PlayPlay Inc. PlayPlay SAS

Terms and Conditions Inc.

1. GENERAL1.1 DEFINITIONS1.2 GENERAL TERMS OF SUBSCRIPTION1.3 CUSTOMER ACCOUNT / USER ACCOUNT2. LICENSE; RESTRICTIONS3. SERVICES4. DURATION5. FINANCIAL TERMS6. CONTENT; OWNERSHIP7. REPRESENTATION AND WARRANTIES8. HOSTING, SECURITY, AVAILABILITY AND MAINTENANCE OF THE PLATFORM9. SANCTIONS IN CASE OF BREACHES10. CONFIDENTIALITY11. PERSONAL DATA12. AUDIT13. LIMITATION OF LIABILITY14. INDEMNIFICATION15. RETURN/DESTRUCTION OF MATERIALS.16. MISCELLANEOUS

September 2024

1. GENERAL

PlayPlay provides a video production service intended for social networks, websites, and screens, based on editorial templates made available via a platform accessible on the website www.playplay.com.

Acceptance of these Terms and Conditions. The Contract is formed by subscribing to a Trial or a Subscription by signing a Quote, implying acceptance of the Terms and Conditions. Legal entities must act through a natural person with the legal capacity to contract on behalf of and for the account of the respective legal entity.

Customers who do not accept to be bound by these Terms and Conditions or who do not accept to be bound by the Contract will not be able to subscribe or access the Platform. The Customer is responsible for ensuring that its Users comply with the Contract’s obligations and guarantees PlayPlay in this regard. The Customer agrees to actively cooperate with PlayPlay, especially its dedicated personnel, to ensure the proper execution of the Contract.

1.1 DEFINITIONS

Capitalized terms used herein have the meanings set forth below, whether used in singular or plural.

Affiliates means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person. As used in this definition, the term “control” means the possession of the power to direct or cause the direction of management and policies, whether through ownership of voting securities or otherwise;
Charters means the terms of use of the Libraries, including, as applicable, any third party terms of use;
Contract means these Terms and Conditions, the Charters, the Quote and any other contractual document referred to herein or therein, excluding any general or specific terms and conditions of the Customer;
Customer means any Person who has accepted and/or subscribed to an Offer and executed a Contract with PlayPlay;
Customer Account means the administrative account of Customer on the Website that allows Customer to manage various User Accounts;
Customer Content means content of any kind (photos, videos, music, graphics, etc.) that the Customer uploads into the Platform;
Libraries means the content of any kind (photos, videos, music etc.) made available by PlayPlay on the Platform, including any third party content as applicable;
Party (ies) refers individually to the Customer or PlayPlay; in the plural, it refers to both the Customer and PlayPlay."
Person means any natural person, corporation, general partnership, limited partnership, limited or unlimited liability company, proprietorship, joint venture, other business organization, trust, union, or association.
Platform means the video creation platform available via the Website as a software-as-a-service, which access is restricted to Customers;
PlayPlay means PlayPlay SAS for Website visitors and PlayPlay Inc. with respect to any subscription;
PlayPlay Content has the meaning given to it in Section ‎6.1.;
PlayPlay Group means the group of companies comprising PlayPlay SAS and its Affiliates;
PlayPlay SAS means PlayPlay SAS, société par actions simplifiée, registered under No. 828 572 099 RCS Paris with its registered office located at 9 rue des Colonnes, 75002 Paris;
Quote means the document specifying the Customer's subscription conditions, including the type of Offer, the relevant pricing terms, the Term of the subscription, and any additional services to be provided by PlayPlay to Customer;
Screens means the proposed text, photos or videos animations available on the Platform that enable information (figures, key figures, interviews, etc.) to be included in a Video and which are characterized by customizable screen models to be inserted in a Video;
Services means the online video production services provided by PlayPlay through the Platform, as described on the Website;
Subscription means subscribing to a PlayPlay offer exclusively intended for professionals, the conditions of which are described in the Quote;
Templates means the standard templates of Videos available on the Platform, customizable by the Customer;
Term means the duration of a Contract including the Initial Term and any Renewal Term(s), as defined in Section 4.
Terms and Conditions means this document;
Trial means the offer of a free trial of the Platform as described on the Website and subject to specific conditions set forth on the Website or in an email from PlayPlay;
User means any person authorized by the Customer to access the Platform through a User Account;
User Account means a User’s individual account allowing access to the Platform in connection with a Customer Account;
Video means any video generated by the Customer with the use of the Platform;
Website means the website accessible via the URL www.playplay.com operated by PlayPlay SAS;

1.2 GENERAL TERMS OF SUBSCRIPTION

Trial. The Trial allows the Customer to test the Platform free of charge for the duration indicated on the Website upon subscription or, if applicable, such other duration indicated in an email from PlayPlay. The Contract is formed upon subscription to the Trial Offer and confirmation of Customer’s acceptance of these Terms and Conditions via a checkbox on the Website. In order to continue to use the Platform after the end of the Trial, the Customer must get a Subscription.

Subscription. In order to get a Subscription, the Customer must request a Quote by contacting PlayPlay via the form available on the Website and providing all requested information to enable PlayPlay to identify Customer’s needs and expectations. Based on this information, PlayPlay will propose one or more Quote(s) detailing the Services available to the Customer. Unless otherwise stated, any Quote issued by PlayPlay is valid for thirty (30) days from its issuance. If it is not accepted by the Customer by any written means (including by email) within such thirty (30) day period, such Quote will be null and void. The Contract is formed upon Customer’s acceptance, in writing (including by email), of a Quote to which these Terms and Conditions are attached; such acceptance confirms Customer’s full acceptance of the Contract, without any reservations.

If the Customer wishes to make changes to their Subscription, such as the number of User Accounts, the duration of their commitment, or additional services, these changes constitute an amendment to the Contract that requires the issuance of a new Quote or an addendum as appropriate. This new Quote or addendum takes effect on the date agreed upon by the Parties in addition to or in replacement of the previous Quote, subject to the Customer’s prior validation.

Generally, in case of conflict between the provisions of various contractual documents, the provisions of the Quote take precedence over those of the Terms and Conditions, and the provisions of the Contract prevail over any other general or specific conditions issued by the Customer.

1.3 CUSTOMER ACCOUNT / USER ACCOUNT

In the frame of the Subscription, the Customer is responsible for selecting the Users authorized to create User Accounts in connection with the Customer Account, up to the maximum number of Users specified in the Quote.

The Customer may create User Accounts: (a) by sending the list of Users and email addresses of Users to PlayPlay; or (b) by entering the contact information of the Users in the Customer Account in the dedicated boxes.

PlayPlay will use commercially reasonable efforts to create the User Accounts upon receipt of Customer’s request. PlayPlay will then communicate to each User, by any written means, including by email, a connection identifier and a connection link to the Platform allowing such User to create his/her personal password.

Each User Account may be associated with only one (1) User. Any request to open a User Account must be linked to a personal professional email address for the User and may not be a generic email address or an email address that is accessible to several persons (example of an unauthorized email address: [email protected]). Once a User Account has been validly created, the User may access the Platform upon confirmation of his login details. A User may not share his login details with any other persons.

Accuracy of Information. The Customer represents and warrants that any information provided to PlayPlay is valid, accurate, and not misleading. In the event of any change in any information provided to PlayPlay, the Customer agrees to update, or cause Customer’s Users to update, such information in the Customer Account or User Account, as applicable.

Use of the Platform. Customer shall use the Platform solely for its own internal purposes and shall not allow any unauthorized person or person not identified as a User to use its Customer Account or any User Account. Each User is responsible for maintaining the confidentiality of their login details. Customer is responsible for any use of the Platform by any person with a User's login details. Customer agrees to contact PlayPlay immediately, by any written means, including by email, if it appears that a Customer Account or any User Account has been used by any unauthorized person. The Customer acknowledges that PlayPlay has the right to take any action PlayPlay deems appropriate in such event as described in Section 9 “Sanctions in case of breaches”.

2. LICENSE; RESTRICTIONS

The Website, the Platform, the systems, software, infrastructures, databases, and all content of any kind (including templates, screens, texts, images, visuals, music, logos, trademarks, databases, etc.) operated and made available by PlayPlay, are protected by intellectual property rights and/or the rights of database producers in force.

License. Subject to Customer’s compliance with the terms of the Contract, including the full payment of all sums due to PlayPlay, PlayPlay hereby grants to the Customer a limited, non-exclusive, non-transferable, and non-sublicensable license to use the Website, the Services, the Platform, and the PlayPlay Content for internal purposes only, during the Term. The Customer may not sublicense, assign, or transfer the benefit of this license to any third party, including to any of Customer’s Affiliates.

Additional Copyright Restrictions. Additional copyright notices or restrictions may be included on the Website, the Platform, or elsewhere. The Customer shall abide by all such additional notices and restrictions and shall not delete, modify, or obscure any legal or proprietary notices on the Website or the Platform. Customer shall not use, display, copy, reproduce, distribute, republish, upload, download, post, transmit, mirror, modify, redistribute, sell, translate, modify, reverse-engineer or reverse-compile or decompile, disassemble or make derivative works of any of the elements of the Website, the Services, the Platform, or the PlayPlay Content, in whole or in part, without the authorization of PlayPlay.

Restrictions. The Customer shall not:

  • Use the Website, the Services, the Platform, or any PlayPlay Content for any purpose other than as expressly permitted herein;
  • Use the Website, the Services, the Platform, or any PlayPlay Content in any way that (i) violates any applicable federal, state, local, or international law(s) or regulations (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries), or (ii) violates, infringes, or misappropriates PlayPlay’s or any third party’s intellectual property, privacy, publicity, or other rights;
  • Reproduce, arrange, or adapt all or part of the Website, the Services, the Platform, or the PlayPlay Content;
  • Commercially exploit the Website, the Services, the Platform, or the PlayPlay Content alone or jointly with any third parties;
  • Transfer, provide, grant sub-licenses, or other rights of use, or more generally, communicate to a third party (including to any of Customer’s Affiliates) all or part of the Website, the Services, the Platform, or any PlayPlay Content;
  • Integrate all or part of the Website, the Services, the Platform, or any PlayPlay Content into any computer system or other software solution other than those provided by PlayPlay in the Contract;
  • Use any hardware, software, device, or technique to aggregate connections or reduce the number Users directly accessing or using the Services;
  • Attempt to discover or access the source code of the Website or the Platform software, or to decipher, decompile, disassemble, or reverse engineer the source code of the Website or the Platform;
  • Use the Website, the Services, or the Platform for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
  • Use the Website, the Services, or the Platform to send, knowingly receive, upload, download, use, or re-use any material in a manner that does not comply with these Terms and Conditions;
  • Use the Website, the Services, or the Platform to engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Website, the Services, or the Platform, or which, as determined by PlayPlay, may harm PlayPlay, Customers, or Users, or expose any of them to liability;
  • Use the Website, the Services, or the Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, the Services, or the Platform, including their ability to engage in real-time activities through the Website;
  • Use any robot, spider, or other automatic device, process, or means to access the Website, the Services, the Platform, or PlayPlay Content for any purpose, including monitoring or copying any of the material on the Website;
  • Use any manual process to monitor or copy any of the material on the Website or the Platform, or for any other purpose not expressly authorized in these Terms of Use, without PlayPlay’s prior written consent;
  • Use any device, software, or routine that interferes with the proper working of the Website, the Services, or the Platform;
  • Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful to the Website, the Services, or the Platform;
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the Services, or the Platform, the server on which the Website or the Platform is stored, or any server, computer, or database connected to the Website or the Platform;
  • Attack the Website or the Platform via a denial-of-service attack or a distributed denial-of-service attack;
  • Otherwise attempt to interfere with the proper working of the Website, the Services, or the Platform.

3. SERVICES

Description of Services. PlayPlay shall provide the Services diligently and in accordance with industry standards.

The Customer will have access to all or part of the Services, such as:

  • Access to various Templates;
  • The ability to customize the Templates, especially by integrating Customer’s branding guidelines;
  • The availability of tools allowing the assembly of template of Screens; or
  • Access to the Libraries;
  • Features powered by AI;
  • The AI Assistant.

With all or part of the Services, the Customer can generate Videos directly through the Platform. To this end, the Customer may:

  • Choose a Template and Screens among those available on the Platform;
  • Fill in the suggested items (e.g., with the author’s name, a quote, etc.);
  • Upload Customer Content and/or select contents among the Libraries;
  • Request suggestions from the AI Assistant.

Watching and Storage of Videos. The Customer may watch its Videos directly on the Platform or download them at any time to its own devices during the Term. In order to retain its Videos and to be able to access such Videos after the end of the Term, the Customer must download the Videos onto its own devices before the end of the Term. Unless otherwise mutually agreed in writing, PlayPlay will not retain any copies of the Videos for longer than one (1) month following the end of the Term of the Contract.

PlayPlay Video Access. Unless expressly stated otherwise by any written means, Customer acknowledges and agrees that PlayPlay may access Customer’s Videos, especially to: (a) provide personalized advice, including advice on how to use the Templates, Screens, and available features; and (b) provide assistance and/or technical support upon Customer’s request on the Platform. Customer may activate the "private" option on a Video on the Platform at any time to cause such Video to only be accessible to the User who has generated it. However, PlayPlay’s technical teams will still be able to access such Video for technical support purposes or to enable access to it for the Customer.

PlayPlay features powered by Artificial Intelligence (AI) or PlayPlay AI features. Some features on the Platform are powered by AI using third-party providers. PlayPlay does not use Customer’s data and Customer Content or permit others to use them to train the machine learning models. Customer may provide input to be processed by PlayPlay AI features (“Input”), and receive output generated and returned by PlayPlay AI features based on the Input (“Output”). When Customer uses PlayPlay AI features, Input and Output are Customer Content. Customer acknowledges that due to the nature of machine learning and the technology powering PlayPlay AI features, Output may not be unique and PlayPlay AI features may generate the same or similar output to PlayPlay or a third party.

PlayPlay does not make any warranty as to the results that may be obtained through PlayPlay AI features in terms of intellectual property rights or accuracy of any information obtained through PlayPlay AI features. The Customer understands and agrees that any material and/or data obtained through the use of any PlayPlay feature is done at Customer’s sole risk. The Customer must ensure that he can use the Output without infringing any third party rights. The Customer should not rely on factual assertions in output without independently fact-checking their accuracy.

Additional Services or features. PlayPlay may offer to the Customer additional services or features, in a form and according to functionalities and technical means that PlayPlay deems most appropriate, throughout the Term. Any such additional services or features agreed between the Parties will be subject to a new Quote, which may require Customer’s payment of additional fees for such additional services or features. Upon Customer’s acceptance in writing (including by email) of any such new Quote for additional services or features, such Quote shall become a part of the Contract.

4. DURATION

Trial. The Contract comes into effect on the start date of the Trial and ends at the conclusion of the subscribed Trial period.

Subscription. The Contract comes into effect on the date agreed upon in the Quote or, if no date is agreed upon, on the date the Customer has signed the Quote (either electronically or manually) and shall end on the date agreed upon in the Quote (the "Initial Term"). Such Initial Term will then automatically renew for identical successive periods (each a “Renewal Term”), unless terminated by either Party for any reason at least sixty (60) calendar days prior to the end of the then-current contractual period, by registered letter with acknowledgment of receipt or by any other recognized postal means providing proof of sending and safe receipt addressed to the contact of the other Party as mentioned in the Quote.

Non-Renewal. In the event of termination or non-renewal of the Contract in accordance with this Section ‎4, the termination will become effective at the end of the then-current contractual period (Initial Term or Renewal Term), provided that the Customer must pay the fees for the then-current contractual period in full in accordance with the requirements of Section ‎5.

Effect of Termination. Within thirty (30) days of the termination of the Contract, PlayPlay will delete the Customer Account and User Accounts associated with the Contract, including any Customer Content and Videos uploaded into or created using any such accounts.

5. FINANCIAL TERMS

Price. The price for the Subscription shall be indicated on the Quote. PlayPlay may increase by 5% (exclusive of any applicable tax) the price stated in the Quote at the date of each renewal of the Contract.

Billing terms shall be specified in the Quote. Unless otherwise specified in the Quote, invoices are issued on an annual basis and are sent to the Customer by any means at the beginning of each contractual period and/or thirty (30) days prior to the date of renewal of the Contract. Invoices must be paid within thirty (30) calendar days from the date of the invoice.

Any modification of the conditions of Customer’s Subscription (such as with regards to the number of Users, the duration of the subscription, or the Services) may incur a modification of the fees for the Services and will be the subject of a new Quote.

Delays of Payment. In case of non-payment of all or part of an amount due pursuant to the Contract on its due date:

  • any and all sums that the Customer owes to PlayPlay pursuant to the Contract will become immediately payable;
  • any amounts not paid by the Customer when due will bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, computed and compounded on a daily basis from the date due until the date paid;

We reserve the right to immediately suspend the access to the Platform and the Services until full payment of all amounts due pursuant to the Contract have been received by PlayPlay.

Stripe . Payment of the fees for the Subscription may be made by the Customer by direct debit from Customer’s bank account which details have been provided to PlayPlay. The direct debit is carried out by the secure payment provider, STRIPE, to whom PlayPlay entrusts the storage of Customer’s bank account details for this purpose. PlayPlay does not store any banking data. By paying for the Subscription, the Customer agrees to be bound by STRIPE’s applicable terms and conditions, as well as STRIPE’s Privacy Policy located at https://stripe.com/us/privacy/. The Customer hereby consents and authorizes PlayPlay and STRIPE to share any information and payment instructions provided by the Customer to the extent required to complete transactions. The subscription fee is due and charged automatically on the date of the subscription of the Subscription Offer, and then on the date of each automatic renewal of the Contract. The Customer warrants to PlayPlay that the Customer has all necessary authorizations to use this payment method, and to take all necessary steps to ensure the safe implementation of the direct debit.

Pricing Modifications. PlayPlay may change the pricing of the Subscriptions Offer at any time and at PlayPlay’s sole discretion. PlayPlay will notify the Customer at least one (1) month before the effective date of the price changes by any written means, including by email. Once effective, the new rate will be applied upon the next renewal of the Contract. If the Customer does not accept the new price, the Customer must terminate the Contract in accordance with Section ‎4. In the absence of termination of the Contract, the Customer shall be deemed to have accepted the new price.

6. CONTENT; OWNERSHIP

Website; Platform; Services; PlayPlay Content. The Website and its entire content, features, and functionality including but not limited to: (i) the Services and the Platform; (ii) any systems, software, structures, infrastructures, and databases used, operated, or provided by PlayPlay in the provision of the Website, the Services and/or the Platform; and (iii) information and content of any kind (such as Templates, Screens, Libraries, texts, displays, images, videos, and audio) and the design, selection, and arrangement thereof (the “PlayPlay Content”) made available to the Customer by PlayPlay through the Website or the Platform, are protected by intellectual property rights (including copyrights and database rights) that are, and shall continue to be, owned by PlayPlay and/or its licensors.

Customer Content. As part of the Services, PlayPlay may, in its sole discretion, permit the Customer to post, upload, publish, submit or transmit certain Customer Content on the Platform. By making available any Customer Content on or through the Platform, the Customer (i) hereby grants to PlayPlay, its Affiliates and service providers a worldwide, non-exclusive, fully sublicensable right to use, reproduce, modify, perform, display, and create derivative works of any Customer Content in connection with the Website, the Services and the Platform, and (ii) waive any and all moral and publicity rights that the Customer may have in and to Customer Content with respect to any of the foregoing uses. The Customer shall retain all right, title, and interest in and to such Customer Content, and nothing in these Terms and Conditions will be deemed to restrict any rights that the Customer may have to use and exploit any Customer Content. If the Customer does not want to grant PlayPlay permission to use the Customer Content in accordance with these Terms and Conditions, the Customer shall nott post, upload, publish, submit or transmit Customer Content on the Platform. The Customer is solely responsible for the Customer Content uploaded on the Platform and integrated into the Videos.

The following content standards apply to all Customer Content that the Customer makes available on the Platform. Customer Content, in its entirety, must comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Customer Content must not:

  • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property rights or other rights of any other person;
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions or PlayPlay’s Privacy Policy; or
  • Promote any illegal activity or advocate, promote, or assist any unlawful act.

Ownership of the Videos. Customer shall own all right, title, and interest in and to the Videos created by the Customer and its Users on the Platform. The Customer is, therefore, free to use such Videos, including for commercial purposes, subject to Customer’s compliance with the provisions of the Charters. The Customer hereby grants to PlayPlay, its Affiliates, and service providers, a worldwide, non-exclusive, fully sublicensable right to access, use, reproduce, modify, perform, display, and create derivative works of the Videos solely as necessary to provide the Services during the Term.

Libraries. The Customer acknowledges that it has read the Charters governing the use of the Libraries made available on the Platform and shall fully comply, and shall cause Customer’s Users to fully comply with such Charters. PlayPlay shall not be held liable in any way for any use of the Libraries that does not comply with the Charters. The Charters may be updated at any time. In the event of such an update, as soon as the update is transmitted to the Customer by PlayPlay, the Customer shall communicate such update effectively to Customer’s Users and give access to and/or transmit the updated Charter to all of Customer’s Users.

Video Non-compliance. The Customer shall promptly cease exploiting in any manner, upon PlayPlay’s request, any Video that does not comply with the terms of this Contract and any Video that is identified by the owner of any intellectual property right as infringing such owner’s rights.

7. REPRESENTATION AND WARRANTIES

Customer Representations and Warranties. The Customer represents and warrants that it will make lawful use of the Customer Content and the Libraries. In particular, the Customer agrees not to generate and/or broadcast Videos that:

  • May not be in compliance with the Charters;
  • May be against public order and morality (e.g., pornographic, obscene, indecent, shocking or unsuitable for a family audience, defamatory, insulting, violent, racist, xenophobic or revisionist);
  • May infringe the rights of third parties (including intellectual property rights and personality rights), violate a contractual provision, or violate any laws or regulations;
  • May be harmful to third parties in any way whatsoever;
  • May be misleading, deceptive or proposing or promoting illegal, fraudulent or deceptive activities;
  • May be harmful to the computer systems of others.

The Customer represents and warrants to PlayPlay that: (i) the Customer either is the sole and exclusive owner of all of Customer Content that he makes available on the Platform, or he has all rights, licenses, consents, and releases that are necessary to grant to PlayPlay, its Affiliates, and service providers the rights in Customer Content and/or Videos, as contemplated under these Terms and Conditions; (ii) all Customer Content and/or Videos do and will comply with these Terms and Conditions; and (iii) neither Customer Content and/or Videos nor Customer’s posting, uploading, publication, submission, or transmittal of Customer Content and/or Videos or PlayPlay’s use of Customer Content and/or Videos (or any portion thereof) on the Website or the Platform, through or by means of the Services will infringe, misappropriate or violate any rights of any person or entity, including without limitation, any patent, copyright, trademark, trade secret, moral rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

The Customer is fully responsible for, and PlayPlay shall not have any responsibility or liability for:

  • Customer’s compliance with laws and regulations applicable to its activity;
  • The management of Customer’s social networks accounts and websites in compliance with applicable contractual provisions, and any applicable laws and regulations.

PlayPlay Representations and Warranties; Disclaimers. PlayPlay represents and warrants that PlayPlay (i) will use Customer Content only for the purpose of performing the Services, (ii) will not make Customer Content and/or Videos available to third parties or other Customers, and (iii) will delete Customer Content and/or Videos within thirty (30) days of the termination of the Contract between the Customer and PlayPlay.

PlayPlay further represents and warrants that PlayPlay has all necessary rights and permissions to grant to the Customer the rights to use the Templates, Screens, and the Libraries, subject to Customer’s compliance with the Charters.

In the event the Platform (including the Libraries) is found to infringe any third parties’ intellectual property rights, PlayPlay will, at its discretion and at its costs:

  • replace or modify the infringing elements;
  • obtain an appropriate license from the said third parties at no additional costs to the Customer; or
  • terminate the Contract and reimburse to the Customer the portion of the amount already paid to PlayPlay for Services during the remainder of the Term that the Customer will not receive from PlayPlay.

DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS OR AS REQUIRED BY APPLICABLE LAW, PLAYPLAY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY, ACCURACY, NON-INFRINGEMENT OR USEFULNESS), WITH RESPECT TO THE PLATFORM, WEBSITE, PLAYPLAY CONTENT OR SERVICES. PLAYPLAY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE OR USE. IN PARTICULAR, PLAYPLAY MAKES NO WARRANTY OR REPRESENTATION THAT: (1) THE WEBSITE, PLATFORM, OR SERVICES, INCLUDING THE INFORMATION, CONTENT, DATA, TEMPLATES, SCREENS, LIBRARIES, AND/OR THE FINAL ASPECT OF THE VIDEOS WILL MEET ALL OF CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (2) THE INFORMATION, CONTENT, AND DATA ON THE WEBSITE OR PLATFORM ARE ACCURATE; (3) CUSTOMER’S USE OF THE SERVICES AND/OR PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (4) ANY ERRORS OR DEFECTS WILL BE CORRECTED; OR (5) PLAYPLAY’S WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PLAYPLAY WILL NOT BE RESPONSIBLE FOR ANY DECISIONS MADE BY THE CUSTOMER OR ANY THIRD PARTY DESIGNATED BY THE CUSTOMER WHILE CREATING VIDEOS. SIMILARLY, PLAYPLAY WILL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED BY THE USE OF THE CUSTOMER CONTENT AND/OR THE VIDEOS, EVEN IF PLAYPLAY HAS AGREED TO WATERMARK THE VIDEOS.

THE WEBSITE, THE PLATFORM, THE SERVICES, THE PLAYPLAY CONTENT, AND ANY OTHER ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND AS AVAILABLE BASIS, WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE CUSTOMER USE OF THE WEBSITE, THE PLATFORM, THE SERVICES, THE PLAYPLAY CONTENT, AND ANY OTHER ITEMS OBTAINED THROUGH THE WEBSITE IS SOLELY AT CUSTOMER’S OWN RISK. THE CUSTOMER ASSUMES FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM CUSTOMER’S USE OF THE WEBSITE, THE PLATFORM, THE SERVICES, THE PLAYPLAY CONTENT, AND ANY OTHER ITEMS OBTAINED THROUGH THE WEBSITE.

The Customer understands that PlayPlay cannot and does not guarantee or warrants that files available for downloading from the Internet or the Website will be free of viruses or other destructive code. The Customer is responsible for implementing sufficient procedures and checkpoints to satisfy Customer’s particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to PlayPlay’s Website for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, PLAYPLAY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT CUSTOMER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO CUSTOMER’S USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO CUSTOMER’S DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

8. HOSTING, SECURITY, AVAILABILITY AND MAINTENANCE OF THE PLATFORM

Hosting. PlayPlay will make commercially reasonable efforts to ensure the Platform is hosted through a professional hosting provider, on servers located in the European Union, and in accordance with standard practices. As part of this hosting service, PlayPlay agrees to provide the Customer with sufficient storage and processing capacity for normal use of the Platform. PlayPlay is responsible for the operation of its servers, up to the connection points.

Security. PlayPlay will implement commercially reasonable technical measures to ensure the security of the Platform and related services, including protecting and monitoring the infrastructure, controlling physical and/or intangible access to such infrastructure, and implementing detection, prevention, and recovery measures to protect the servers from malicious acts.

PlayPlay will conduct regular checks to verify the operation and accessibility of its Website and the Platform. In this regard, PlayPlay reserves the right to temporarily interrupt access to its Website and/or Platform for maintenance purposes.

Availability. PlayPlay will make commercially reasonable efforts to provide continuous access to the Platform (24 hours a day, 7 days a week).

PlayPlay shall not be liable for any temporary difficulties related to access to the Platform that may arise from:

  • Circumstances external to PlayPlay’s network (especially the partial or total failure of the Customer's servers, particularly in the case of SSO login).
  • Failure of equipment, cabling, services, or networks not included in the Services or not under PlayPlay’s responsibility.
  • Interruption of the Services due to telecom operators or Internet access providers.
  • Scheduled or otherwise necessary maintenance of the Website or the Platform.

Evolutive maintenance. At its sole discretion, PlayPlay will provide the following services without additional cost during the Term:

  • Improvements to the functionality of the Platform, in relation to its ergonomics, speed of execution, or efficiency, and/or any revisions aiming to add new minor features. The nature and regularity of such updates are at PlayPlay's discretion. The Customer acknowledges and agrees that these updates may be made automatically and without prior notice.
  • Major changes to the Platform that improve the Video creation experience and make it impossible to edit Videos created with a previous version of the Platform, subject to prior notification to the Customer at least thirty (30) calendar days before the implementation of any such major changes.

Support. Users can access support from PlayPlay via a chatbox accessible from their User Account, on business days from 9 am to 7pm EST. Depending on the identified need, PlayPlay will assess the response time and keep the Customer updated.

9. SANCTIONS IN CASE OF BREACHES

In case of breach by the Customer of any of the provisions of the Contract, PlayPlay reserves the right to exercise one or more of the following remedies:

  • Suspend access to the Platform and the Services until the breach is remedied (e.g., in case of non-payment).
  • Suspend access to the Platform and the Services for all or a portion of the Users (e.g., if a User Account is shared among multiple individuals).
  • Remove any Customer Content and/or Videos related to the breach from the Platform.
  • Terminate the Contract by sending to the Customer a registered letter with acknowledgement of receipt or by any other recognized postal means providing proof of sending and safe receipt, with termination taking effect on the date of Customer’s receipt of such letter. Termination of the Contract will result in the deletion of the Customer Account and User Accounts.
  • Request, by sending a letter to the Customer, that the Customer remedies the breach within a maximum of fifteen (15) calendar days from the date of receipt of such letter. It is specified that the Contract will automatically terminate at the expiration of such period if the breach has not been remedied. Termination of the Contract will result in the deletion of the Customer Account and User Accounts.
  • Notify any competent authority, cooperate with, and provide such authority with all useful information related to any illegal or illicit activities.
  • Initiate any legal action against the Customer.

The Customer acknowledges and agrees that, in the event of suspension and/or deletion of a Customer Account or User Account pursuant to this Section ‎9, no refund will be due to the Customer.

10. CONFIDENTIALITY

Confidential Information. “Confidential Information” means any trade secrets or other confidential and/or proprietary information, documents, or materials, regardless of format, disclosed by one Party to the other Party under the Contract. This includes information that is either conspicuously marked or otherwise identified as confidential or proprietary at the time of disclosure or should reasonably be understood by the receiving Party to be confidential based upon the nature of the information disclosed or the circumstances of the disclosure. Notwithstanding the foregoing, Confidential Information excludes any information that is:
(a) independently developed by or for the receiving Party by any person or persons who had no knowledge of Confidential Information as evidenced by written documentation;
(b) acquired by the receiving Party from a third party who had the lawful right to disclose such information and who did not obtain such information under an obligation of confidentiality to either Party;
(c) known to the receiving Party previously, without a duty of confidentiality; or
(d) known to the public other than by disclosure by the receiving Party in violation of the Contract.

Non-disclosure. Each Party will not use the other Party’s Confidential Information for any purposes other than in carrying out its obligations or exercising its rights under the Contract. Each Party will not disclose or allow access to the Confidential Information of the other Party except to those employees, representatives, or personnel who have a need to know such Confidential Information for the purpose of the Contract, provided that such Parties are bound by obligations of confidentiality no less protective than the terms of these Terms and Conditions. The confidentiality obligation in this Section 10.2 shall continue for three (3) years after the termination or expiration of the Contract.

Compelled Disclosure. If the receiving Party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the other Party, it will, to the extent legally permissible, promptly notify the other Party. If requested by the other Party, the receiving Party will tender to the other Party the defense of the subpoena or process. The receiving Party will cooperate (at the expense of the other Party) in opposing the subpoena or process, if requested by the other Party. Unless the subpoena or process is timely limited, quashed, or extended, the receiving Party will then be entitled to comply with the request to the extent permitted by law.

11. PERSONAL DATA

PlayPlay and the Customer undertake, each insofar as it is concerned, to comply with all legal and regulatory obligations applicable to them regarding personal data protection, including, as applicable, all United States privacy laws, the GDPR, and the California Consumer Privacy Act of 2018. The Customer acknowledges that its personal data is processed by PlayPlay as stated in PlayPlay’s Data Processing Agreement available via the following link: https://playplay.com/dpa .

12. AUDIT

During the Term, PlayPlay may, at its own expense and by providing Customer with at least thirty (30) days' prior notice by email, request an audit to verify the conditions under which the Platform is being used by the Customer, including compliance with the Contract and, if applicable, adherence to the authorized number of Users.

It is expressly agreed between PlayPlay and the Customer that this audit may be conducted by PlayPlay's internal auditors or by an external provider of its choice, provided that the Customer may express any reservations to PlayPlay regarding the choice of the auditor. PlayPlay may, at its sole discretion, decide whether to retain the selected auditor.

The Customer shall grant the auditor access to any relevant documents for the purpose of the audit. PlayPlay agrees to comply with, and ensure that the auditor complies with, the Customer's reasonable requirements for confidentiality protection.

PlayPlay will furnish the Customer with a copy of the audit report by any written means. The Customer shall provide PlayPlay with any comments on the audit report within thirty (30) calendar days after its receipt. If an audit report reveals any non-compliant use of the Platform by the Customer, the Customer agrees to promptly rectify such non-compliance at its own expense and as soon as possible. Additionally, the Customer agrees to promptly reimburse PlayPlay for any costs and fees incurred in connection with the audit, upon presentation of the relevant invoice, without prejudice to any other action or recourse that may be initiated by PlayPlay under applicable law(s).

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUSTOMER AGREES THAT PLAYPLAY AND ITS AFFILIATES AND AGENTS, AND ALL OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, AND AGENTS (COLLECTIVELY, THE “PLAYPLAY PARTIES”) WILL NOT BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, FOR: (A) ANY LOSS OF PROFITS OR REVENUE OR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT PLAYPLAY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES; OR (B) ANY LOSS OR DAMAGES INCURRED AS A RESULT OF UNAUTHORIZED ACCESS TO CUSTOMER ACCOUNT WHICH IS BEYOND PLAYPLAY’S REASONABLE CONTROL. EXCEPT AS PROHIBITED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE PLAYPLAY PARTIES FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS OR CUSTOMER’S USE OF THE WEBSITE, PLATFORM, PLAYPLAY CONTENT, OR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE CUSTOMER TO PLAYPLAY WITHIN THE 12 (TWELVE) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

14. INDEMNIFICATION

Customer agrees to defend, indemnify and hold harmless the PlayPlay Parties from and against any and all liabilities, claims, expenses, and damages, including reasonable attorneys’ fees and costs, arising out of or in connection with (a) the Customer or Customer’s Users’ use of the Website, the Platform, PlayPlay Content, or Services; (b) the Customer Content; (c) any infringement, misappropriation, or violation of any third party intellectual property rights by the Customer or any of the Customer’s Users; or (c) any breach of the Contract by the Customer or any of Customer’s Users.

15. RETURN/DESTRUCTION OF MATERIALS.

In the event of termination of the contract, regardless of the cause, PlayPlay agrees to return or destroy, at the Customer's option and free of charge, upon the Customer's request by email and within one (1) month of receipt of such request, all Customer Content and Videos in a standard human-readable format. The Customer will actively cooperate with PlayPlay to facilitate the return of Customer Content and Videos.

16. MISCELLANEOUS

Entire Agreement. The Contract is the final, complete, and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes all prior discussions between the Parties with respect to such subject matter. In case of any conflict between the provisions of the various contractual documents, the provisions of the Quote shall prevail over those of these Terms and Conditions. Any general or specific conditions issued by the Customer shall not constitute a part of the Contract between Customer and PlayPlay.

Business References. Unless otherwise expressly stated in the Quote or communicated by the Customer to PlayPlay by any written means, Customer authorizes PlayPlay to use its name, brand, and logo as a commercial reference, in any medium and in any form whatsoever, during the Term and one (1) year thereafter. For the avoidance of doubt, the Customer shall not use PlayPlay’s name, brand, logo, or other trademarks for any purpose without the prior written consent of PlayPlay.

Customer agrees that its Videos may be broadcasted, free of charge, by PlayPlay on its social media accounts, as well as in presentations of its business, by any means and on any medium, for internal and/or external promotion and communication purposes. Moreover, Customer acknowledges that it may be difficult to remove Videos from social media networks or other sharing websites (such as Facebook, Instagram, YouTube, etc.) and agrees that its Videos may remain on such social media networks and/or sharing websites as originally posted. It is understood that upon termination of the Contract, PlayPlay will not republish such Videos.

Modification of the Terms and Conditions. PlayPlay reserves the right to modify these terms and conditions at any time. The Customer will be notified of such modifications through various means, including email, at least one (1) month before they come into effect. The new terms and conditions will apply upon the renewal of the Customer’s Subscription after the effective date of said modifications. If the Customer does not accept the new terms and conditions, they must terminate their Subscription in accordance with the provisions outlined in the "Duration" section. Otherwise, the Customer will be deemed to have accepted the new terms and conditions from the renewal date onwards.

Applicable Law and Dispute Resolution. The Contract shall be governed by the laws of the State of New York. Any dispute which may arise in connection with its validity, interpretation or performance shall be subject to the exclusive jurisdiction of the competent courts of the State of New York. At PlayPlay’s sole discretion, PlayPlay may require Customer to submit any disputes arising from these Terms and Conditions or use of the Website, the Platform, the Services or PlayPlay Content, including disputes arising from or concerning the interpretation, violation, invalidity, non-performance, or termination of the Contract, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying the law of the State of New York.

Notice. Any notice required or permitted to be given by either Party to the other shall be deemed sufficient if sent by registered or certified mail, postage prepaid, or by email, addressed by the Party giving notice to the other Party at the last address furnished by the other Party to the Party giving notice.

If to PlayPlay:
[email protected]

If to Customer:
At the contact information provided in the Customer Account.

Waiver. Any waiver or failure to enforce any provision of these Terms and Conditions or the Contract on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Rights and Remedies. Unless stated otherwise, all remedies provided for in these Terms and Conditions or the Contract shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.

Severability. Should any provision of these Terms and Conditions or the Contract be determined to be void, invalid, unenforceable, or illegal for whatever reason, such provision(s) shall be null and void; provided, however, that the remaining provisions of these Terms and Conditions and the Contract shall be unaffected thereby and shall continue to be valid and enforceable.

Assignment. These Terms and Conditions and/or the Contract, and Customer’s rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by the Customer without PlayPlay’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. PlayPlay may assign or transfer PlayPlay’s rights and obligations under these Terms and Conditions and/or the Contract. PlayPlay will notify PlayPlay’s active Customers in writing in the event of any assignment of the Contract by PlayPlay.

Force Majeure. PlayPlay shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, power or Internet outage, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.