings arising out of or related to any transaction, including a Payment Transaction, this Agreement, or any arrangement or contract we may have with any Content rights holder, other Purchaser, Advertiser or other third party in connection with our Website or any Content. If Purchaser nonetheless attempts to do so (i) Purchaser shall pay all costs and attorneys’ fees of PayPlay and shall indemnify and hold PayPlay harmless from any damages, losses, costs and expenses (including attorneys’ fees) PayPlay may incur or suffer as a result.
When you initiate the purchase of any Content, you authorize PayPlay its agents, service providers and payment processors to confirm that a Payment Account provided by the Purchaser for use in connection with a Payment Transaction or otherwise, is valid and in good standing with the issuing U.S. financial institution, including, but not limited to, by submitting a request for payment, payment authorization, low dollar credit or debit to the Payment Account. Purchaser authorizes PayPlay, its agents, service providers and payment processors to obtain, at any time and from time to time, a credit report and/or to otherwise make credit or background inquiries on Purchaser as deemed appropriate to evaluate Purchaser’s eligibility and/or continued use of our Website for Payment Transactions. PayPlay, in its sole and absolute discretion, may refuse to approve any Payment Transaction, with or without cause or notice, other than any notice required by any applicable law.
Our Website facilitates processing of Payment Transactions to make payment for a purchase between a Purchaser and our Content rights holder through the Payment Processing Company with respect to Content you download. Payment Processing Company will store information from Purchasers regarding, among other information, their Payment Transactions, Payment Accounts and billing information. We will process your Payment Transactions through the Payment Processing Company and it may delay payment processing of suspicious transactions or transactions which may involve fraud, misconduct, or violate applicable law, this Agreement, as determined in it’s sole and absolute discretion. We also may establish practices and limits concerning Payment Transactions, including, without limitation, limits on dollar amounts or numbers of Payment Transactions.
Purchaser authorizes the charge or debit to Payment Processing Company necessary to complete processing of a Payment Transaction. Purchaser also authorizes crediting Purchaser’s Payment Account in connection with reversals or refunds. Purchaser acknowledges and agrees that Purchaser’s purchasing of Products are transactions between the Purchaser and the applicable Content rights holder, and not with PayPlay. PayPlay is not a party to Purchaser’s purchase of Content, and PayPlay is not a buyer or a seller in connection with any Payment Transaction, unless expressly indicated in the listing of the Content on our Website.
Your Account will be billed and you agree to and shall pay all Purchase Amounts and/or other charges incurred in connection with your Passcode. All Purchase Amounts and other charges are nonrefundable. If you want to designate a different payment account from among those we currently accept, if there is a change in validity or expiration date, or if you believe someone has accessed our Website using your Passcode without your authorization, you must contact PayPlay immediately at email@example.com. Until you notify us, you will continue to be responsible and liable for any activity, purchases and transactions associated with your Passcode.
If, for any reason, PayPlay does not receive payment from your Payment Account, you agree to pay all Purchase Amounts and/or other amounts due upon demand by PayPlay. Your contract with the issuer or financial institution applicable to your Payment Account governs your use of that Payment Account and you must refer to your contract with them and not this Agreement to determine your rights and liabilities with respect to your Payment Account.
We have no responsibility or liability whatsoever for anything you obtain from or through other web sites, even if you were directed or linked to such a web site through our Website, nor are we responsible for assisting you in correcting any problem you may experience with respect to any goods or services other than Content obtained from a Payment Transaction with us. Our creation or transmission of a Payment Transaction confirmation does not signify acceptance of your Payment Transaction, nor constitute a binding offer to sell any Content and we reserve the right to accept or decline any Payment Transaction for any reason up until the time the Content is actually delivered to you. We do not accept Payment Transactions from dealers, exporters, wholesalers, distributors, resellers or sub-licensors and reserve the right to refuse, cancel, terminate rights and/or seek the return of Content purchased in violation of the foregoing.
You agree to pay PayPlay all reasonable attorneys’ fees and costs incurred by PayPlay to collect any past due amounts from you. Your Payment Account may be suspended or terminated, your registration cancelled and/or your account deactivated without notice if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within 10 days of any such cancellation or termination.
You are solely responsible for paying all taxes, duties, government levies and other charges imposed by a taxing or other regulatory authority relating to your Payment Transactions. You are solely responsible for arranging payment for any and all charges for your use of any third party services via our Website.
PAYPLAY RESERVES THE RIGHT, AT ANY TIME, TO CHANGE THE PRICES, CHARGES, FEES AND BILLING METHODS, INCLUDING FUTURE PURCHASE AMOUNTS FOR CONTENT, EFFECTIVE 30 DAYS AFTER AN ONLINE POSTING AT HTTP://WWW.PAYPLAY.FM. PAYPLAY MAY ALSO PROVIDE NOTICE OF BILLING CHANGES VIA E-MAIL. YOUR CONTINUED USE OF OUR SERVICE FOLLOWING THE EFFECTIVE DATE OF A CHANGE TO SUCH FEES AND BILLING METHODS SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGE.
We also reserve the right to monitor and disclose information about your use of our Website and the content of any communications, such as e-mails, you send us, if we believe such action is required by law, is necessary to protect our assets or defend our rights, to enforce this Agreement or protect our interests or the rights and interests of others in connection with our Website. That said, we assume no responsibility for deletion of messages or failure to receive or respond or take action with respect to any messages, except as provided herein.
CHANGES TO THIS AGREEMENT; OUR WEBSITE
We reserve the right, at any time and from time to time, in our sole discretion, to change the terms and conditions of this Agreement. We will post or display notices of changes on our Website. We may also e-mail you about these changes at the e-mail address you provided (or updated) in your Registered User Information. Once we post changes on the Website, unless another effective date is specified, the changes become effective immediately. If any change is not acceptable to you, you agree your only recourse is to immediately terminate your use of our Website and refrain from making any further Payment Transactions. If you continue to or attempt to use our Website or make a Payment Transaction after a change becomes effective it will signify your Agreement to be bound by and constitute your binding acceptance of the change. You should check back frequently and review the terms and conditions of this Agreement so you are aware of the most current rights and obligations that apply to you and your Agreement with us.
We also reserve the right, at any time and from time to time, in our sole discretion, to change, modify or discontinue, temporarily or permanently, our Website (or any part of our Website or any particular Content, features or functions) with or without notice to you, and without any liability to you or any other party. New Content, features, functions and services added or modified in our Website, shall be subject to this Agreement unless we notify you otherwise.
OWNERSHIP; PROPRIETARY RIGHTS
Our Website, including, without limitation, all Content, is our property or the property of our Content rights holders, our licensors or suppliers and is legally protected, without limitation, under U. S. Federal and State, as well as foreign, laws, regulations and treaties. Our Website and Content is to be used solely for your non-commercial and personal use and for no other purpose. You must not alter, delete or conceal any copyright or other notices associated with our Website or our Content, including notices on Content you download, nor transmit, print or reproduce Content, except as specifically permitted. You shall not reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use our Website or Content in any manner inconsistent with or in breach of this Agreement.
Any unauthorized or prohibited use of our Website or Content, violation of any terms or conditions or breach of this Agreement, may subject you to civil liability or criminal prosecution, or both. If you violate this Agreement, your permission and right to use our Website and any Content involved, shall automatically terminate and you must immediately destroy any unauthorized copies you have or have made of the Content. We require users to respect our rights, including, without limitation, copyright and other proprietary and intellectual property rights of our Content rights holders. Unauthorized use, copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holders’ rights and a violation of the law and you agree not to use our Website to infringe or help or encourage anyone else to infringe such copyrights or any other rights of any person, firm or enterprise.
We respect the intellectual property rights of others and if we are notified of any infringement of the legal rights of others, we will act in a manner consistent with our legal obligations and, subject to confirmation of the facts, expeditiously remove that content and disable use of our Website by anyone we can identify is or has used our Website to knowingly or repeatedly infringe the intellectual property rights of others. If you believe that our Website contains elements that infringe any copyright in your or any other work, please follow our Notice and Procedure for Making Claims of Copyright Infringement.
The service marks, trademarks, logos, brands, brand names, distinctive identification and trade names ("Marks") associated with our Website, including, without limitation, those on our Website or the Content, are our property (or the property of others and used with permission) and you are prohibited from using these Marks without express written permission from us (or the owner, if not us).
Our Website may contain technology and data, among other things, that enables certain identifying functions and obtain music-related information, including name, artist, track, and title information from us or our licensors and suppliers, our or their respective routers, servers, databases or software using the Internet. You may only use these features through standard functions we provide on our Website as part of our Website and you may not provide, grant access, assign, copy, transfer or transmit any of such identification or music-related information, to any other party or use same for any purpose other than as permitted in conjunction with our Website. If you violate these terms and conditions, in addition to any and all other rights we may have, our licensors and suppliers may terminate your license and rights to use such technology and data, and may enforce their respective rights and seek damages and any other remedies permitted by law or this Agreement, directly against you.
Nothing in this Agreement or otherwise associated with our Website, including, without limitation, the downloading and use of Content, shall or shall be construed as assigning, transferring, conveying or conferring upon you, any right, license or interest in or to our Website, Content, or any other information or material, by implication, course of dealing or conduct, estoppel or otherwise, except for the specific, restricted and limited rights granted to you under this Agreement. All rights not specifically granted to you are hereby expressly reserved by us.
Content may sometimes contain inaccuracies or errors and we make no representations about the accuracy, reliability, completeness, or timeliness of any Content or the results to be obtained from using our Website or any Content. You expressly agree use of our Website and all Content is solely at your own risk. Your use of our Website is subject to all applicable local, state, national laws and regulations and, where applicable, international treaties. You are solely responsible for all activities, acts and omissions that occur in, from, through or under your Passcode. You shall not use our Website or allow, enable or knowingly condone use of our Website by others, in any manner that is, attempts to, or is likely to (i) be used for commercial or business purposes, including, without limitation, advertising, marketing or offering goods or services, whether or not for a charge or through linking with any other service, web site or web pages, (ii) violate any laws, regulations judicial or governmental order or treaty or violate or infringe upon any rights of ours or of any other person, firm or enterprise, (iii) gain unauthorized access to our Website, other Payment Accounts, Passcodes, Registered User Information or other computers, web sites, connected or linked to our Website or use our Website in any manner which violates or is inconsistent with the terms and conditions of this Agreement or (iv) modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of our Website or which may prevent, prohibit, inhibit, restrict or otherwise impair others from using and enjoying the benefit of our Website.
You are prohibited from violating or attempting to violate the security of our Website or tampering with, disabling or otherwise modifying any digital rights management or other technology, including, without limitation: (i) accessing our Website, Content or other information or materials not intended for you or logging onto a processor, communications or access device or account which you are not authorized to access, (ii) attempting to probe, scan or test the vulnerability of our Website or breach security, digital rights management or authentication measures, regardless of your motives or intent or (iii) attempting to interfere with or disrupt our Website or any user, processor, host or network, including, without limitation, using any malicious code. Violations may result in civil or criminal liability. We have the right to investigate occurrences which may involve such violations and provide information to and cooperate with, law enforcement authorities in prosecuting those involved in violations.
TERMINATION; NO REFUNDS
You may terminate your registration and use of our Website at any time and for any reason and, of course, you are under no obligation to make any purchases or Payment Transactions with us. If you have any questions about terminating your registration, you can send us an e-mail to firstname.lastname@example.org, with your Passcode information. We may ask you to provide us with certain other Registered User Information for security and verification purposes. You understand and agree that termination or cancellation of your registration and use of our Website, is your sole right and exclusive remedy with respect to any dispute you may have with us, even if you believe that such a right or remedy fails of its essential purpose.
Upon termination, suspension, deactivation, cancellation or any other cessation of your right to use our Website, you will not be entitled to compensation, damages, nor any refund of monies previously paid, nor will you be relieved of any obligation you agreed to, including the payment for purchases incurred through Payment Transactions you have already made. Any and all monies due and outstanding on the effective date of termination, together with any obligations you may have committed to prior to the effective date of termination, shall be accelerated, be immediately due, owing and payable by you and we may collect the full amount thereof from your Payment Account without further notice or obligation to you.
We may terminate, cancel, deactivate, suspend or otherwise discontinue your right to use our Website, your registration and your right to make Payment Transactions without any liability or further obligation of ours of any kind whatsoever to you or any other party, at any time for any reason in our sole and absolute discretion and including situations in which you breach (or we believe you have breached or are attempting to breach) this Agreement, if we are notified or determine (or have reason to believe) you have or are engaging in conduct or activity that infringes on our rights or the rights of any party, and we have the right to declare all monies then due, owing and outstanding immediately due and payable and you will not be entitled to a refund of any amounts previously paid.
If we terminate, cancel, deactivate, suspend or otherwise discontinue your right to use our Website, your registration and your right to make Payment Transactions and you have not breached this Agreement or violated any laws or regulations, then we shall, unless prohibited or restricted by law, continue to provide you with such rights to continue using the Content which you have downloaded and purchased and for which payment has already been made by you.
We make reasonable efforts to keep our Website available and operational, however, technical difficulties, routine site maintenance, enhancements, upgrades and events outside our control may, from time to time, result in service interruptions. We also reserve the right, at any time and from time to time, to modify, suspend, terminate or discontinue, temporarily or permanently, features and functions of our Website with or without notice. You agree that PayPlay shall not be liable to you or any third party if we modify, suspend, terminate or discontinue our Website, in whole or in part, or any features or functions of our Website.
If you download Content, you may only make copies for your own personal use and only in compliance with all laws, regulations and the terms and conditions of this Agreement. Our Website is designed for personal use and you are not allowed to use any automated system for the selection or downloading of Content or any other feature or function of our Website. PayPlay reserves the right to immediately and permanently terminate your registration and your use and access to our Website if you are, or PayPlay believes you are, in violation or breach of this or any other provision of this Agreement.
Your use of our Website is at your own risk and as between you and us, you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of our Website or associated with your use of our Website. Without limiting the foregoing, we are not responsible or liable to you or anyone else for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of our Website.
If we permit postings or message functions as part of our Website, you understand and acknowledge the capacity of our Website is limited and some messages and transmissions may not be processed in a timely fashion or at all. Some features or functions may be restricted or delayed or become completely inoperable and you acknowledge and agree we assume no liability, responsibility or obligation, whether to transmit, process, store, receive or deliver, nor for any failure or delay and you are hereby expressly advised not to rely upon the timeliness or performance of our Website.
Portions of our Website contain or utilize Software, Content, features and/or functions supplied, licensed or provided by our third party suppliers and licensors. Your Agreement to comply with the terms and conditions of this Agreement and respect and protect the intellectual property and other rights of others, including us, is also undertaken for the benefit of those third party suppliers and licensors. We will advise you if there are additional terms or conditions which apply to third party Content, Software, features or functions and you must agree to them before you may use these.
DISCLAIMER OF REPRESENTATIONS AND WARRANTIES OUR WEBSITE, CONTENT AND ALL MATERIALS, GOODS, SERVICES, FEATURES AND FUNCTIONS THEREOF, ARE ALL MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THEY WILL BE AVAILABLE FOR USE OR THAT ALL FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE, PERFORM AS DESCRIBED OR THAT YOUR USE WILL BE UNINTERRUPTED OR ERROR FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND OF TITLE AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS.
WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY PARTICULAR EQUIPMENT, SOFTWARE, WRITING, PLAYBACK, RECORDING DEVICE OR MOBILE OR PORTABLE PLAYER OR ANY OTHER DEVICE WILL BE COMPATIBLE WITH OUR SERVICE OR THAT ANY CONTENT WILL FUNCTION IN, ON OR WITH ALL DEVICES. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE YOUR EQUIPMENT, SOFTWARE, DEVICES AND SYSTEMS FUNCTION CORRECTLY WITH OUR WEBSITE, ANY CONTENT AND/OR OTHERWISE. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY UNAUTHORIZED USE OF OUR WEBSITE AND/OR CONTENT, BY YOU OR ANYONE USING YOUR REGISTRATION, YOUR PAYMENT ACCOUNT, YOUR PASSCODE OR OTHER IDENTIFICATION.
LIMITATION OF LIABILITY AND REMEDY YOU UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER WE NOR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES OR SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM THIS AGREEMENT, OUR WEBSITE OR CONTENT, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE BASIS OF THE CLAIM OR THE FORM OF ACTION, INCLUDING, WITHOUT LIMITATION, DAMAGES THAT MAY BE INCURRED BY OR BECAUSE OF THIRD PARTIES AND EVEN IF YOUR USE RESULTS IN DAMAGE TO OR THE NEED FOR SERVICING OR REPLACING EQUIPMENT, DATA, CONTENT, SOFTWARE OR SYSTEMS OR PORTABLE OR OTHER DEVICES YOU USE AND REGARDLESS OF WHETHER A CLAIM OR DAMAGES ARISE FROM OR ARE BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND IRRESPECTIVE OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If you are dissatisfied with our Website, any Content or with any of the terms and conditions of this Agreement at any time, and notwithstanding any claim that a sole or exclusive remedy in this Agreement may or does fail of its essential purpose, you specifically agree your sole right and exclusive remedy is to discontinue use of our Website and/or the Content involved and terminate your registration and we have no other obligation, liability or responsibility to you or any other party.
SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF CERTAIN WARRANTIES OR CERTAIN LIMITATIONS ON DAMAGES AND REMEDIES, ACCORDINGLY SOME OF THE EXCLUSIONS AND LIMITATIONS DESCRIBED IN THIS AGREEMENT MAY NOT APPLY TO YOU.
IN THE EVENT AND TO THE EXTENT, BUT ONLY TO THE EXTENT, THAT IN A PARTICULAR SITUATION, A LIMITATION ON REMEDIES, DAMAGES OR LIABILITY SET FORTH IN THIS AGREEMENT IS PROHIBITED OR RESTRICTED BY LAW, THEN, AND ONLY THEN, WE SHALL REMAIN ENTITLED TO THE MAXIMUM DISCLAIMERS AND LIMITATIONS ON REMEDIES, DAMAGES AND LIABILITY AVAILABLE AT LAW AND EQUITY IN SUCH SITUATION, BUT IN NO EVENT SHALL OUR LIABILITY TO YOU FOR DAMAGES OR OTHERWISE EXCEED THE AMOUNT YOU ACTUALLY PAID TO US FOR THE CONTENT INVOLVED IN THE PAYMENT TRANSACTION.
ADVERTISING AND PROMOTIONS
From time to time, you may communicate with, receive communications from, be re-directed to, interact with, or participate in or use the services or obtain goods and services of or from third parties (e.g., advertisers) as a result of your use of our Website. All such communication, interaction and participation is strictly and solely between you and such third party and we shall not be responsible or liable to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the third party or any goods or services you may purchase or obtain from any third party).
From time to time, we or our suppliers and advertisers may conduct promotions, ourselves or with a sponsor or other third party ("Promotions"). Each Promotion will have additional terms, conditions and rules which will be posted or otherwise made available to you and, for purposes of each Promotion, will be deemed incorporated into and form a part of this Agreement (the "Rules"). If any conflict arises between this Agreement and the Rules, the Rules govern for purposes of your participation in the Promotion to which the Rules relate. Your dealings with, or participation in promotions of any third parties on or through our Website are solely between you and that third party and we are not responsible or liable for any loss or damage as the result of your dealings with any such third party or parties.
SEARCHES; LINKS TO OTHER SITES
Our Website may produce automated or other search results and may enable you to re-direct your browser to other web sites on the Internet, including links through advertising and Promotions. These are for your convenience and the appearance, availability or re-direction of your browser and/or your use of search capabilities, URLs or any hypertext links referenced or included in our Website or any other link or re-direction of your connection to, with or through our Website, does not constitute an endorsement, nor does it incur any obligation, responsibility or liability on our part. Third party sites are not under our control and we do not verify, endorse, or have any responsibility for them, nor for any content, goods or services associated with or obtained in connection with any such web site. If any third party obtains or collects personally identifiable information from you, in no event shall we assume or have any responsibility or liability. Please read our Privacy Statement, which describes how we collect and use your personal information. Your access and use of any third party sites linked to our Website or otherwise, is entirely at your own risk.
You agree to indemnify, defend and hold us, our Content rights holders, as well as any other Content providers, distributors, licensors and our and their respective officers, directors, employees, agents, licensors, representatives and suppliers, harmless from and against any and all claims (including, without limitation, any claim you have improperly downloaded, encoded, compressed, copied, displayed, accessed, used or transmitted any Content), actions, losses, expenses, damages and costs (including reasonable attorneys’ fees), resulting from your breach or violation of this Agreement, any third party right or any law or regulation. We reserve the right to assume or authorize any Content rights holder to assume, at our or their expense, the exclusive defense and control of any such claim or action and all negotiations for its settlement or compromise, and you agree to fully cooperate in the defense of any such claim, action, settlement or compromise negotiations.
LAW THAT APPLIES
Our Website is operated by us or on our behalf and is intended solely and exclusively for residents of the Territory, who are at least 13 years of age or older. This Agreement and your use of our Website shall be governed by, construed and enforced under the laws of the State of New York applicable to contracts made, executed and wholly performed in New York. For all legal or equitable actions, you agree and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State and County of New York and agree you will not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, inconvenient forum or otherwise. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded and, if and to the extent applicable, you agree with us to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act. A printed version of this Agreement and of any notice given in electronic form shall be admissible in any judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION UNDER THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.
You are responsible for complying with all trade regulations and laws both foreign and domestic. You acknowledge that none of the Content or underlying information or technology may be downloaded or otherwise exported or re-exported (a) into Afghanistan (Taliban-controlled areas), Cuba, Iran, Iraq, Libya, North Korea, Serbia (except Kosovo), Sudan and Syria or any other country subject to a U.S. embargo or (b) to anyone on the U. S. Treasury Department’s list of Specially Designated Nationals or the U. S. Commerce Department’s Denied Parties List or Entity List. By using our Website you are agreeing to the foregoing and are representing and warranting that (i) no U.S. federal agency has suspended, revoked, or denied you export privileges, (ii) you are not located in or under the control of a national or resident of any such country or on any such list and (iii) you will not export or re-export Content to any prohibited county or to any prohibited person, entity, or end-user as specified by U.S. export controls. For more information on the U. S. Export Administration Regulations (EAR), 15 C.F.R. Parts 730-774, and the Bureau of Export Administration, please see their website homepage at http://www.bxa.doc.gov.
We make no claim Content is appropriate for any particular person, audience or purpose, or that our Website, or Content may be accessed, used or downloaded outside of the United States, which may not be legal for certain persons or in certain countries. If you are not permitted to use our Website, download or use Content, initiate or consummate a Payment Transaction from outside of the United States and you do or attempt to do so, it is at your own risk and you are responsible for compliance with the laws of your jurisdiction. The United States controls the export of products and information and you agree to comply with such restrictions and not to export or re-export any Content or other materials to countries or persons prohibited under the export control laws and regulations. By using our Website, using or downloading Content, initiating or consummating a Payment Transaction, you are agreeing you are not in a country where such export is prohibited and you are not on the U. S. Commerce Department’s Table of Denial Orders or the U. S. Treasury Department’s list of Specially Designated Nationals. You are solely responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of any Content or Products.
This Agreement cannot be changed or terminated orally, by course of dealing or conduct or otherwise, and can only be changed as specifically set forth in this Agreement. If any term or condition of this Agreement is held illegal, invalid or unenforceable, this will not affect any other provisions and the Agreement will be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision of this Agreement which must survive in order to allow us or any Content rights holder to enforce its meaning shall survive; however, no action arising out of this Agreement or your use of our Website, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose). No waiver or delay or failure to take action shall constitute or be construed as a waiver of that or any other term or condition.
PayPlay may communicate with you regarding by means of electronic communications, including (a) sending electronic mail to the e-mail address you provided to PayPlay during registration or (b) by posting of notices or communications on our Website. Electronic communications shall be considered received by you when PayPlay sends the electronic communication to the e-mail address you provided at the time of registration (or as updated by you as required) or when we post the electronic communication on our Website. PayPlay may provide communications or records to Purchaser by means of electronic communications and for those electronic communications that PayPlay is or may be required by law to provide in a written paper form to you: (a) you may contact us at email@example.com to request another electronic copy of the electronic communication without a fee, (b) you may request a paper copy of the electronic communication and we reserves the right to charge you a fee to provide such paper copy, (c) you may contact us through our Website contact page to update your registration information (such as e-mail address) used for electronic communications or to withdraw your consent to receive electronic communications and (d) we reserve the right to terminate your use of our Website if you decline or withdraw consent to receive electronic communications from us.
This Agreement is personal to you and you may not transfer, assign, convey or delegate it to anyone else and any attempt by you to do so shall be null and void ab initio.
YOU ACKNOWLEDGE YOU HAVE READ THIS AGREEMENT, INCLUDING ALL OTHER AGREEMENTS, DOCUMENTS AND REFERENCES HEREIN, INCLUDING OUR PRIVACY STATEMENT, THAT YOU UNDERSTAND IT AND THEM, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND US WHICH SUPERSEDES ANY PRIOR OR INCONSISTENT OR OTHER AGREEMENT, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN YOU AND US RELATING TO OUR SERVICE.
YOU FURTHER CERTIFY AND CONFIRM THAT YOU ARE AT LEAST 13 YEARS OF AGE AND IF YOU ARE A TEENAGER, AS DEFINED IN THIS AGREEMENT (I.E., STILL A MINOR IN THE PLACE YOU LIVE), YOU HAVE THE CONSENT OF YOUR PARENT OR LEGAL GUARDIAN WHO ALSO AGREES WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SHALL BE RESPONSIBLE AS DESCRIBED IN THIS AGREEMENT
By selecting or clicking the "I ACCEPT" link below or on our registration page, you are agreeing to all of the terms and conditions of this Agreement, including our PRIVACY STATEMENT.
Notice and Procedure for Making Claims of Copyright Infringement Pursuant to Title 17, United States Code, Section 512(c)(2), all notifications of claimed copyright infringement on this Site should be sent ONLY to our Designated Agent.
NOTE: The following information is provided solely for notifying the service providers referenced below that your copyrighted material may have been infringed.
DO NOT SEND ANY INQUIRIES UNRELATED TO COPYRIGHT INFRINGEMENT (e.g., REQUESTS FOR TECHNICAL ASSISTANCE OR CUSTOMER SERVICE, REPORTS OR E-MAIL ABUSE, etc.) TO THE CONTACT LISTED BELOW. YOU WILL NOT RECEIVE A RESPONSE IF SENT TO THAT CONTACT.
WE CAUTION YOU THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER’S LICENSEE THAT IS INJURED AS A RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY. Email Address of Designated Agent: firstname.lastname@example.org
The information contained in this web site is subject to change without notice.
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