IMPORTANT – PLEASE READ CAREFULLY

These Terms of Service (“Terms”) constitute a legal agreement between you (either as an individual or an entity) and Playwire LLC, its suppliers and licensors (collectively, “Playwire” or “Agent”). These Terms govern your use of Playwire’s services (the “Services”) and Playwire’s technology and all other Playwire platforms and networks (collectively, the “Platforms and Networks”)

By using the Services, Platforms and Networks, you agree that your use is subject to these Terms. Your use of the Services, Platforms and/or Networks acknowledges that you have read these Terms, understand them, and agree to be bound by all of the terms and conditions stated herein. If you do not agree to these Terms, click on the “cancel” button and do not use the Services, Platforms and/or Networks.

If you have entered into a written agreement with Playwire that incorporates these Terms by reference therein, then you have agreed to be bound by the Terms stated herein (even if you do not click to accept as described above).

By accepting these Terms, you represent that you are authorized to use the Services, Platforms and Networks and accept the obligations set forth herein on your own behalf or on behalf of another person or entity. any and all unauthorized use of the Services, Platforms and Networks is strictly prohibited. You on your own behalf or on behalf of another person or entity are also referred to herein as “Publisher”.

Playwire reserves the right, at its sole discretion, to alter or update these Terms and/or the Services, Platforms and/or Networks at any time with or without notice. You agree to be bound by subsequent changes and acknowledge that Playwire shall have no liability to you as a result of any such changes.

You acknowledge and agree that any and all uses of the Services, Platforms and/or Networks are further subject to Playwire’s privacy policy located at www.playwire.com/privacy-policy/ (“Privacy Policy”) and Code of Conduct located at www.playwire.com/code-of-conduct (“Code of Conduct”), which may be updated from time to time by Playwire with or without notice.

1. Definitions.

1.1 “Advertising”, for purposes of this Agreement, shall be defined as any and all text, graphical, audio, and/or video advertisements served on the Property, including, but not limited to, advertisements sold by Agent, sponsorships, affiliate programs and any other revenue-generating or value-creating placements on the Property that Agent sells. If Publisher, either directly or indirectly through a third party, sells advertising in violation of the foregoing, Publisher agrees to immediately remove such advertisements from the Property. (Any party placing Advertising on the Property through Agent’s provision of the Services is referred to in this Agreement as an “Advertiser.”)

1.2 “Advertiser” may include advertisers (the products or services of which are the subject of an Advertisement), as well as ad networks, DSPs, SSPs, exchanges, agencies, and other partners and intermediaries involved in the placement of Advertising that is sold by Agent.

1.3 “Content” means any and all digital, audio and video materials including, without limitation, text, logos, artwork, graphics, pictures, advertisements, sound and other related intellectual property contained in materials uploaded or otherwise provided by, or viewed by, you and/or your agent and/or your End Users in connection with the Services.

1.4 “Direct Sales” are defined by the Agent in its sole and absolute discretion. Direct Sales may include but are not limited to any direct insertion order, Private and Preferred deals, Programmatic Guarantee (PG) or curated demand. Agent will have the right in its sole discretion to deem sales as Indirect Sales.

1.5 “End User” is defined as the recipient of the Advertising via the usage of the Property.

1.6 “Net Revenue” is defined as (i) all revenue actually received by Playwire from advertising placed on the Property less (ii) less Playwires’s actual costs in fulfilling the underlying Advertising related thereto, including, but not limited to, general advertising fulfillment costs, ad-creation costs, commissions and advertising agency fees (“Net Revenue”). Agency, in its sole and absolute discretion, shall determine what sales constitute Direct Sales.

1.7 “Property” is defined as websites, desktop applications, mobile applications, over-the-top (OTT), connected television (CTV) and anywhere else ads are being delivered specified on an agreement with an Advertiser as well as in connection with any of the Property’s URLs, redirected URLs anywhere in the world where there exists a contractual right to serve such Advertising.

1.8 “Term”, “Initial Term” and “Extended Term” are defined in Section 3.

2. Grant of Licenses; Scope of License; Restrictions.

2.1 Representation

(A) Subject to these Terms and throughout the Term, Agent shall have the exclusive, worldwide right to represent the Publisher for the sale and placement of Advertising in all mediums and forms, now known or later developed (“Advertising Inventory”)in connection with the Property.

2.2 Publisher agrees to the following:

(A) Publisher agrees to grant Agent constant access to Publisher’s account in Google Analytics.

(B) Publisher shall have linked access to its privacy policy on the bottom of each page of Publisher’s website.

(C) Agent may immediately terminate at our sole discretion Publisher’s account if Publisher does not have an ads.txt file approved by Agent set up on the Property in accordance with the latest Interactive Advertising Bureau (“IAB’) specifications and kept up to date.

(D) Publisher must include a listing for Agent in its website’s Contact Us/Contact page. This listing must include Agent’s information and direct email listing for sales@playwire.com.

2.3 Scope of Use

(A) Responsibility for Content. You are solely responsible for all matters arising out of or in connection with the Content including, without limitation, ensuring that the Content does not include Prohibited Content (as defined herein) and does not violate any third-party rights, as further described therein and elsewhere in these Terms.

(B) Content. Playwire and the Services, Platforms and Networks are passive conduits of the Content and Playwire has no obligation (and undertakes no responsibility or liability for any obligation) to undertake to review, monitor or oversee Content submitted, uploaded, distributed or retrieved in connection with use of the Services, Platforms and Networks. You further acknowledge and agree that the Services, Platforms and Networks and the Content provided by third parties may contain errors or omissions. You acknowledge and agree that Playwire does not screen or review published Content on the Services, Platforms and Networks to determine whether it contains false or defamatory material, or material which is offensive, indecent, objectionable, or which contains errors or omissions. Under no circumstances will Playwire be liable in any way for any End User or other third-party Content, including, but not limited to, for any defamation, falsehoods, errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use or publication of any such content posted, delivered, emailed or otherwise transmitted via the Services, Platforms and Networks. Playwire does not guarantee that any Content will be to your satisfaction. You acknowledge Playwire is not responsible for preventing or identifying infringement of intellectual property rights or other violations associations with the Content, and Playwire assumes no responsibility for screening or monitoring for possible (i) infringement or enforcing your rights or third-party rights with respect to Content, (ii) unlawful, inappropriate or unpermitted use, (iii) libel, falsehoods, errors or omissions contained in Content, or (iv) noncompliance with FCC or other governmental laws and/or regulations.

(C) Content Preservation and Disclosure. You expressly acknowledge and agree that Playwire may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims that any Content violates the rights of third-parties; or (iv) protect the rights, property, or personal safety of Playwire, End Users and/or the public. You acknowledge and agree that the technical processing and transmission of the Services, including your Content, may involve (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

2.4 COPPA Compliance Requirements.

(A) If the Property(ies) is directed to children under 13 years of age, you must comply with Children’s Online Privacy Protection Act of 1998 (15 U.S.C. § 6501 et seq.) and its implementing regulations (16 C.F.R. 312.1 et seq.) (“COPPA”) (the “COPPA Properties”). If there is any change to COPPA laws, including but not limited to the age changes, then Publisher shall implement all such changes as required by COPPA laws and Publisher will indemnify, defend and hold Agent harmless if Publisher fails to make such change. Further, if Publisher fails to implement these changes, Agent may terminate this Agreement in its sole discretion..

(B) Notification of Advertisers: Playwire will inform all potential Advertisers that the COPPA Properties are directed to children, that they are subject to COPPA, and that all Advertising placed on the COPPA Properties must therefore be contextual and not behaviorally targeted, and in any event must fully comply with COPPA to the best of its ability. For Advertising placed indirectly through Agent’s relationship with any ad exchange, ad network, or other such source of demand for Advertising Inventory (“Non-Direct Advertising”), Playwire will use the applicable Advertiser’s designated mechanism for identifying the COPPA Properties as child-directed.

2.5 Consent Management Platform.

Publisher agrees to having an IAB-certified and Playwire approved Consent Management Platform in place. Agent shall have the right to terminate this Agreement at any time if Publisher fails to activate and maintain an approved consent management platform.

2.6 Restrictions and Other Obligations.

(A) General Restrictions. You are expressly prohibited from: (i) selling, renting, leasing, sublicensing otherwise transferring or distributing any copies of the Services, Platforms and Networks to third parties; (ii) modifying, translating, reverse engineering, decompiling, or disassembling the Services, Platforms and Networks or altering any accompanying documentation; (iii) creating derivative works based upon the Services, Platforms and Networks; (iv) altering, destroying or otherwise removing any proprietary notices, images or logos displayed, provided on or embedded within the Services, Platforms and Networks; (v) restricting or inhibiting others’ use or enjoyment of the Services, Platforms and Networks; (vi) gaining unauthorized access to other accounts; (vii) impersonating or otherwise misrepresenting any person or entity, or making false or misleading indications of origin or fact; (viii) interfering with or disrupting the Services, Platforms and Networks or Playwire’s servers or networks connected thereto, or disobeying any requirements, procedures, policies or regulations of networks connected to the Services, Platforms and Networks; (ix) collecting or storing personally identifying information about other End Users for commercial or unlawful purposes; (x) impersonating any person or entity, including, but not limited to Playwire (or one of its suppliers) officials, employees, or falsely stating or otherwise misrepresenting your affiliation with a person or entity or employ misleading email addresses or falsify information in the header, footer, return path, or any part of any communication, including emails, transmitted through the Services, Platforms and Networks; and (xi) any activities that constitute or aid in software piracy, including but not limited to making available tools that can be used for no purpose other than for “cracking” software or other copyrighted Content. All of the foregoing prohibited activities set forth in this Section 2.6(A) are individually and collectively referred to herein as “Prohibited Activities”. In addition to the Terms, you further acknowledge that you have read and agree to the terms of Playwire’s Code of Conduct and Playwire’s Privacy Policy.

(B) Prohibited Content. You shall not use the Services, Platforms and Networks to upload, download, post, e-mail, transmit, transfer, distribute, display or link to Content that: (i) promotes illegal activity, or provides instructions for illegal activity; (ii) exploits images or discloses personally identifiable information of children under eighteen (18) years of age or otherwise harms minors in any way; (iii) you do not have the right to use for the purposes of the Services, Platforms and/or Networks, including but not limited to Content that you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships including but not limited to inside information and confidential information learned or disclosed as part of employment or agency relationships or pursuant to nondisclosure agreements; (iv) is unlawful, harmful, threatening, abusive, violent, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful or racially, sexually, ethnically or otherwise objectionable; (v) infringes the intellectual property or proprietary rights of any third-party or contributes to inducing or facilitating such infringement; (vi) is in any way related to any raffle, sweepstakes, contest or game requiring a fee by participants; (vii) directly or indirectly is used for “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other like form of solicitation; (viii) contains any malicious or invasive software, or that could diminish the quality of, interfere with the performance of, or impair the functionality of the Services; or (ix) contains advertising, offers for sale, or sells any item you are prohibited from advertising or selling by any applicable local, state, national, or international law, including regulations having the force of law, or advertising, offers for sale, or sales any of the following items: any firearms, explosives, or weapons; any food that is not packaged or does not comply with all laws governing the sale of food to consumers by commercial merchants; any alcoholic beverages which are not legal drinking age/LDA compliant; any tobacco products for human consumption, including, without limitation, cigarettes and cigars but excluding legally compliant vaping products, any items that are indecent or obscene, that are hateful or racially, sexually, ethnically or otherwise objectionable, that contain child pornography, that are otherwise pornographic in nature; any controlled substances or pharmaceuticals; any items that are counterfeit or stolen; any dangerous items; any goods or services that do not, in fact, exist; any registered or unregistered securities; any items that violate or infringe the rights of other parties; any items that you do not have the legal right to sell; any items were doing so through Playwire or the Services, Platforms and/or Networks would cause Playwire to violate any law. All of the foregoing prohibited uses set forth in this Section are individually and collectively referred to herein as “Prohibited Content”.

(C) Other Legal Restrictions. The Services, Platforms and Networks may not be used to intentionally or unintentionally violate any applicable local, state, national or international law, including, without limitation, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law or use Playwire or the Services, Platforms and/or Networks to sell, purchase, or offer to sell or purchase any registered or unregistered securities, or upload, post, email, otherwise transmit, or post links to any material that is false, misleading, or designed to manipulate any equity, security, or other market. You agree to comply with all applicable laws, rules and regulations that apply to their use of the Services, Platforms and/or Networks. You, and not Playwire, shall be responsible for ensuring that your use of the Services, Platforms and/or Networks does not constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law, regulation or ordinance, including, without limitation, U.S. law, regarding the transmission of copyrighted, trademarked Content or personally identifiable information or controlled technical data.

(D) Age Restriction. Use of the Services, Platforms and Networks is not intended for persons under the age of 18 (“Minors”). Minors are not authorized by Playwire to use the Services, even if Minors set up an account or accept the terms of any agreement. Parents or guardians may authorize Minors between the ages of 13 and 17 to use the Services, provided parents/guardians assume all responsibility and legal liability for the conduct of such Minor including, without limitation, monitoring the Minor’s access and use of the Services. If Playwire learns that anyone under the age of 18 is using the Services, Playwire will require verified parental or guardian consent, in accordance with COPPA.

(E) By using the Platforms and Networks, you hereby grant Playwire a worldwide, perpetual, royalty-free, fully paid, non-exclusive and sublicensable license to use any data submitted to Playwire for its own business intelligence, white paper, incident detection, and product-improvement purposes in an aggregated and anonymized format.

(F) ComScore Assignment. Publisher shall sign the Traffic Assignment Letter for ComScore Inc Reporting, agreeing to assign traffic to Playwire.

3. Term and Termination of Services

This Agreement shall remain in effect for a period from the date herein (the "Initial Term"). Either party may terminate this Agreement by providing the other party with at least sixty (60) days’ notice after the first three (3) months of the Initial Term (a “Termination Notice”). Unless previously terminated by notice as provided above, at the end of the Initial Term this Agreement shall renew for additional terms of twelve (12) months each (each an “Extended Term”) unless and until either party serves the other party with a Termination Notice.

3.1 Termination by Playwire.

Playwire may, in its sole discretion, suspend all ad serving or any portion thereof at any time if Publisher breaches the terms of this Agreement or for any other reason that Agent believes may adversely affect our Advertisers, advertising partners or the integrity of our network, in which case Agent will promptly (but not less than twenty-four (24) hours after such suspension) provide Publisher with a written explanation of the reason for the suspension. In addition, Playwire may terminate or suspend your access to the Services, Platforms and/or Networks: (a) should you fail to comply with a term or condition these Terms and/or any applicable services agreement or other written agreement between you and Playwire as determined by Playwire in its sole discretion (unless stated otherwise); (b) for any conduct that Playwire believes is or may be directly or indirectly harmful to other End Users, to Playwire or its subsidiaries, affiliates, or business contractors, business partners, suppliers, or to other third parties; (c) for any conduct that Playwire believes may be a violation of third-party rights such as copyright, trademark and rights of privacy and publicity or a violation of Playwire’s Prohibited Activities or restrictions on Prohibited Content (each as further described in Section 2.3 above); (d) interference with the proper functionality of any or all the Services, Platforms and Networks or those of Playwire’s suppliers, including, without limitation, removing any scripts from their pages; (e) engaging in activity that is deceptive or fraudulent in behavior nature as determined by Playwire in its sole discretion; (f) Publisher fails to pay any amount due to Agent within thirty (30) days after Agent gives Publisher written notice of such nonpayment; (g) Publisher terminates or suspends its business, becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes, or become insolvent or subject to direct control by a trustee, receiver or similar authority; (h) there is a breach of the Terms or Code of Conduct as set forth below, and/or (i) for any conduct that violates any local, state, federal, or foreign laws or regulations.

4. Beta Release.

Playwire may make certain technologies available as a beta release, which shall be identified as such (“Beta Version”). The Beta Version may contain different features than the final version that Playwire intends to distribute commercially. Playwire reserves the right at any time not to release a commercial version of the Beta Version, or, if released, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics. You agree that the Beta Version may not be suitable for production or commercial use and may contain bugs or errors affecting its proper operation. You must use Playwire’s Beta versions within Playwire’s code and products. If you agree to comply with all conditions associated with a Beta Version, including, without limitation, installing updated versions of the technologies to replace a Beta Version.

5. Automatic Updates.

The Services, Platforms and Networks automatically communicate with Playwire’s servers to check for automatic updates such as bug fixes, patches, enhanced functions, security related patches or updates, and new versions of the Services. At no charge to you, Playwire may require the installation of software updates deemed reasonably necessary to address errors, bugs or other performance issues in the account (collectively, “Updates”). Updates (if any) shall be subject to the same terms and conditions of these Terms. Playwire may (but is not required to) post notices from time to time on the Playwire website explaining Updates and provide instructions associated with such Updates.

6. Compliance with U.S. Laws.

The Services, Platforms and Networks are of U.S. origin. You shall adhere to all applicable state, federal, local and international laws and treaties in all jurisdictions in which you use the Services, Platforms and Networks including, without limitation, all End User, end-use and destination restrictions issued by U.S. and other governments and the U.S. Export Administration Act and its associated regulations. For clarity, you, and not Playwire, shall be responsible for ensuring that your use of the Services, Platforms and Networks, does not constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law, regulation or ordinance, including, without limitation, U.S. law, regarding the transmission of copyrighted, trademarked Content or personally-identifiable information or controlled technical data.

It is Publisher’s sole responsibility to confirm that the Property complies with all laws, including relevant privacy laws. Publisher must maintain a privacy policy on the Property that complies with all applicable laws, including, but not limited to, U.S. laws, California law AB-375 otherwise known as the California Consumer Privacy Act (“CCPA”) and the laws of the European Union, such as the General Data Protection Regulation (“GDPR”). The privacy policy must be easily navigable on the Property by any End User and on any page of the Property and is subject to random audit by Playwire. Failure to maintain a legally sufficient privacy policy, consent management system or opt-out protocol on the Property is grounds for immediate termination of this Agreement. Playwire shall provide certain information about Playwire advertising partners that you must include in your privacy policy or on the Property. Nonetheless, Playwire does not warrant or represent that any information provided to Publisher by Playwire will be sufficient for Publisher to maintain a legally sufficient privacy policy. It is also Publisher’s responsibility to ensure that Publisher is obtaining any consents necessary to collect data from End Users of the Property and any opt-out signals sent by End Users of the Property and relaying those signals to Playwire. Playwire shall provide access to a “Do Not Sell My Information” button (the “Button”) that Publisher may utilize on the Property to assist in obtaining opt-out signals as needed. Playwire makes no warranties or representations that the Button will be legally sufficient under CCPA or any other privacy law or regulation.

7. Payment

7.1 Payment Terms

(A) Revenue Share Calculation. Playwire will pay you a “Revenue Share” based on Net Revenue as follows: (i) Fifty Percent (50%) of Net Revenue for all Direct Sales Advertising and (ii) Seventy Percent (70%) of Net Revenue for all Indirect Sales. Earnings, if any, are based solely on finalized reporting in the Playwire Dashboard. Playwire reserves the right, in its sole discretion, to increase the percentage paid to Publisher based on Publisher’s ad impression volume, as calculated solely by Playwire.

(B) Payment Terms. Playwire will pay you 60 days after the end of the month for which Net Revenue was collected (Net 60). All payments will be made in US Dollars. Publisher may select the manner in which Publisher receives its earnings from a selection provided in the Platform. Certain payment methods may be subject to additional fees of which the Publisher will be responsible. Publisher is responsible for keeping payment information current and accurate. Playwire reserves the right to withhold or adjust any payment to Publisher in the event of any reasonably suspected or actual violation of this Agreement. In the event Publisher earnings for any given month are less than the applicable payment threshold, Playwire reserves the right to roll such payment over month to month until the applicable payment threshold has been met. Should Publisher have a dispute and/or a question related to any calculation in the Playwire Dashboard, Publisher must submit a ticket in the platform within ten (10) business days of the transaction in question. Playwire will respond within ten (10) business days of your submission. It is within Playwire’s sole discretion how such disputes and/or questions are resolved. Failure to notify Playwire of a dispute within the time period noted will be deemed a waiver of such dispute.

(C) All Advertising billing, invoicing and collection shall be Agent’s responsibility provided, however, that Agent shall not be obligated or required to bring any lawsuit or engage any collection action to recover Advertising revenue. Agent does not represent, warrant or guarantee that any payment will be made by any Advertiser, irrespective of whether the Advertising has been recognized, and Agent shall not be liable to Publisher, in any way, for any non-payment by any Advertiser. Agent’s calculation of the Advertising Net Revenue shall be final and binding, absent manifest error.

(D) Uncashed Checks. If Playwire mails a check for a payment due to you under this Agreement to the last known address, you must cash said check within six (6) months of the date of the check or, failing so to do, you agree that: (i) the funds represented by the uncashed check shall be disposed of without further notice as provided herein; (ii) if your last known address is in a state that has a business to business exemption in its unclaimed property laws, you agree that you shall have no further interest in the funds represented by the uncashed check, and Playwire shall succeed to your interests therein; (iii) for all other publishers, the funds represented by the uncashed check shall be deemed abandoned under applicable unclaimed property law; and (iv) you agree that six (6) months is a reasonable period after the expiration of which the actions described above shall be taken.

(E) Withholding Payment. Playwire reserves the right to withhold payment from you if you have engaged in activity that is deceptive or fraudulent in nature as determined by Playwire in its sole discretion.

(F) Taxes. Playwire assumes no responsibility for paying income taxes on your behalf. By participating in the System, Platform and Networks, you assume complete and sole responsibility for any taxes owed as a consequence of such participation and agree to indemnify and hold Playwire harmless from any such taxes. Playwire shall provide you with appropriate tax information, including earnings on Form 1099 as required by applicable law. If you reside in the United States, then you agree to provide your Social Security number or Federal Employee Identification Number and any other reasonable information to Playwire for tax reporting purposes. Such information will be used for no purpose other than for tax reporting purposes. If you reside outside of the United States, then you may be asked to complete appropriate forms for tax purposes and agree to accurately complete such forms. Playwire may withhold payment from you in the event that you do not provide accurate tax information or complete any necessary tax or reporting forms, as determined in Playwire’s sole and absolute discretion. When Playwire has the legal obligation to pay or collect such taxes, Publisher will be invoiced, and agrees to pay the invoiced amount unless Publisher provides Playwire with a valid tax exemption certificate authorized by the appropriate taxing authority.

(G) Notwithstanding the foregoing, if an Advertiser files for bankruptcy or any other similar proceeding (a “Bankruptcy”) at any time and for any reason, then Playwire will not be responsible for paying any amounts to you that are not collected as a result of the such Bankruptcy. If Playwire has already pre-paid any amounts to you and Playwire is unable to collect a payment from an Advertiser as a result of a Bankruptcy or for any other reason whatsoever then, in Playwire’s sole and absolute discretion, you shall pay back such pre-paid amounts or Playwire may take a credit against future payments to you. Furthermore, if Playwire is required to repay any amounts as a result of such Bankruptcy and any amount have been paid in whole or in part to you, then you shall immediately return any amounts paid pursuant to the Revenue Share which are subject to such Bankruptcy.

7.2 Advertising Rates.
Playwire will determine all Advertising rates for Advertising sold by Agent and may change the rates, in Agent's sole discretion, without notice from time to time.

8. Title and Ownership.

Playwire and its suppliers and licensors own all right, title and interest in and to the Services, Platforms and/or Networks, as well as any content created in conjunction with the Services including associated intellectual property rights under copyright, trade secret, patent, trademark and/or other applicable domestic and international laws. Any and all trademarks that Playwire uses in connection with the Services, Platforms and/or Networks are owned by Playwire and any goodwill associated with the use of such marks shall inure to the benefit of Playwire. In no event shall the Services, Platforms and/or Networks be deemed sold or assigned to you. Any and all rights not expressly granted by Playwire are reserved to Playwire and its suppliers and licensors. Playwire is not required to accept unsolicited feedback. If you provide any feedback about the Services, Platforms and/or Networks to Playwire, Playwire shall own all rights in and to such feedback and any derivative technologies and compilations based on or developed through or by using such feedback. You shall take all necessary actions to preserve and/or memorialize Playwire’s rights in and to such feedback.

9. Warranties.

Publisher represents and warrants to Playwire that: (i) Publisher is the owner of each Property, (ii) that Publisher is legally authorized to act on behalf of the owner of such Property for the purposes of this Agreement; (iii) Publisher has all necessary rights, power, and authority to enter into this Agreement and to perform the acts required of Publisher hereunder; (iv) any data supplied or disclosed to Playwire under or in connection with the Services shall be controlled, collected, and transferred in accordance with applicable data protection laws and regulations; (iv) any data supplied or disclosed to Playwire includes all necessary rights, consents, and permissions for Playwire to receive, use, share, and transfer such data as set forth in this Agreement; and (v) Publisher and each of the Properties will comply with the Privacy Policy. Publisher further represents and warrants to Playwire that each of the Publisher’s Properties and any material displayed therein: (a) comply with all applicable laws, statutes, ordinances, and regulations; (b) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (c) comply with the Privacy Policy.

10. Disclaimer of Playwire Warranties.

Playwire makes no representation, warranty, or guarantee of the suitability for your purposes of the Services or content you may retrieve by or through the Services, Platforms and/or Networks, that the use of the Services, Platforms and/or Networks shall be secure, uninterrupted or error-free, or that the Services, Platforms and/or Networks shall function properly in combination with any third-party technology, hardware, software, systems or data. The Services, Platforms and/or Networks and any content retrieved by or through the Services, Platforms and/or Networks are provided “as is” and all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, title, fitness for a particular purpose, or non-infringement are hereby disclaimed to the maximum extent permitted by applicable law. The Services, Platforms and/or Networks may be subject to interruption, limitations, delays, and other problems inherent in the use of internet applications and electronic communications and Playwire is not responsible for any such delays, misdelivery, untimely delivery, delivery failures, or any other damage resulting from events beyond Playwire’s reasonable control. You understand and agree that any content or other material downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that results in the download of such content or other material. Playwire makes no guarantees as to the net income that you may receive from your use of the Services, Platforms and/or Networks.

Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

11. Indemnification.

Publisher shall defend, indemnify and hold harmless Playwire and its suppliers and resellers and their respective officers, employees, licensors, agents, and affiliates against any and all claims, damages, costs and expenses (including reasonable attorneys’ fees and litigation expenses) arising out of or in connection with the Content and/or your use (which includes use by your employees, agents, customers, and users) of the Services, Platforms and Networks, including but not limited to claims arising out of or relating to Prohibited Activities or Prohibited Content or your breach of any of these Terms, Platforms and Networks, including but not limited to any of the representations or warranties set forth herein.

12. Limitation of Liability.

You expressly understand and agree that under no circumstances shall Playwire or its suppliers, resellers, or licensors be liable to you or any End User based on your or that End User’s use or misuse of and/or reliance on the Services, Platforms and/or Networks or the content you retrieve by or through the Services, Platforms and/or Networks. To the maximum extent permitted by applicable law, in no event shall Playwire be liable for any consequential, incidental, direct, indirect, special, punitive, or other damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of these Terms or the use of or inability to use the Services, Platforms and/or Networks or retrieve the content by or through the Services, Platforms and/or Networks, even if Playwire has been advised of the possibility of such damages. Your exclusive remedy and Playwire’s total aggregate liability relating to, arising out of, in connection with, or incidental to the Services and/or these Terms for any reason shall be limited to the actual direct damages incurred by you, up to the greater of the amounts paid directly to Playwire for use of the Services, Platforms and/or Networks or one thousand U.S. dollars ($1,000.00). This limitation applies to all causes of action or claims in the aggregate for any reason. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above disclaimer may not apply to you. The provisions of this section do not waive or limit Playwire’s ability to obtain injunctive or other equitable relief for breach of these Terms. Such limitation shall also apply with respect to damages incurred by reason of other services or goods received through or advertised on the Services or received through any links provided in the Services, as well as by reason of any information or advice received through or advertised on the Services or received through any links provided in or through the Services. Such limitation shall apply, without limitation, to the costs of procurement of substitute goods or services, lost profits, or lost data. Such limitation shall apply with respect to the performance or non-performance of the Services or any information or merchandise that appears on, or is linked or related in any way to, the Playwire website or Playwire Network or that of its suppliers, resellers, or licensors. Such limitation shall apply notwithstanding any failure of essential purpose of any limited remedy.

13. Force Majeure.

Playwire and its suppliers and resellers shall not be responsible for any failure to perform, or delay in performing any of its obligations to the extent that such a failure or delay results from force majeure causes beyond its control, such as acts of God or of the public enemy, acts of the government in its sovereign or contractual capacity, fires, floods, epidemics, pandemic, epidemic, quarantine restrictions, freight embargoes, strikes, civil commotion, or the like.

14. Government Restricted Rights.

If the Services, Platforms and/or Networks are licensed for use by the United States or in the performance of a U.S. government prime contract or subcontract, you agree that the Services are delivered as: (a) “commercial computer software” as defined in DFARS 252.227-7013, Rights in Technical Data—Noncommercial Items (Oct 1988), DFARS 252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (Jun 1995), and DFARS 252.211-7015 Technical Data Commercial Items (May 1991); (b) as a “commercial item” as defined in FAR 2.101; or (c) as “restricted computer software” as defined in FAR 52.227-19, Commercial Computer Software—Restricted Rights (Jun 1987); whichever is applicable. The use, duplication, and disclosure of the Services, Platforms and/or Networks by the Department of Defense shall be subject to the accompanying license agreement provided in DFARS 227.7202 (Oct 1998). All other use, duplication or disclosure of the Services, Platforms and/or Networks by the U.S. government will be subject to the accompanying license agreement and restrictions set forth in FAR 52.227-19, Commercial Computer Software—Restricted Rights (Jun 1987), or FAR 52.227-14, Rights in Data—General Alternative III (Jun 1987). Contractor/licensor is Playwire, LLC, 4855 Technology Way, Suite 510, Boca Raton, Florida 33431.

15. Confidentiality.

Each party shall keep confidential any confidential business information relating to the other party thereto including, but not limited to, sales information, marketing information and promotion plans discussed or disclosed in the course of performing these Terms. Each party shall promptly, as of the termination of any business relationship, return to the other party any such information that is written or in tangible form (including, without limitation, all copies, summaries and notes of contents thereof). “Confidential information” shall not include information which (a) was already known to the receiving party prior to the time that it is disclosed to such party with no obligation of confidentiality; (b) is in or has entered the public domain through no breach of these Terms or other wrongful act of the receiving party; (c) has been rightfully received from a third party without breach of these Terms; (d) has been approved for release by the disclosing party. In the event the receiving party is requested pursuant to, or required by, applicable law, regulation, or legal process to disclose any Confidential Information of the other party, the receiving party shall use its best efforts to promptly notify the disclosing party of such request and enable the disclosing party to seek an appropriate protective order. In the event that such a protective order or other protective remedy is not obtained, the receiving party shall furnish only that portion of the Confidential Information that is legally required and will exercise its best efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.

16. Governing Law; Dispute

Resolution/Arbitration; Waiver of Jury Trial.
You understand and agree that these Terms shall be governed by the laws of the State of Florida without regard to conflict of law provisions. Any action or proceeding that is not subject to the arbitration provision below (e.g., seeking injunctive relief) and arising from or relating to these Terms must be exclusively brought in the State and Federal courts located in Palm Beach County, Florida and each party irrevocably submits to such exclusive jurisdiction and venue. Each party waives its right to a trial by jury for any dispute between the parties.

Except as otherwise noted, all claims arising out of or relating to these Terms shall be resolved by binding arbitration in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Any such arbitration shall be conducted in Palm Beach County, State of Florida, or in such other place as may be mutually agreed to by the parties and shall be heard by a panel of one arbitrator mutually acceptable to the parties or, if the parties are unable to agree on an arbitrator, an arbitrator appointed in accordance with the rules of JAMS. The decisions and awards of an arbitrator regarding any dispute shall be (i) final and valid, non-appealable, and binding upon the parties, and (ii) enforceable in any court of competent jurisdiction. In the event that any dispute arising under, in connection, or with respect to this Agreement is resolved by arbitration, the prevailing party shall be entitled to recover from the non-prevailing party the fees, costs and expenses (including, but not limited to, the reasonable fees and expenses of counsel) incurred by the prevailing party in connection with, or as a result of, such dispute. In addition, the non-prevailing party shall pay the fees and expenses of the arbitrator.

17. Entire Agreement.

These Terms constitute the complete and exclusive agreement between you and Playwire with respect to its subject matter; provided, however, that if you and Playwire enter into a written services agreement or some other written agreement that expressly incorporates these Terms by reference, then these Terms shall be subject to such other agreement as set forth therein. If any provision of these Terms is held unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. You and Playwire are independent contractors and no joint venture, partnership, employment, agency or exclusive relationship exists between you and Playwire as a result of these Terms or your use of the Services, Platforms and/or Networks as authorized hereunder. The failure of you or Playwire to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision. You may not transfer or assign these Terms or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of Playwire. These Terms shall inure to the benefit of and be binding upon Playwire’s or your respective permitted successors and assigns.

Copyright Playwire, LLC 2023. All rights reserved. All trademarks mentioned herein are the trademarks of Playwire, LLC.

Playwire may change these Terms from time to time in its sole and absolute discretion.

Last Updated: October 11, 2024