Advertising Terms of Service

These Advertising Terms of Service (“Advertising Terms” or “Agreement”) are entered into between Playsee and Business (as defined in the Additional Terms of Service (Business)) accepting this Agreement (“Advertiser” or "you"), and governs Advertiser’s access to and use of the Playsee advertising service (the “Service” or “Ad Service”). Where these Advertising Terms conflict with any other Playsee terms, including the User Terms of Service and the Additional Terms of Service (Business), these Advertising Terms shall control.

YOU UNDERSTAND AND AGREE THAT PLAYSEE IS SOLELY PROVIDING THE SERVICE AS A PLATFORM AND THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR CONTENT AND ANY ACTIVITY THROUGH YOUR ACCOUNT. WHEN USING THE SERVICE, YOU ARE SOLELY RESPONSIBLE FOR OBTAINING ANY NECESSARY CONSENT FOR COMMUNICATIONS AND FOR COMPLYING WITH ALL APPLICABLE LAWS.

1. Playsee’s Service

Playsee will try to make reasonable commercial efforts to make the Service available at all times, except for (i) planned downtime; or (ii) downtime caused by circumstances beyond Playsee’s reasonable control. Advertiser shall promptly report any issues with the Service to Playsee; and Playsee will use reasonable efforts to respond to Advertiser within commercially accepted timeframes and within business hours. As part of the Service, Playsee may make available reporting related to Advertising Content, defined below. Advertiser understands and agrees that Playsee provides the Service as a platform and that third parties may use the Service and that Playsee shall not be liable for any conduct of third parties. Advertiser further understands and agrees that this Agreement is between Playsee and the signatory Advertiser and that Advertiser shall not contract with or otherwise engage any “sub-client” or licensee to use the Service or perform any obligations under this Agreement without prior approval of Playsee. Where Advertiser authorizes any third party to manage Advertiser’s Account or use or access the Service, Advertiser is solely responsible for any and all actions performed by such third party. Should you use the Service on behalf of another person or entity, you represent and warrant that you are authorized to do so and are binding such person or entity to these Terms. Playsee reserves the right to update the Service and to update this Agreement at any time with or without notice to Advertiser.

2. Applicable Laws

By using the Service, Advertiser agrees to comply with all applicable laws (“Applicable Laws”), including, where applicable, all international, federal, state, and local statutes, laws, ordinances, rules, and regulations, including, but not limited to, the Telephone Consumer Protection Act, 47 U.S.C. §227, as amended, and its implementing regulations and applicable F.C.C. rulings and orders (collectively, “TCPA”), CAN-SPAM Act of 2003 (“CAN-SPAM”), the Federal Trade Commission Act and related rules, regulations, and guidelines (collectively, “FTC Act”), FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, the California Consumer Privacy Act, Civil Code §1798.100 et seq. and related amendments, regulations, and guidelines (“CCPA”), the United Kingdom Data Protection Act of 1998 (as amended) ("UK Data Protection Act"), the General Data Protection Regulation (GDPR) (EU) 2016/679 (“GDPR”) as amended and adopted by the UK and member states of the EU, and all related directives, acts, and regulations, other data privacy and security laws, the Americans with Disabilities Act of 1990, 42 U.S.C. §12101, et seq. and related laws, credit card merchant guidelines, child protection laws, and laws and regulations regarding unfair and deceptive acts and practices, intellectual property and proprietary rights, advertising, marketing, defamation, and chatbots. Advertiser shall comply with all Applicable Laws in using the Service; and Advertiser, which should refer to their own counsel and advisors, shall be solely responsible for complying with all Applicable Laws.

3. Fraud

Playsee reserves the right to terminate this Agreement and Advertiser’s Account at any time without liability to Playsee or notice to Advertiser, if Playsee determines, in its sole and absolute discretion, that Advertiser engaged in or engages in fraud, dishonesty, or any other misrepresentation (collectively, “Fraud”) that causes or is likely to cause harm to Playsee. Advertiser acknowledges that there is a potential for third-party fraud, which is outside the control of Playsee, and that Playsee shall not be liable for any instances of fraud by third parties. Advertiser’s use of third-party goods or services is at Advertiser’s own risk, and Playsee is not liable for any damages or losses incurred as a result of use of third-party goods or services.

4. Advertising Content

Advertiser is solely responsible for all of its content, materials, and communications (“Advertising Content”) sent, displayed, provided, uploaded, or distributed through or using the Service, including but not limited to all creative and substantive content used for marketing or advertising (such as photos, videos, texts, descriptions, or hashtags) as well as any website or other content linked from such content and goods or services offered through such content, and for fully complying with their obligations in Section 9(a). Advertiser is solely responsible for legal compliance of Advertising Content, including for any required disclosures and complying with any applicable promotion rules. Advertiser is also solely responsible for ensuring compliance with these Advertising Terms, Advertising Policies and any other applicable Playsee terms and guidelines. Playsee will not be a sponsor or administrator of Advertiser’s promotion(s) absent express written consent. Playsee, in its sole discretion, will determine the size, placement, and positioning of Advertising Content in the Service, and may add text to notify users that Advertising Content is attributable to the respective Advertiser. Playsee make no commitments regarding placement or effectiveness of Advertising Content. Advertising Content may appear next to individual user content. Advertiser authorizes Playsee to review any Advertising Content, including by automated means. Playsee has the right, but not the duty or obligation to, monitor Advertising Content, reject any advertising request, or require changes to or deletion of Advertising Content, including upon suspicion that Advertising Content violates Applicable Laws, these Advertising Terms, Advertising Policies, and any other applicable Playsee terms and guidelines, or infringes on third-party rights. Playsee reserves the right to suspend or terminate Advertiser’s account in case of any violation.

5. Intellectual Property

(a) Playsee’s License

Playsee shall retain and own all rights, title, and interest in and relating to the Service, including the platform and any software, applications, inventions, improvements, modifications, data, data organization structure, scripts, layers of capabilities, methods of doing business, algorithms, know-how, source codes, tags, links, pixels, underlying technology, and technology developed in connection with the Service, and Playsee’s name, logos, trademarks, trade names, service marks, copyrights, URLs, slogans, texts, marketing materials, videos, and other intellectual property (collectively, “Playsee’s IP”).

Subject to Advertiser’s full compliance with this Agreement and Applicable Laws, Playsee hereby grants to Advertiser a worldwide, revocable, non-transferable, non-exclusive, royalty-free, limited license to use the Service solely for the term and purposes of this Agreement.

“Data” means any data that is obtained or derived from the Service. Advertiser may only use or disclose Data on an aggregated and anonymous basis for the purpose of evaluating, optimizing, planning, and carrying out Advertiser’s advertising campaigns on the Service for lawful purposes. Advertiser may not use Data in violation of these Terms, which include the Advertising Policies. We will provide you with insights about the performance of your Advertising Content. You shall also comply with our Advertising Policies and these terms about usage of Data when using such insights.

Advertiser agrees that Advertiser does not have, nor will Advertiser claim, any other right, title, or interest in Playsee’s IP, will not make derivative works of, sell, sublicense, lease, transfer, copy, gift, reverse engineer, scrape, decompile, alter, modify, conceal, eliminate, or render inoperable or ineffective Playsee’s IP, or attempt to do or assist in the foregoing, and will not grant access to Playsee’s IP to any third party or for any purpose not authorized by this Agreement without the prior written authorization of Playsee. Advertiser may only use and access the Service and Playsee’s IP in a manner approved by Playsee. Advertiser shall not make any claim to Playsee’s IP or derivative works thereof. If any work product (meaning inventions, improvements, computer programs, software, discoveries, ideas, processes, systems, writings, or other works) is made or conceived by Advertiser, solely or jointly with others, whether tangible or intangible, using the Service or Playsee’s IP or any part, Advertiser hereby assigns to Playsee all rights, title, and interest Advertiser may have in such work product, including any source code, documentation, modifications, and enhancements. Upon termination of the Agreement or Playsee’s written request if sooner, Advertiser will promptly destroy and discontinue the use of Playsee’s IP, including the Service, and any material owned by Playsee or its licensors. Playsee reserves all rights relating to Playsee’s IP.

(b) Advertiser’s License

Advertiser hereby grants to Playsee a perpetual, royalty-free, worldwide, assignable, transferable, sub-licensable, non-exclusive license to host, use, reproduce, copy, distribute, broadcast, modify, adapt, edit, translate, publish, make available, communicate, create derivative works from, promote and publicly display Advertiser’s Advertising Content for Ad Service and any other purposes, including but not limited to marketing, promotional, research, and other commercial purposes; and Advertiser authorizes Playsee to place Advertising Content on the Playsee platform in connection with the Ad Service. To the fullest extent permitted under Applicable Laws, you irrevocably waive any moral or equivalent rights you may have in Advertising Content; and to the extent a waiver is not permitted, you agree not to assert any such rights against Playsee.

Playsee may also disclose your Advertising Content and any information related to Advertiser or Advertiser's Account in response to valid legal process or to a governmental entity or body to assist in a lawful investigation.

6. Payment Terms

Advertiser shall timely pay Playsee all amounts due for the Ad Service (“Fees”) in full without any setoff, deduction, refund, or credit. Fees shall be due once the identified billing threshold has been met. For more information about how we charge, please refer to the Help Center.

Playsee will send Advertiser a payment receipt by email (to Advertiser’s email address of record) after Fees are charged. Playsee does not send invoices.

Advertiser shall submit a valid credit card, which will automatically be charged for Fees; and Advertiser authorizes Playsee and Advertiser's payment processor(s) to store Advertiser’s payment information, obtain pre-authorization, and charge Advertiser’s credit card for all due Fees. Playsee or its third-party payment processor may run one or more payment authorization checks before the payment method is charged. Playsee may update your payment information from time to time using a payment card updater. You hereby authorize Playsee or its third-party payment processor to store your payment information, as updated from time to time and, if needed, to continue billing the payment method until the order for the Service has been fulfilled.

In the event where your account is suspended due to violation of any applicable Playsee terms and guidelines, the accumulated Fees may be charged to the payment method immediately.

The amount of Fees due shall be calculated by Playsee in its sole and definitive measurement. Fees may include any fees and charges (including any credit card or overage fees) in addition to the cost of using the applicable portions of the Service. Fees are exclusive of taxes. Advertiser is responsible for paying and reporting all applicable taxes and other government fees and charges that may be due.

Advertiser authorizes Playsee to obtain credit reports on Advertiser and to require payment in advance if credit is impaired. Advertiser is solely responsible for all Fees due, including where use of the payment method is not authorized by Advertiser, where Advertiser “unclaims” its “GeoInfo” on Playsee, or where Advertiser’s business has closed. If Playsee does not receive full payment from your payment card issuer or your alternative payment method, you remain obligated to pay Playsee for all amounts due.

In the event that Advertiser changes its payment method, all accumulated balance shall be immediately charged to the current payment method; if the current payment method cannot be successfully charged, all accumulated balance shall be charged to the new payment method instead. Playsee may increase Fees in its sole discretion at the end of any term. If payment of additional Fees is owed, Advertiser shall pay for all such Fees. Unpaid Fees are subject to a charge of 1.5% per month on any outstanding balance, or the maximum amount permitted by law, whichever is lower, plus all expenses of collection, including attorney’s fees and costs. It shall be a material breach of this Agreement if Advertiser fails to timely pay all due Fees. Such failure of payment may result in suspension or termination of an ad campaign, and/or suspension or termination of Advertiser’s Account, in Playsee’s sole discretion. To the fullest extent permitted by law, if Advertiser disputes any issue(s) relating to Fees, including the amount of due Fees, Advertiser must promptly notify Playsee in writing of the dispute and submit any evidence supporting Advertiser’s position within 30 days after being charged by emailing Playsee at contact@playsee.co with the subject line “Fee Dispute”. Advertiser waives all claims related to Fees not disputed in writing from the 30th day onwards. If the parties are unable to reach a resolution as to the amount of Fees due, Playsee’s reasonable determination shall govern. In any action or proceeding to enforce rights under this Agreement, including to recover Fees, the prevailing party will be entitled to recover reasonable costs and attorney’s fees.

7. Term and Termination

Either party may terminate this Agreement, for any reason or no reason, at any time. In the event that either party (i) files a voluntary petition in bankruptcy; (ii) makes an assignment for the benefit of their creditors; or (iii) breaches any of their representations or warranties under this Agreement and fails to remedy their breach within 30 days of written notice of its breach, this Agreement shall automatically terminate. Advertiser may also pause or terminate a specific ad campaign at any time (by changing the opt-in/opt-out feature), provided that Advertiser shall be liable for any Fees due (i.e., all Fees after an ad campaign has started running if the billing threshold has been met, as outlined in Section 6). Pausing or terminating a specific ad campaign or promotion will not pause or terminate other ad campaigns or promotions, nor cease any obligations under such other ad campaigns or promotions. The termination of any specific ad campaign shall not in any way impact the validity or existence of any Advertising Terms under any other ad campaign(s) published by Advertiser.

In the event that Advertiser breaches the obligations in Sections 2–6, or 9, Playsee may, in its sole and absolute discretion, suspend and/or terminate this Agreement, Advertiser’s Account, and/or any specific ad campaign without any further notice to Advertiser. Playsee may further modify, cancel, suspend, or discontinue the Service or any offerings, including any reporting, measurement solutions, and advertisement product offerings, and the Ad Service, in whole or in part, at any time in its sole discretion, without any further notice to Advertiser. Upon termination of this Agreement, any and all licenses and rights granted to Advertiser in connection with this Agreement shall immediately cease and terminate, and Advertiser shall immediately: (i) discontinue use of the Service and the Account; (ii) pay all outstanding Fees and amounts then due and owing under this Agreement; (iii) return to Playsee all documents and other materials related to the Service as required or requested by Playsee; and (iv) continue to perform any obligations under this Agreement that expressly survive, or that may be reasonably expected to survive termination. Without limiting any other provisions of this Agreement, and except as stated above, Sections 3–4 and 8–14, and the obligation to pay outstanding Fees, shall expressly survive any termination.

8. Confidential Information

Each party agrees to use the other party's Confidential Information solely for the purposes contemplated by this Agreement and to refrain from disclosing the other party's Confidential Information to any third party, unless disclosure is: (a) necessary and permitted in connection with the receiving party's performance of the obligations or exercise of the rights under this Agreement or any other agreement between the parties; (b) required by law, provided that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice thereof so as to afford the disclosing party an opportunity to intervene and seek an order or other appropriate relief for the protection of the Confidential Information from use or disclosure; or (c) made with the consent of the disclosing party. For the purposes of this Agreement, “Confidential Information” includes, without limitation, information regarding any existing or contemplated Playsee services, products, processes, techniques, or know-how, or any information or data developed pursuant to the performance of the Service. The term “Confidential Information” does not include information that: (a) at the time of the disclosure or thereafter is or becomes generally available to the public other than as a result of the disclosure by the receiving party in violation of this Agreement; (b) was or becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party; (c) is independently developed by the receiving party without the use of any Confidential Information; or (d) was in the possession of the receiving party prior to being disclosed to the receiving party by the disclosing party.

9. Representations and Warranties

(a) Advertiser’s Warranties

Advertiser represents and warrants that: (i) Advertiser is in full compliance with all Applicable Laws and all terms of this Agreement, which includes the Advertising Policies, Playsee Rules, and other documents incorporated by reference, which may be updated by Playsee from time to time; (ii) Advertiser has all rights and licenses necessary to perform all of the obligations hereunder and to grant the licenses in Section 5(b); (iii) Advertiser’s duties hereunder, do not and will not violate any agreement to which Advertiser is bound; (iv) Advertising Content will not violate any Applicable Laws or infringe on any third-party intellectual property rights; and (iv) Advertiser has all necessary rights and authority to enter into this Agreement. For clarity, Advertiser represents and warrants that Advertiser will comply with, and is solely responsible for complying with, all Applicable Laws and applicable Playsee terms; and Advertiser assumes all responsibility for complying with the same and shall rely solely upon its own counsel and consultants in complying with this Section.

(b) Playsee’s Warranties

Playsee represents and warrants that, subject to Sections 11–12: (i) Playsee has all necessary rights and authority to enter into this Agreement; and (ii) Playsee’s Service do not knowingly infringe on the intellectual property rights of any third party.

10. Defense and Your Indemnification

Advertiser, on Advertiser's own behalf and on behalf of any partners, owners, and agents, shall defend, indemnify, and hold harmless Playsee and its owners, members, directors, officers, licensees, employees, agents, successors, and assigns (collectively, “Playsee Parties”) from and against any and all claims, actions, losses, liability, damages, costs, investigations, lawsuits, settlements, costs, fees, and expenses (including reasonable attorney's fees and court costs) arising from or related to: (a) any negligent act or omission by Advertiser or relating to Advertiser’s Account; (b) any breach or alleged breach by Advertiser of these Advertising Terms or any other applicable Playsee terms, including without limitation Advertiser’s representations and warranties in Sections 2–4 and 9(a); (c) any violation or alleged violation by Advertiser of any Applicable Laws; and (d) any violation or alleged violation by Advertiser of the rights of any third party, including the infringement of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity. Nothing in this Section shall limit any other remedy available to Playsee Parties. These obligations shall survive any termination of the Agreement. The indemnitee shall have the right to participate in the defense and to retain defense counsel at its expense. The indemnitor shall not have authority to settle any claim on the indemnitee’s behalf without the indemnitee’s written consent.

11. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PLAYSEE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PLAYSEE DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE SERVICE MAY, FROM TIME TO TIME, BE UNAVAILABLE, INCLUDING DUE TO PLANNED OR UNPLANNED DOWNTIME, THIRD-PARTY ACTIONS, OR FACTORS BEYOND PLAYSEE’S REASONABLE CONTROL. PLAYSEE SHALL NOT BE LIABLE FOR ANY LOSS, INTERRUPTION, OR DELAY IN THE SERVICE, DATA SECURITY INCIDENTS, OR LOSS OF ADVERTISING CONTENT OR OTHER DATA. PLAYSEE SHALL NOT BE LIABLE FOR ANY LOSS, DELETION, OR FAILURE TO STORE ANY CONTENT, INCLUDING ADVERTISING CONTENT. ADVERTISER ACKNOWLEDGES THAT THE SERVICE MAY RELY UPON THIRD PARTIES, INCLUDING FOR TECHNICAL FUNCTIONS; AND PLAYSEE SHALL NOT BE LIABLE TO ADVERTISER FOR ANY THIRD-PARTY ACTIONS OR CONTENT, INCLUDING CONSUMER COMMUNICATIONS, ACTIONS BY OTHER WEBSITES, OR THIRD-PARTY SERVICES. To the extent permitted by Applicable Laws, Playsee does not guarantee the performance or success of Advertising Content or the Service or that Advertising Content will reach the targeted audience. Playsee runs systems that attempt to detect fraudulent activity, but Playsee is not responsible for such fraudulent activity or any technological issues that may affect the cost or performance of Advertising Content, and Playsee does not guarantee perfect delivery.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL PLAYSEE BE LIABLE TO ADVERTISER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, STATUTORY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST REVENUE OR PROFITS) RESULTING FROM, ARISING OUT OF, OR RELATED TO ITS PERFORMANCE OR FAILURE TO PERFORM ANY OF ITS OBLIGATIONS UNDER, OR BREACH OF, THIS AGREEMENT, INCLUDING FOR THIRD-PARTY CONDUCT, VIRUSES, HACKING, THREATS, OR DATA SECURITY OR PRIVACY ISSUES, WHETHER OR NOT EITHER PARTY WAS ADVISED, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES. PLAYSEE SHALL NOT BE LIABLE FOR ANY ACTION OR INACTION OF ADVERTISER OR ANY THIRD PARTY, ANY ADVERTISER OR THIRD-PARTY CONTENT, ADVERTISER’S ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE, OR ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE OR ADVERTISING CONTENT. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE AGGREGATE LIABILITY OF PLAYSEE OR PLAYSEE PARTIES, WHETHER UNDER CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID TO PLAYSEE, IF ANY, IN THE PAST 3 MONTHS PRECEDING THE CLAIM.

13. Resolution of Claims

(a) General Provisions

This provision applies to the fullest extent permitted by applicable law. If there is a claim, dispute, or controversy of any kind (collectively, “Claim(s)”) involving you and Playsee, or any of its parents, subsidiaries, affiliated companies, employees, agents, officers, directors, shareholders, and/or licensors (which shall be third-party beneficiaries of this arbitration provision), arising out of or related to these Terms, the Service, or your Account, you and Playsee agree to first try to resolve the Claim informally. You may contact us at contact@playsee.co. If we cannot resolve the Claim informally, you and Playsee agree to resolve all Claims exclusively through final and binding arbitration, rather than in court, as, and except as, provided herein. ALL SUCH CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS. BY ENTERING INTO THESE TERMS, YOU AND PLAYSEE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION. ANY CAUSE OF ACTION BY ADVERTISER ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT MUST BE INSTITUTED WITHIN 1 YEAR AFTER THE CAUSE OF ACTION AROSE OR WILL BE FOREVER WAIVED. Arbitration will be before one neutral arbitrator instead of a judge or jury. You agree that the U.S. Federal Arbitration Act will govern the interpretation and enforcement of this arbitration provision. The arbitration will be administered by the American Arbitration Association ("AAA") under its rules, including its commercial arbitration rules, except as provided herein. You can find the AAA rules and forms at www.adr.org. Unless you and Playsee agree otherwise, the arbitration will be conducted in San Francisco, California; but the arbitration may be conducted through, and the parties may attend via, video conference, telephonic hearing, or document submission. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to resolve, including issues of enforceability, interpretation, applicability, and construction of this arbitration provision; the arbitrator has exclusive authority to resolve any Claim, including relating to the enforceability, interpretation, applicability, and construction of this arbitration provision. The arbitrator will issue a decision in writing but need only provide a statement of reasons if requested by a party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. This arbitration provision shall survive termination of these Terms and your Account. This arbitration provision shall not prevent either party from, in a court of competent jurisdiction, seeking injunctive relief in aid of arbitration, including for matters related to intellectual property or unauthorized access to the Service, or from moving to compel or stay arbitration or enforce an arbitration award. If your business is outside of the United States, you and Playsee agree to resolve all Claims exclusively in Taipei District Court, Taiwan (R.O.C.). You and Playsee consent to and waive objections to personal jurisdiction and venue of such courts as applicable. Except to the extent expressly stated otherwise in these Terms or preempted by U.S. federal law, these Terms and any Claims (whether contract, tort, or otherwise) arising out of or related to these Terms or the Service will be governed by the state laws of California.

(b) Third-Party Claims

If any claim or action of any nature is brought against Playsee, this agreement to arbitrate will not preclude Playsee from bringing a third-party claim against Advertiser or any third party, including through a cross-complaint or independent complaint. If Playsee brings a cross-complaint against Advertiser in any existing action, ADVERTISER WAIVES OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF THE COURT.

14. Miscellaneous

This Agreement (along with the documents incorporated by reference) constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the parties, whether written or oral, as to the matters herein.

Except in connection with a merger, acquisition, or sale of all or substantially all of Advertiser’s assets related to this Agreement, Advertiser may not assign this Agreement or the rights and obligations hereunder, and any attempted assignment in contravention of this provision shall be null and void and of no force or effect. Playsee may assign this Agreement, and any and all rights granted hereunder, in its sole discretion, at any time, without Advertiser’s consent.

Except as provided herein, the failure to exercise a right or require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns.

Playsee may change or update these Advertising Terms from time to time by providing a new version or posting it on the Service, and your continued use of the Service constitutes acceptance of those changes. This Agreement may not otherwise be modified except by an instrument in writing signed by each party. The relationship of the parties under this Agreement is one of independent contractors and nothing herein should be construed to constitute the parties as partners, joint ventures, agent and principal, or employer and employee.

Any notice due hereunder shall be effective by emailing and/or mailing a document to the contact information on record. Advertiser shall have an ongoing obligation to provide accurate and updated contact information to Playsee. If Advertiser becomes aware of any litigation or investigation concerning the subject matter of this Agreement, Advertiser shall immediately notify Playsee of such action. Advertiser agrees not to disclose the name of Playsee or any third parties using the Service without providing Playsee with at least 10 days’ written notice of any intent to disclose such information.

Advertiser agrees that Advertiser will not, for at least the term of this Agreement and 6 months after, solicit or circumvent any business relationships involving Playsee, unless there was a prior-existing relationship with the respective third party. Each party acknowledges and agrees that they have had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms of this Agreement, which shall not be construed against either party by reason of its drafting. Neither party shall be deemed in default of this Agreement to the extent that performance of their obligations or attempts to cure any breach (other than for payment of Fees) are delayed or prevented by reason of any act of God, fire, natural disaster, pandemic, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party. If any provision of this Agreement or application thereof is held invalid, the invalidity shall not affect other provisions of the Agreement and to this end the provisions of this Agreement are declared to be severable.

Updated on 2020/12/25