Terms and Conditions | PlayPlay Inc.

1. GENERAL

‍PlayPlay provides a video production service, intended in particular for social networks based on editorial templates made available via a platform accessible on the website www.playplay.com.
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Acceptance of these Terms and Conditions. These Terms and Conditions are entered into between You and PlayPlay. These Terms and Conditions govern Your access to and use of PlayPlay’s online video production services via PlayPlay’s online Platform and Your access to and use of PlayPlay’s Website. These Terms and Conditions create a legally binding agreement between You and PlayPlay (each a “Party”, and together the “Parties”). Please read the Terms and Conditions carefully before you start to use the Website. By accessing or using the Platform or the Website, You are accepting these Terms and Conditions (including any other terms or conditions referenced herein) and agreeing to use the Services, the Platform and the Website in accordance with these Terms and Conditions. By accessing or using the Platform or the Website, You are also accepting the current version of Our privacy policy (available at https://playplay.com/privacy-policy) (the “Privacy Policy”) as may be updated from time to time in PlayPlay’s sole discretion. If you do not want to agree to these Terms or Conditions or the Privacy Policy, you must not access or use the Website.

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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;
‍Enterprise Offer means the subscription offer that is exclusively intended for business clients for their business activities, as described on the Website and subject to specific conditions set forth in a Quote;
‍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;
‍Offer means an Enterprise Offer or a Trial Offer, as applicable;
‍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,, 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, which features vary depending on the type of Offer;
‍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 Offer 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 Us, as the case may be;
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;
‍We, Us or Our means PlayPlay;
‍Website means the website accessible via the URL www.playplay.com, operated by PlayPlay SAS;
‍You or Your means, as the context requires, a visitor of the Website, a Customer and/or a User.

1.2 GENERAL TERMS OF SUBSCRIPTION.

1.2.1 GENERAL TERMS. PlayPlay will make the Platform available to You upon Your subscription to an Offer as described in Sections ‎1.2.2 and ‎1.2.3 below, subject to (i) the creation of a Customer Account by completing the corresponding form and (ii) Your full acceptance of these Terms and Conditions, which cannot be subject to any amendments or reservations.

If You are a legal entity, You must act through a natural person who has the legal capacity to contract in such entity’s name and on such entity’s behalf.

You shall cause any Users to comply with the obligations of the Contract and shall defend, indemnify, and hold harmless PlayPlay for and against any claims or damages that arise out of or in connection with any User’s failure to comply with the Contract. You agree to actively cooperate with Us in the performance of the Contract and compliance with its terms by the Users.

1.2.2 SPECIFIC TERMS - TRIAL OFFER. You may subscribe to the Trial Offer through a dedicated form available on the Website. Subscribing to the Trial Offer allows You 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 Us. The Contract is formed upon subscription to the Trial Offer and confirmation of Your 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 Offer, You must subscribe to an Enterprise Offer. If You do not subscribe to an Enterprise Offer after the end of the Trial Offer period, Your right to use the Platform will be terminated and Your access to the Platform will be revoked.

1.2.3 SPECIFIC TERMS - ENTERPRISE OFFER. In order to subscribe to an Enterprise Offer, You must request a Quote from Us by contacting Us via the form available on the Website and providing all requested information in order to enable Us to identify Your needs and expectations. Based on such information, We will propose one or more Quote(s) detailing the Services available to You. Unless otherwise stated, any Quote issued by PlayPlay is valid for thirty (30) days from its issuance. If it is not accepted by You 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 Your acceptance, in writing (including by email), of a Quote to which these Terms and Conditions are attached, such acceptance confirms Your full acceptance of the Contract, without any reservations.
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1.3 CUSTOMER ACCOUNT / USER ACCOUNT. In order to access the Platform, You must create a Customer Account on the Website by completing the form provided for this purpose. Your Customer Account will then automatically be activated.

1.3.1 USER ACCOUNTS. You are responsible for selecting the Users authorized to create User Accounts in connection with Your Customer Account, up to (i) the maximum number of Users specified in the Quote for Enterprise Offers or (ii) 1 (one) User for Trial Offers. You may create User Accounts: (a) by sending the list of Users and email addresses of Users to Us; or (b) by entering the contact information of the Users in Your Customer Account in the dedicated boxes.

We will use commercially reasonable efforts to create the User Accounts upon receipt of Your request. We 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.
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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 such as “[email protected]”. Once a User Account has been validly created, the User may access the Platform upon confirmation of his login details.

1.3.2 ACCURACY OF INFORMATION. You represent and warrant that any information provided to Us is valid, accurate and not misleading. In the event of any change in any information provided to Us, You agree to update, or cause Your Users to update, such information in Your Customer Account or User Account, as applicable.

1.3.3 USE OF THE PLATFORM. You shall use the Platform solely for Your own internal purposes and shall not allow any unauthorized person or person not identified as a User to use Your Customer Account or any User Account. You and each of Your Users are responsible for maintaining the confidentiality of their login details. You are responsible for any use of the Platform by any person with a User's login details. You agree to contact PlayPlay immediately, by any written means, including by email, if it appears that Your Customer Account or any User Account has been used by any unauthorized person. You acknowledge that We have the right to take any action We deem appropriate in such event.
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2. LICENSE, RESTRICTIONS.

2.1 LICENSE. Subject to Your compliance with the terms of the Contract, We hereby grant to You 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. You may not sublicense, assign or transfer the benefit of this license to any third party (including to any of Your Affiliates).

2.2 ADDITIONAL COPYRIGHT RESTRICTIONS. Additional copyright notices or restrictions may be included on the Website, the Platform, or elsewhere. You 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. Except as otherwise permitted under applicable law or by the Contract, You 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.

2.3 RESTRICTIONS. You shall not:
a. Use the Website, the Services, the Platform or any PlayPlay Content for any purpose other than as expressly permitted herein;
b. 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;
c. Reproduce, arrange, adapt all or part of the Website, the Services, the Platform, or the PlayPlay Content;
d. Commercially exploit the Website, the Services, the Platform, or the PlayPlay Content alone or jointly with any third parties;
e. Transfer, provide, grant sub-licenses or other rights of use, or more generally, communicate to a third party (including to any of Your Affiliates) all or part of the Website, the Services, the Platform or any PlayPlay Content;
f. 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;
g. 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;
h. 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;
i. 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;
j. 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 Us, may harm PlayPlay, Customers, or Users, or expose any of them to liability;
k. 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;
l. 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;
m. 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 our prior written consent;
n. Use any device, software, or routine that interferes with the proper working of the Website, the Services or the Platform;
o. 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;
p. 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;
q. Attack the Website or the Platform via a denial-of-service attack or a distributed denial-of-service attack;
r. Otherwise attempt to interfere with the proper working of the Website, the Services or the Platform.

3. SERVICES.

3.1 DESCRIPTION OF SERVICES. PlayPlay shall use commercially reasonable efforts to provide the Services diligently and in accordance with industry standards.

Depending on the selected Offer, You 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 Your branding guidelines;
- The availability of tools allowing the assembly of template of Screens; or
- Access to the Libraries.

With all or part of the Services, You can generate Videos directly through the Platform. To this end, You must:
- 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 Your own Customer Content and/or select contents among the Libraries.

3.2 WATCHING AND STORAGE OF VIDEOS. You may watch Your Videos directly on the Platform or download them at any time to Your own devices, during the Term. In order to retain Your Videos and to be able to access such Videos after the end of the Term, You must download the Videos to Your own devices before the end of the Term. Unless otherwise mutually agreed in writing, We will not retain any copies of the Videos for longer than one (1) month following the end of the Term of the Contract.

3.2.1 PLAYPLAY VIDEO ACCESS. Unless expressly stated otherwise by any written means, You acknowledge and agree that PlayPlay may access Your Videos, 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 Your request on the Platform.

You may activate the "private" option on a Video on the Platform at any time in order to cause such Video to only be accessible to the User who has generated such Video, provided, however, that PlayPlay’s technical teams will still be able to access such Video for technical support purposes.

3.3 ADDITIONAL SERVICES. We may offer You additional services, in a form and according to functionalities and technical means that We deem most appropriate, throughout the Term. Any such additional services agreed between the Parties will be subject to a new Quote, which may require Your payment of additional fees for such additional services. Upon Your acceptance in writing (including by email) of any such new Quote for additional services, such Quote shall become a part of the Contract.

3.4 ACCEPTABLE USE. You are responsible for (a) Your use of the Website, the Services, the Platform and PlayPlay Content; (b) Your User’s use of the Website, the Services, the Platform and PlayPlay Content; and (c) for any use of the Website, the Services, the Platform and PlayPlay Content made using Your Customer Account or related User Accounts. Our goal is to create a positive experience in connection with our Services. To promote this goal, We prohibit any conduct that may be harmful to other users or to PlayPlay. When You use the Website, the Services, the Platform and PlayPlay Content, You agree that You will not:
a. engage in any activity prohibited by Section ‎2.3;
b. violate the Contract or any PlayPlay rules regarding use of the Website, the Services, the Platform and the PlayPlay Content;
c. breach any agreements You enter into with any third parties;
d. use any means to scrape or crawl any Website pages or PlayPlay Content contained in the Website or Platform;
e. attempt to circumvent any technological measure implemented by PlayPlay or any of PlayPlay’s providers or any other third party to protect the Website or Platform; or
f. advocate, encourage, or assist any third party in doing any of the foregoing.

4. DURATION.

4.1 TRIAL OFFER. The term of a Trial Offer shall begin on the date of subscription to the Trial Offer in accordance with Section ‎1.2.2 and shall end at the expiry of the duration of Trial Offers indicated on the Website at the time of such subscription or, if applicable, such other duration indicated in an email from Us.

4.2 ENTERPRISE OFFER. The term of an Enterprise Offer shall begin on the date agreed upon in the Quote if no date is agreed upon, on the date You have 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 acknowledgement of receipt or by any other recognized postal means providing a proof of sending and safe receipt addressed to the contact of the other Party as mentioned in the Quote.

4.3 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 You must pay the fees for the then current contractual period in full in accordance with the requirements of Section ‎5.

4.4 EFFECT OF TERMINATION. Within thirty (30) days of the termination of the Contract, We 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. The financial terms of each Offer, including applicable fees for Your use of the Services, are specified on the Website and/or in the Quote. Unless otherwise specified on the Website and/or in the Quote, the listed fees are exclusive of any applicable tax. All information that You provide to Us or our third party payment processors must be accurate, current and complete.

Stripe . Payment of the fees for the subscription may be made by You by direct debit to Your bank account which details have been provided to Us. The direct debit is carried out by the secure payment provider, STRIPE, to whom We entrust the storage of Your bank account details for this purpose. We do not store any banking data. By paying for the Services, You agree to be bound by STRIPE’s applicable terms and conditions, as well as STRIPE’s Privacy Policy located at https://stripe.com/us/privacy/. You hereby consent and authorize Us and STRIPE to share any information and payment instructions You provide to the extent required to complete Your transactions. The subscription fee is due and charged automatically on the date of the subscription of the Enterprise Offer, and then on the date of each automatic renewal of the Contract. You warrant to Us that You have all necessary authorizations to use this payment method, and to take all necessary steps to ensure the safe implementation of the direct debit.

5.1 ENTERPRISE OFFER PRICE. The price for the subscription to the Enterprise Offer 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 You 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 Your 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.

5.2 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 You owe Us pursuant to the Contract will become immediately payable;
- any amounts not paid by You 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 Your access to the Platform and the Services until full payment of all amounts due pursuant to the Contract have been received by Us.

6. CONTENT, OWNERSHIP. ‍

6.1 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 You by Us 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.

6.2 CUSTOMER CONTENT.

6.2.1 As part of the Services, we may, in our sole discretion, permit You to post, upload, publish, submit or transmit certain Customer Content on the Platform. By making available any Customer Content on or through the Platform, You (i) hereby grant to PlayPlay, Our 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 You may have in and to Customer Content with respect to any of the foregoing uses. You 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 You may have to use and exploit any the Customer Content. If You do not want to grant Us permission to use the Customer Content in accordance with these Terms and Conditions, please do not post, upload, publish, submit or transmit Customer Content on the Website or the Platform. You are solely responsible for the Customer Content that You upload on the Platform and integrate into the Videos.

6.2.2 The following content standards apply to all Customer Content You make 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:
a. Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
b. Infringe any patent, trademark, trade secret, copyright, or other intellectual property rights or other rights of any other Person;
c. 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 Our Privacy Policy; or
d. Promote any illegal activity, or advocate, promote, or assist any unlawful act.

6.3 OWNERSHIP OF THE VIDEOS. You shall own all right, title and interest in and to the Videos created by You or Your Users on the Platform. You are, therefore, free to use such Videos, including for commercial purposes, subject to Your compliance with the provisions of the Charters. You hereby grant to PlayPlay, Our 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.

6.4 LIBRARIES. You acknowledge that You have read the Charters governing the use of the Libraries made available to You on the Platform and shall fully comply, and shall cause Your 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 You by Us, You shall communicate such update effectively to Your Users and give access to and/or transmit the updated Charter to all of Your Users.

6.5 VIDEO NON-COMPLIANCE. You shall promptly cease exploiting in any manner, upon Our 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. ‍

7.1 CUSTOMER REPRESENTATIONS AND WARRANTIES.

7.1.1 You represent and warrant that You will make lawful use of the Customer Content and the Libraries. In particular, You agree not to generate and/or broadcast Videos that:
a. May not be in compliance with the Charters ;
b. 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);
c. May infringe the rights of third parties (including intellectual property rights and personality rights), violate a contractual provision, or violate any laws or regulations;
d. May be harmful to third parties in any way whatsoever;
e. May be misleading, deceptive or proposing or promoting illegal, fraudulent or deceptive activities;
f. Maybe harmful to the computer systems of others.

7.1.2 You represent and warrant to Us that: (i) You either are the sole and exclusive owner of all of Customer Content that You make available on the Platform, or You have all rights, licenses, consents and releases that are necessary to grant to PlayPlay, Our 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 Your 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.

7.1.3 You are fully responsible for, and PlayPlay shall not have any responsibility or liability for:
a. Your compliance with laws and regulations applicable to Your activity;
b. The management of Your social networks accounts and websites in compliance with applicable contractual provisions, and any applicable laws and regulations.

7.2 PLAYPLAY REPRESENTATIONS AND WARRANTIES; DISCLAIMERS.

7.2.1 We represent and warrant that We (i) will use Your Customer Content only for the purpose of performing the Services, (ii) will not make Your Customer Content and/or Videos available to third parties or other Customers and (iii) will delete Your Customer Content and/or Videos within thirty (30) days of the termination of the Contract between You and Us.

7.2.2 We further represent and warrant that We have all necessary rights and permissions to grant You the rights to use the Templates, Screens and the Libraries, subject to Customer’s compliance with the Charters.

7.2.3 In the event the Platform (including the Libraries) is found to infringe any third parties’ intellectual property rights, We will, at our discretion and at our costs:
a. replace or modify the infringing elements;
b. obtain an appropriate license from the said third parties at no additional costs to You; or
c. terminate the Contract and reimburse to You the portion of the amount already paid to Us for Services during the remainder of the Term that You will not receive from Us.

7.2.4 DISCLAIMER OF WARRANTIES.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS OR AS REQUIRED BY APPLICABLE LAW, WE DO 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. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE OR USE. IN PARTICULAR, WE MAKE 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 YOUR REQUIREMENTS OR EXPECTATIONS; (2) THE INFORMATION, CONTENT, AND DATA ON THE WEBSITE OR PLATFORM ARE ACCURATE; (3) YOUR 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) OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL NOT BE RESPONSIBLE FOR ANY DECISIONS MADE BY YOU OR ANY THIRD PARTY DESIGNATED BY YOU WHILE CREATING VIDEOS. SIMILARLY, WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED BY THE USE OF THE CUSTOMER CONTENT and/or videos, EVEN IF WE HAVE 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. YOUR USE OF THE WEBSITE, THE PLATFORM, THE SERVICES, THE PLAYPLAY CONTENT, AND ANY OTHER ITEMS OBTAINED THROUGH THE WEBSITE IS SOLELY AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE WEBSITE, THE PLATFORM, THE SERVICES, THE PLAYPLAY CONTENT, AND ANY OTHER ITEMS OBTAINED THROUGH THE WEBSITE.

You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to Our Website for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE 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 YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

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

8.1 HOSTING. We will use commercially reasonable efforts to ensure the hosting of the Platform is provided via a professional hosting provider, on servers located in the European Union, and in accordance with standard practices.

As part of this hosting service, We agree to provide You with sufficient storage and processing capacity for Your normal use of the Platform.
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PlayPlay is responsible for the operation of its servers, which outer limits are the connection points.

8.2 SECURITY. We will implement commercially reasonable technical means to ensure the security of the Platform as well as 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 its Platform for maintenance purposes.

8.3 AVAILABILITY. We will use commercially reasonable efforts to provide continuous access to the Platform (24 hours a day, 7 days a week).

We shall not be liable for any temporary difficulties related to access to the Platform that may arise from:
- Circumstances external to Our network (and especially the partial or total failure of the Customer's servers);
- Failure of equipment, cabling, services or networks not included in the Services or which are not under our responsibility;
- Interruption of the Services due to telecom operators or Internet access providers;
- Scheduled or otherwise necessary maintenance of the Website or the Platform.

8.4 EVOLUTIVE MAINTENANCE. At Our sole discretion, We 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. You acknowledge and agree 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 a prior notification to You at least thirty (30) calendar days before implementation of any such major changes.

8.5 SUPPORT. Users will be able to access support from PlayPlay via a chatbox accessible from their User Account, on business days from 9am to 7pm EST. Depending on the need identified, We will assess the response time and keep You updated.

9. SANCTIONS IN CASE OF BREACHES. In case of breach by You of any of the provisions of the Contract, We reserve the right to exercise one or more of the following remedies:
- Suspend access to the Platform and the Services by You and Your Users until the breach is cured (e.g., in case of non-payment);
- Suspend access to the Platform and to the Services for all or a portion of the Users (e.g., in case a User Account is used by several persons);
- Remove any Customer Content and/or Video related to the breach from the Platform;
- Terminate the Contract by sending a registered letter with return receipt to You, with effective termination on the date of Your receipt of such letter. Termination of the Contract will lead to the deletion of the Customer Account and User Accounts;
- Request, by sending a registered letter with return receipt to You, that You remedy the breach within a maximum of fifteen (15) calendar days as from the date of receipt of such letter, it being specified that the Contract will automatically terminate at the expiry of such period if the breach has not been remedied. Termination of the Contract will lead to 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 You.

You acknowledge and agree that , in case of suspension and/or deletion of a Customer Account or User Account pursuant to this Section ‎9, no refund will be due to You.

10. CONFIDENTIALITY.‍

10.1 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, and 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) was known to the receiving Party previously, without a duty of confidentiality; or (d) is or becomes known to the public other than by disclosure by the receiving Party in violation of the Contract.

10.2 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.

10.3 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 and if requested by the other Party, tender to the other Party the defense of the subpoena or process. If requested by the other Party, the receiving Party will cooperate (at the expense of the other Party) in opposing the subpoena or process. 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. You acknowledge that Your personal data is processed by PlayPlay as stated in Our 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 a thirty (30) days prior notice by email, request an audit at Customer's premises or at any other location to verify the conditions under which the Platform is being used by Customer, including compliance with the Contract and, if applicable, compliance with the number of authorized Users.

It is expressly agreed between PlayPlay and the Customer that this audit may be performed by PlayPlay's internal auditors or by an external provider of its choice, provided that Customer may express any reservations to PlayPlay regarding the choice of the auditor. PlayPlay may at its sole discretion decide to retain or not to retain the selected auditor.
‍
Customer shall provide the auditor with access to its premises and any relevant documents for the purpose of the audit during normal business hours. PlayPlay agrees that it will comply with, and cause the auditor to comply with, Customer's reasonable requirements for access to its premises and protection of confidentiality.
‍
PlayPlay will provide Customer with a copy of the audit report by any written means. Customer shall provide PlayPlay with any comments on such audit report within thirty (30) calendar days after its receipt. In the event that an audit report reveals any non-compliant use of the Platform by Customer, Customer agrees to promptly remedy such non-compliance, at its own expense and as soon as possible, and to promptly pay to PlayPlay any costs and fees incurred by PlayPlay in connection with such 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, YOU AGREE THAT PLAYPLAY AND ITS AFFILIATES AND AGENTS AND ALL OF OUR 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 WE OR OTHER 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 YOUR ACCOUNT WHICH IS NOT WITHIN OUR 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 YOUR USE OF THE WEBSITE, PLATFORM, PLAYPLAY CONTENT OR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO PLAYPLAY WITHIN THE 12 (TWELVE) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

14. INDEMNIFICATION. You agree 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) Your or Your Users’ use of the Website, the Platform, PlayPlay Content, or Services; (b) Your Customer Content; (c) any infringement, misappropriation, or violation of any third party intellectual property rights by You or any of Your Users; or (c) any breach of the Contract by You or any of Your 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 Customer's option, free of charge, upon 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. Customer will actively cooperate with PlayPlay to facilitate the return of Customer Content and Videos.

16. MISCELLANEOUS.

16.1 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.

16.2 BUSINESS REFERENCES. Unless otherwise expressly stated in the Quote or communicated by You 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, You 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 website (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.

16.3 MODIFICATION OF THE TERMS AND CONDITIONS. PlayPlay reserves the right to modify the Terms and Conditions at any time. Customer may be informed of any new version of the Terms and Conditions by any written means, including by email. Any new version of the Terms and Conditions will be applicable to a Customer at the time of the next renewal of such Customer's subscription. Any Customer who does not wish to accept any new version of the Terms and Conditions shall terminate its Contract, in accordance with Section ‎4 of these Terms and Conditions, and cease using the Website and the Platform promptly. In the absence of termination of the Contract, the Customer shall be deemed to have accepted the new version of the Terms and Conditions on the date of renewal of such Customer’s subscription.

16.4 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.

16.5 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:
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If to PlayPlay:
‍[email protected]
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If to Customer:
At the contact information provided in Your Customer Account.

16.6 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.

16.7 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.

16.8 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.

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

16.10 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.

APPENDIX. ARTIFICIAL INTELLIGENCE
Last updated: April 2023

‍This "PlayPlay Artificial Intelligence Appendix" ("AI Appendix") forms part of the Terms and Conditions, as applicable, between You and PlayPlay. These AI Appendix applies to your access and use of PlayPlay AI features. Any terms used herein have the same meaning as in the Contract.

"PlayPlay AI" means any feature(s) or functionality made available by PlayPlay and labeled as PlayPlay AI that utilize data models trained by machine learning. To date, PlayPlay uses Open AI's public API (Application Programming Interface) to offer an additional dimension to AI-assisted video generation.

Usage. Your use of PlayPlay AI is subject to fair usage restrictions. If you choose to use the PlayPlay AI features, you may not use them in a manner that violates any OpenAI Policy, including their Content Policy; Sharing and Publication Policy; and Community Guidelines.

Improving PlayPlay AI. PlayPlay does not use your data and Customer Content or permit others to use them to train the machine learning models. As for OpenAI, PlayPlay complies with Open API data usage policies.

Input and Output. You may provide input to be processed by PlayPlay AI ("Input"), and receive output generated and returned by PlayPlay AI based on the Input ("Output"). When you use PlayPlay AI, Input and Output are your Customer Content. You are solely responsible for the use of your Customer Content. You will ensure that your Input and use of PlayPlay AI and Output will not (i) violate any applicable law; (ii) violate this AI Appendix, the Contract and the Charters; or (iii) OpenAI Content Policy ; or (iv) infringe, violate, or misappropriate any of our rights or the rights of any third party. You acknowledge that due to the nature of machine learning and the technology powering PlayPlay AI features, Output may not be unique and PlayPlay AI may generate the same or similar output to PlayPlay or a third party.

Disclaimer. PlayPlay does not make any warranty as to the results that may be obtained through PlayPlay AI or the accuracy of any other information obtained through PlayPlay AI. You understand and agree that any material and/or data obtained through the use of any PlayPlay feature is done at your sole risk. You should not rely on factual assertions in output without independently fact checking their accuracy. Outputs that appear accurate because of their detail of specificity may still contain material inaccuracies. No information or advice, whether oral or written, obtained by You from PlayPlay or through PlayPlay AI shall create any warranty not expressly made herein.

PAST VERSIONS

Terms of Services April 2020

Terms and Conditions Inc.

1. GENERAL