Marketplace Agreement

Welcome to the PlaySpan Marketplace (defined below), a storefront for Digital Goods (defined below) for online games social networks and virtual worlds. This Marketplace Agreement (this "Agreement") describes the terms and conditions for your use of the software and services provided by PlaySpan in connection with the Marketplace. By registering for or using the Marketplace, you agree to this Agreement. If you are an individual using the Services on behalf of a company, you represent and warrant that you have all necessary authority to bind your company to the terms and conditions of this Agreement

The most recent version of this Agreement was posted on July 7, 2010. It is effective for you: on August 6, 2010 if you are an existing user as of July 7, 2010; and, otherwise, upon your use or registration for the Marketplace.

Changes and Amendments: We may amend this Agreement from time to time. It is the Marketplace user’s responsibility to periodically check back for any changes. Your continued use of the Services after any changes shall constitute your acceptance of the amended Agreement.The Marketplace

PlaySpan, Inc. ("PlaySpan") provides a marketplace ("Marketplace") through which users can buy and sell Digital Goods and access services related to the Marketplace (collectively, "Services", which include the service of providing the Marketplace). A "Digital Good" means a Virtual Good, Virtual Currency, ESN, Downloadable Game, or Video Content, as applicable, which PlaySpan has been authorized to sell on the Marketplace. "Virtual Goods" include characters, weapons, in-game currency, and other in-game items. A Virtual Good is a set of rights to electronic in-game items, as licensed by the publisher of the Virtual Good ("Publisher") and subject to the Publisher's user agreement. An "ESN" is one or more codes, serial numbers or passwords that allow a user certain rights and privileges, including game play, to a particular or series of games, virtual worlds or social networks. "Video Content" is any video a registered Marketplace user ("Video Owner") posts for sale on the Marketplace.

PlaySpan does not create or own any Digital Goods, it merely provides a platform through which to trade them. Each Publisher gives PlaySpan the right to control transfers of Digital Goods for real-world money, pursuant to which PlaySpan provides instructions to Publishers to terminate a seller's rights in the transferred Digital Good and grants those rights to the applicable buyer.

PlaySpan allows Video Owners to sell Video Content. Nothing in this Agreement affects the rights established by (1) the Publisher in the Virtual Goods or ESNs or (2) the Video Owner in the Video Content. As used in this Agreement and the Marketplace: to "sell" a Digital Good means to transfer or grant the licensed right to the Digital Good in accordance with this Agreement; to "buy" a Digital Good means to receive the licensed right to the Digital Good in accordance with this Agreement; to "own" a Digital Good means to hold the rights granted by the Publisher or Video Owner in the Digital Good. Regardless of the shorthand use of the terms "buy", "sell", and "own" in this Agreement or in the Marketplace, you do not own any Digital Goods, you have only a license (granted by the Publisher or Video Owner) to the rights represented by the Digital Good.
You acknowledge that you may find content available through the Marketplace to be objectionable, and you agree that PlaySpan will have no liability for any content not provided by PlaySpan.

Subject to the terms and conditions of this Agreement, we grant you a non-exclusive, non-transferable license to use the Marketplace and Services solely for your own personal, non-commercial purposes during the term of this Agreement. (a) You shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Marketplace or Service; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Marketplace or Service; (c) you shall not access the Marketplace or Service in order to build a similar or competitive product or service; and (d) except as expressly stated herein, no part of the Marketplace or Service may be copied, reproduced, distributed, republished, downloaded, displayed, performed, posted or transmitted in any form or by any means.

PlaySpan's Services obligations related to the transfer of a Digital Good are limited to the following:

This User Agreement ( "Agreement") describes the terms and conditions for your use of the payment processing, prepaid cards, marketplace and ecommerce services (“Services”) provided by PlaySpan in connection with any of the sites operated by PlaySpan, or in connection with any of the Merchants (for which PlaySpan provides payment services) that provide access to their services upon acceptance of payment. By registering for a PlaySpan Service, you agree to be held by the terms and conditions of the Agreement. If you are an individual (“User”) using the Services on behalf of a company, you represent and warrant that you have all necessary authority to bind your company to the terms and conditions of this Agreement.

A Merchant is (a) a registered User of PlaySpan and (b) and entity that is also registered with PlaySpan to transact business on or using a PlaySpan Service by signing the appropriate merchant contract(s) (“Merchant Agreement”). To sell an item on the PlaySpan Marketplace or to receive payments via a PlaySpan payment service, the appropriate representative of a company must sign a Merchant Agreement with PlaySpan (available on http://www.playspan.com/developer).

In cases where PlaySpan is processing payments, access to Merchants’ services or purchase of goods from a Merchant by Users occurs when they remit payment via PlaySpan. Access to Merchants’ service is subject to the Users’ compliance with certain terms and conditions spelled out in this Agreement as well as the User’s compliance with the Conditions, Terms of Service ("ToS"), Rules of Conduct ("RoC"), and/or the End User License Agreement ("EULA") published by the Merchant whose goods or services the User is ultimately buying. The terms and conditions governing PlaySpan processing services appear below.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE MAKING ANY PAYMENTS. BY TRAVERSING THE PLAYSPAN SITE OR REMITTING PAYMENT TO PLAYSPAN, YOU AGREE TO BE BOUND BY BOTH THIS AGREEMENT AND THAT OF THE MERCHANT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE PLAYSPAN SITE NOR REMIT PAYMENT VIA A PLAYSPAN PAYMENT METHOD.

The most recent version of this Agreement was posted on Feb 4th, 2011. It is effective upon date of posting. We may amend this Agreement from time to time, without specific notice to you and without your agreement. It is the User’s responsibility to periodically check back for any changes. Your continued use of the Services after any changes shall constitute your acceptance of the amended Agreement.

Access to Merchants’ services or purchase of goods from a Merchant by Users occurs when they remit payment to PlaySpan. PlaySpan adds or subtracts any applicable fees and/or taxes, communicates a payment confirmation to the Merchant and in a timely manner conveys the payment to the Merchant. When you remit payment to PlaySpan in response to a quote for a specific transaction ("Amount Due"), PlaySpan will communicate receipt of your payment to the Merchant. Merchants are obligated to either accept or reject your payment. Upon acceptance, they are obligated to release the goods or services you’ve paid for. If the merchant rejects your payment or if PlaySpan cannot get an acknowledgement of the payment, PlaySpan will return your payment to you. PlaySpan will make a reasonable effort to return your payment to you through the same payment system, method or channel you used to send the payment, in your native currency. Should that prove impractical or impossible, PlaySpan may
disburse your refund as a check drawn on a U.S. bank, payable in U.S. Dollars ("USD"). If you paid using another currency and your refund is paid in USD, then PlaySpan reserves the right to calculate the necessary currency conversion using the XE.com mid-market rate, minus 4% as a currency exchange fee.

Any liability incurred as a result of your actions or your use of a Merchant’s service shall be yours and yours alone. You agree not to hold PlaySpan liable for any exposure or event incurred by you during use of a PlaySpan Service.

You agree that you will not use PlaySpan to pay for any transaction greater than USD $1000, nor make payments to or through PlaySpan totaling more than USD $15,000 a month, or an equivalent amount in any other currency.

PlaySpan reserves the right to change its rates and prices at any time without warning.

If you opt to use a payment method offered by PlaySpan where delivery of the payment constitutes a "promise to pay" (such as is the case with a payment by check or direct debit of your checking or savings account, or a payment made via a transaction service allowing payment reversal), and your promised payment does not clear or is uncollectible, is refused or not honored by your bank, or you reverse your payment, your access to Account(s) on Merchants’ services may be suspended immediately. All such actions shall result in a $25 reactivation fee and your Account will remain inaccessible until said fee and all associated bad debts are paid to PlaySpan. Reactivation fees are levied per instance of un-cleared, non-sufficient funds (NSF), stopped, charged-back, or reversed payments. You agree you will also pay this reactivation fee should you submit false or incorrect checking or savings account information resulting in PlaySpan being charged a bank fee for submitting a direct debit that is not honored by your bank. Any charge levied by a bank against your or another bank account as a result of your submitting incorrect, invalid, or fraudulent bank information is your responsibility to pay and PlaySpan shall not be held liable for such charges.

You will be liable for all attorney and collection fees arising from efforts to collect any unpaid balance on your account(s) resulting from your failure to honor your promise to pay. If your usage fees for the site or Service are billed to your credit card or your bank checking account and PlaySpan is informed by the issuing bank that your account information is invalid or no longer active, your account on a Provider's service may be deactivated immediately. In order to prevent any such deactivation or to reactivate your account, you must contact PlaySpan at customerservice@PlaySpan.com and provide valid information.

You can obtain current rates for PlaySpan pricing for handling payments for any Merchant that PlaySpan processes alternate payment options for by selecting to pay via PlaySpan from the Merchant’s Point of Sale page, or by clicking on other links on the Merchant site designated for use by Consumers seeking to use PlaySpan. Clicking on these links redirects you to the PlaySpan site, where the amount due for that particular transaction will be clearly displayed. If you are dissatisfied with any charges, you may discontinue the Service at any time by notifying PlaySpan at customerservice@PlaySpan.com. PlaySpan may discontinue the Service and access to Accounts at any time. This will NOT result in, or be considered grounds for, a refund of any previously paid amount.

If you have subscribed to have PlaySpan process a recurring charge you for payments due to a Merchant, such as for an ongoing subscription, you may discontinue the Service at any time by notifying PlaySpan at customerservice@PlaySpan.com.

In the event your access to an Account is terminated by the associated Merchant as a result of your actions, you immediately forfeit all time remaining on your access to that Account. You may request a refund of the pro-rated purchase price; however, neither PlaySpan nor the Merchant is under any obligation to refund the unused amount. If PlaySpan elects to refund the pro-rated amount, that refund may have early termination or other reasonable fees subtracted from it.


You are responsible for any and all connection charges relating to access of the Account designated for your use and any and all charges incurred while accessing your Account.

PlaySpan reserves the right to charge additional finance fees for late payment at the highest interest rates permitted by law.

In the event a Merchant changes its pricing, pricing plan, or introduces new pricing options, PlaySpan reserves the right to cancel any quotes for transactional amounts due that were generated before the aforementioned price change.

Subject to the terms and conditions of this Agreement, we grant you a non-exclusive, non-transferable license to use the Services solely for your own personal, non-commercial purposes during the term of this Agreement. You shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Service; you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; you shall not access the Service in order to build a similar or competitive product or service; and except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, performed, posted or transmitted in any form or by any means.

PlaySpan, Inc. ("PlaySpan") provides a marketplace ("Marketplace") through which Users can buy and sell Digital Goods and access to service related to the Marketplace provided by third party vendors (“Third Party Providers”). A "Digital Good" means a Virtual Good, Virtual Currency, ESN, Downloadable Game, or Video Content, as applicable, which PlaySpan has been authorized to sell on the Marketplace. Virtual Goods include characters, weapons, in-game currency, and other in-game items. A Virtual Good is a set of rights to electronic in-game items, as licensed by the publisher of the Virtual Good ("Publisher") and subject to the Publisher's User agreement. An "ESN" is one or more codes, serial numbers or passwords that allow a User certain rights and privileges, including game play, to a particular or series of games, virtual worlds or social networks. "Video Content" is any video a registered Merchant posts for sale on the Marketplace.

With the exception of UltimatePoints, PlaySpan does not create or own any Digital Goods, it merely provides a platform through which to buy, sell or trade such goods. Each Publisher gives PlaySpan the right to control transfers of Digital Goods for real-world money, pursuant to which PlaySpan provides instructions to (a) Publishers to grant rights to a User who purchased goods, or (b) terminate one User’s rights in the transferred Digital Good and grant those rights to another User who purchased such Digital Goods.

Nothing in this Agreement affects the rights established by (1) the Publisher in the Virtual Goods or ESNs or (2) the Video Owner in the Video Content. As used in this Agreement and the Marketplace: to "sell" a Digital Good means to transfer or grant the licensed right to the Digital Good in accordance with this Agreement; to "buy" a Digital Good means to receive the licensed right to the Digital Good in accordance with this Agreement; to "own" a Digital Good means to hold the rights granted by the
Publisher in the Digital Good. Regardless of the shorthand use of the terms "buy", "sell", and "own" in this Agreement or in the Marketplace, you do not own any Digital Goods, you have only a license (granted by the Publisher) to the rights represented by the Digital Good.

You acknowledge that you may find content available through the Marketplace to be objectionable, and you agree that PlaySpan will have no liability for any content not provided by PlaySpan.

PlaySpan's Services obligations related to the transfer of a Digital Good are limited to the following:

(1) PlaySpan's systems will as applicable (a) instruct the Publisher's systems to move the Virtual Good (in the state in which it exists at the time of the transfer) from the Merchant's inventory to the User in the Publisher's systems or (b) transfer the ESN to the User via email notification to the User’s then current registered email or (c) allow the User to view the Video Content for 7 days, and

(2) PlaySpan will charge the User's payment method the applicable amount, and
(3) PlaySpan will retain its fee applicable to the transaction and pay the Merchant in accordance with the Fees policy described in this Agreement.

For transactions on the PlaySpan Marketplace (www.playspan.com), PlaySpan will be recorded as the merchant of record with the credit card system for the sale of the Digital Good. If your transaction is with another User, you agree that your agreement to purchase or sell Digital Goods with another User is solely between you and that other User; PlaySpan is merely providing the means for the exchange to take place and the payment to be processed.

PlaySpan may provide to you or otherwise allow you to acquire or buy UltimatePoints. "UltimatePoints", "Points", or "points" are a Virtual Currency and a digital limited license that are redeemable for certain Digital Goods (as determined by PlaySpan) within the Marketplace or as a payment method on other sites through payment processing services provided by PlaySpan. If you obtain points, you agree to the terms and conditions in this Agreement, as well as any additional terms which PlaySpan may provide when you acquire the points. If you acquire points, you may review how many points you have by checking your points balance by logging into your PlaySpan account.

You may obtain points in a variety of ways, including, without limitation, by purchasing points, earning points through completing advertising offers, redeeming a points coupon or by receiving points for using the PlaySpan service. Points granted by PlaySpan via promotion, rebate or for Account activity may have an expiration date associated. The expiration date or duration shall be set upon the time of the offer, but may be modified by PlaySpan at its sole discretion.

You can earn points only for actions you actually complete. You may redeem points by using them to purchase Digital Goods. You remain solely responsible for any tax consequences that may result from your receipt, purchase, acceptance, or control of points.

You do not own points, and points are not your (or any other person's) personal property. Instead, when you obtain points, you have only received a limited license to a digital product. Points have no monetary value. Any points in your Account will automatically terminate upon termination of this Agreement, unless as expected by state or federal law. At the sole discretion of PlaySpan, unless as excepted by state or federal law, some points may also have an expiration date attached to them after which they will have no value. You may not obtain any cash or money in exchange for points, regardless of how you acquired those points. Besides collecting points, the only other use for points is to exchange points for
Digital Goods that PlaySpan offers for points redemption. Due to local laws or regulations, PlaySpan may further restrict your points redemption offers based on your state or country of residence. The expiration date or duration shall be set upon the time of the offer, but may be modified by PlaySpan at its sole discretion.

The Digital Goods that PlaySpan makes available to you for redemption of points can change at any time, and PlaySpan has no obligation to continue making Digital Goods available for points redemption.

PlaySpan may cancel, suspend or otherwise limit your access to your points balance if we suspect you have acted in a fraudulent, abusive or unlawful manner with regard to your points. Once points are removed from a User's points balance, PlaySpan will not reinstate them, except at our discretion. When we cancel, suspend or otherwise limit access to your points balance, your right to use your points balance immediately ceases. In addition, we may, at our discretion, limit your use of points, including applying limits to: the number of points you may have credited to your points balance at one time, the number of points you may redeem within a given time period, and the number of promotional points you may obtain in a single event.

If points are credited to your balance for a transaction or activity that is subsequently voided, canceled or involves a returned item, then PlaySpan will remove those points from your balance. You are responsible for ensuring that we properly credit points to your points balance. If you believe that you have validly acquired points that have not been credited to your points balance, we will only consider posting those points to your account if (s) you contact us within six (6) months of the date of which the activity or purchase occurred. We may request reasonable documentation to support your claim.

You may establish an account (your "Account"), and conduct transactions through the Service if you (i) are at least thirteen (13) years of age and (ii) provide PlaySpan with a valid email address and any other information which PlaySpan may request in connection with the registration and transaction process. You agree that you will conduct transactions through the PlaySpan Service solely through Account(s) registered by you and that no other person or entity will have any claim or interest in any Digital Goods you buy through such Service.

You are not eligible to register for an Account or conduct any transaction through a PlaySpan Service (other than for testing and evaluation purposes) if: (1) you are an employee or contractor (or a member of the immediate family of an employee or contractor) of PlaySpan or a Publisher that works with PlaySpan, or (2) you are using an "exempt" Account (e.g., an Account that is flagged as "no charge") for any Publisher.

As a buyer of a Digital Good on the Marketplace, you promise that you will pay the applicable amounts for the Digital Good. You will not deny or decline any such charge. PlaySpan will automatically bill your credit card (or other payment method) submitted in ordering the Digital Good on or around the date of the order. You hereby authorize PlaySpan (including through PlaySpan’s third party payment processing service provider) to bill your credit card (or other payment method) as described above. You must have space in your game Account to receive that Digital Good. If you do not have room for your newly bought Digital Good, you will need to make room to receive it.

If you are a buyer of a Digital Good, you agree that there will be no refunds or returns, except in exceptional circumstances as determined in PlaySpan's sole discretion.

Your password is the key to your Account. Use unique numbers, letters, and special characters. You are solely responsible for maintaining the security of your PlaySpan Account(s). You take full responsibility for all activities that take place through your Account(s). You will keep your password(s) confidential,
and safeguard access to your Account(s). You shall not share or transfer your Account with anyone else, temporarily or permanently; it is personal to you alone. If your password has been compromised for any reason, you should immediately notify PlaySpan and change your password.

If a Merchant redirects you to a PlaySpan payment service, you agree that you are not sharing your Account on that Merchant’s service with any other person, and that you have sole access to that Account. PlaySpan is not responsible if another person or party gains access to your Account on PlaySpan or on any Merchant’s site or service.

User Content. "User Content" means any and all information and content that an User submits to the website or Services (e.g., Video Content or content in the User’s profile or forum post). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. User Content may be viewed by third parties even if User Content is in a password protected area. You should not provide User Content that you want protected from others. You may not state or imply that your User Content is in any way provided, sponsored or endorsed by PlaySpan. PlaySpan is not obligated to backup any User Content and User Content may be deleted at anytime. You are solely responsible for creating backup copies of your User Content if you desire. We respect your ownership of User Content. As between you and PlaySpan, you retain all right, title, and interest you had in your User Content, subject to the licenses granted under this Agreement.

By submitting your User Content to the website or Services, you automatically grant, and you represent and warrant that you have the right to grant, to PlaySpan an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of (1) including your User Content (other than Video Content) in the website and Services and (2) enabling you, if you or your company signs a Merchant Agreement, to sell, and another User to receive, your Video Content through a Service. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

You agree not to submit any User Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortuous, threatening, harmful, abusive, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature; (c) that is harmful to minors in any way; or (d) in violation of any law, regulation, or obligations or restrictions imposed by any third party.

You agree not to upload User Content in excess of the following maximum storage and bandwidth limitations: Max 2GB per individual video upload. Max 10GB per content publisher for video uploads.

If your User Content is shared with third parties, those third parties may have retained copies of your User Content. If we have made use of your User Content before you deleted it, our license to your User Content will continue after such deletion, otherwise we will cease using your User Content within a
reasonable period of time, provided that User Content may still exist in our backup servers. Terminating your Account will not automatically delete your User Content.

Our privacy policy, which is incorporated by reference herein into this Agreement, can be found at https://developer.playspan.com/developer/login.do

It is a priority of PlaySpan to enable our Service to be operational at all times. In cases where there is an outage or the Service is temporarily unavailable, PlaySpan will endeavor to restore service as soon as possible. PlaySpan will not be responsible for lost activity during the service outage, including, but not limited to, lost offers or expired items.

You promise that (i) you will comply with all provisions of this Agreement, (ii) you will not use or manipulate the Service for any fraudulent activity or purpose or for any misrepresentation, (iii) neither you nor anyone acting on your behalf will engage in any manipulative transaction practices (including, but not limited to, so-called "shill" transactions, using an Account to artificially inflate any listing price or the value of any type of Digital Good, or hoarding Digital Goods), (iv) you will not interfere with any other User's or a Merchant’s transaction, (v) you will not use PlaySpan in violation of any law, regulation or ordinance, (vi) you will not use an invalid or unauthorized credit card, or other payment account (vii) you will not use someone else's Account in connection with PlaySpan, (viii) you will not buy or Digital Goods for real money or any other real world consideration outside of the Marketplace, or attempt to circumvent paying the PlaySpan fees, and (ix) you will not trade, or attempt to trade, any Digital Good that the Publisher has designated as non-transferable. PlaySpan may reject, refuse, or remove any User Content at any time, for any reason or for no reason, and without any notice to you or any other person.

Sweepstakes, contests, and promotions on the Service may also have additional rules and eligibility requirements, such as certain age or geographic area restrictions, and you are responsible for complying with these rules and requirements.

Except as expressly provided in this Agreement, you may not reproduce, distribute, translate, rent, reverse engineer, derive source code from, modify, disassemble, decompile, or create derivative works based on any software related to the Services, or remove any proprietary notices or labels on any software related to the Services. You will not host, provide or develop matchmaking services for the Services or intercept, emulate or redirect the communication used by PlaySpan in any way, including without limitation emulation, tunneling, packet sniffing, modifying or adding components to the Services, use of a utility program or any other techniques now known or hereafter developed, for any purpose, including without limitation unauthorized network services over the Internet. You will not facilitate, create or maintain any unauthorized connection to the Services, including without limitation any connection to any unauthorized server that emulates, or attempts to emulate, the Services. All connections to the Services, whether created by other tools and utilities, may only be made through methods and means expressly approved by PlaySpan. Under no circumstances may you connect, or create tools that allow you or others to connect, to the PlaySpan's proprietary interface other than those expressly provided by PlaySpan for public use.

You agree to use User information only for: (i) PlaySpan transaction-related purposes that are not unsolicited commercial messages; (ii) using services offered through PlaySpan, or (iii) other purposes that a User expressly chooses.

While using a PlaySpan Account or accessing a MERCHANT’s site or service you gained access to via a payment to PlaySpan, you may not: (i) use any automated method of accessing, searching, placing offers on the Service, or completing advertising offers or redeeming coupons or other promotional offers, (ii) take any action that imposes or may impose an unreasonable load on PlaySpan or its infrastructure, (iii) take any action that interferes or attempts to interfere in any manner whatsoever with the operation of the Service, (iv) attempt to bypass methods PlaySpan may use to prevent or restrict access to the Service, (v) attempt to access the Services or PlaySpan's systems beyond the express authorization granted by PlaySpan, (vi) upload any computer viruses, worms, or any software intended to damage or alter a computer system or data, (vii) restrict or inhibit any other User from using and enjoying a Merchant’s network or content on their Account, the PlaySpan service, and/or the Internet; (viii) transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law, including without limitation the U.S. export control laws; (ix) transmit or in any way exploit any information, software or other material obtained through access to sites or Services made available through PlaySpan for commercial purposes (other than as expressly permitted by the provider of such information, software or other material); (x) transmit or distribute in any way information, software or other material obtained through sites or Services made available through PlaySpan which is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder.

Excluding User Content or Video Content, all title, ownership rights and intellectual property rights in and to the Services, including the software related to the Services, and all copies thereof (including without limitation any titles, computer code, themes, objects, concepts, artwork, designs, animations, sounds, musical compositions and recordings, audio-visual effects, methods of operation, moral rights, and any related documentation) are owned or licensed by PlaySpan. Such items are protected by the copyright laws of the United States, international treaties and conventions, and other laws. Such items may contain materials licensed by third parties, and the licensors of those materials may enforce their rights in the event of any violation of this Agreement. PlaySpan and its suppliers reserve all rights not granted in this Agreement.

PlaySpan reserves the right, at any time, to modify, suspend, or discontinue the website or Services or any part thereof with or without notice. You agree that PlaySpan will not be liable to you or to any third party for any modification, suspension, or discontinuance of the website or Services or any part thereof.

All trademarks, logos and service marks displayed on the website are our property or the property of other third parties. You are not permitted to use these marks without our prior written consent or the consent of such third party which may own the marks.

You agree that if you do not comply with any of the provisions of this Agreement or if your User Content violates, harms, or threatens the safely of any other person or creates liability for PlaySpan, PlaySpan can take any action which it believes is appropriate, including but not limited to removing or modifying your User Content, suspending or terminating your access to and participation in the Services, suspending or terminating your Account entirely, reporting your conduct to other Users, to any Publishers PlaySpan works with, and/or to law enforcement authorities. We reserve the right (but have no obligation under this Agreement) to review any User Content. You hereby consent to PlaySpan monitoring any activity on the Marketplace, and investigating any suspected breach of this Agreement, and reporting your conduct to other Users, to any Publishers PlaySpan works with, and/or to law enforcement authorities. In case of fraudulent activity occurring, PlaySpan will hold back any payments and refund. In order to cooperate with legitimate governmental requests, subpoenas or court orders, or to protect our business and customers, we may access and disclose any information we consider necessary or appropriate, including your PlaySpan Account Username and password, IP address and traffic information, usage history, and your User Content.

Termination of this Agreement may be immediate if you engage in any conduct or activities that PlaySpan, in its sole discretion, believes are for any improper or illegal purpose or a purpose that, in PlaySpan's sole discretion, otherwise may compromise the integrity of PlaySpan, an Account, a Merchant, or the Internet, or if you otherwise violate any of the terms and conditions of this Agreement. If PlaySpan terminates your Account or denies you access to any site or service for Failure To Comply, you shall have no right (1) to access through PlaySpan or any account secured by PlaySpan assets or properties any materials stored on the Internet, (2) to obtain any credit(s) otherwise due to you from PlaySpan, and such credit(s) will be forfeited, (3) to access Providers’ services, merchandise or information on the Internet through PlaySpan or an Account owned by PlaySpan, and PlaySpan shall have no responsibility to notify any such third parties nor any responsibility for any consequences resulting from lack of notification. If your access to a site or Service is terminated by PlaySpan for conduct or activities described in this paragraph, you agree that you will not thereafter attempt to register for an Account or a similar site or Service from PlaySpan. PlaySpan also may collect from you any and all costs it incurs arising out of your engagement in any prohibited activity. PlaySpan may make its actions taken under this section publicly known, and you hereby release PlaySpan from all claims associated with any such public announcements. Nothing contained in this section shall be construed to limit PlaySpan's rights and remedies, and PlaySpan hereby reserves all such rights and remedies which may be available to it at law or in equity. You agree to defend, indemnify and hold PlaySpan and its affiliates harmless from any and all liabilities, costs and expenses, including reasonable attorneys' fees, related to any violation of this Agreement by you or Users of your account, or in connection with the use of PlaySpan sites, Services or the Internet or the placement or transmission of any message, information, software or other materials on the Internet by you or authorized Users of your Account.

The website and Services are provided “AS-IS” and as available and PlaySpan (and its suppliers) expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. PlaySpan (and its suppliers) make no warranty that the website or Services: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, complete, legal, or safe. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

You understand that, except for information, products or services clearly identified as being supplied by PlaySpan, neither PlaySpan nor any of the Merchant services PlaySpan accepts payments for controls any information, products or services on the Internet in any way and that, except for such PlaySpan -identified information, products or services, all merchandise, information and services offered or made available or accessible through the Internet are offered or made available or accessible by third parties who are not affiliated with PlaySpan.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF PLAYSPAN AND THE PROVIDERS ACCESSED THROUGH YOUR ACCOUNT, AND THROUGH THE INTERNET. PLAYSPAN DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED THROUGH PROVIDERS ACCESSED USING AN PLAYSPAN ACCOUNT, OR SERVICES OR ON THE INTERNET, AND THEY SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES AND OTHER INFORMATION, AND THE QUALITY AND MERCHANTABILITY OF ALL MERCHANDISE, PROVIDED THROUGH PLAYSPAN, PROVIDERS OR ON THE INTERNET. YOU UNDERSTAND FURTHER THAT THE INTERNET CONTAINS UNEDITED MATERIALS, SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOU ACCESS SUCH MATERIALS AT YOUR OWN RISK. PLAYSPAN HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS OR YOUR EXPOSURE TO SUCH MATERIALS.

ACCESS TO AN ACCOUNT AND ASSOCIATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY PLAYSPAN, ITS EMPLOYEES, OR CONTRACTORS, OR PROVIDERS, OR THEIR RESPECTIVE EMPLOYEES, SHALL CREATE A WARRANTY. NEITHER PLAYSPAN NOR PROVIDERS WARRANTS THAT THE SITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE ON THE SITE OR SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

In no event shall PlaySpan, its licensor(s) and each of our and their respective officers, directors, employees and agents, be liable to you or to any third party:

(a) for any lost profits or special, incidental, indirect or consequential damages (however arising, including negligence) arising out of or related to the website, Marketplace, Services, your Account, or this Agreement, to the extent permitted by applicable law, even if we have been advised of the possibility of such damages or loss;

(b) for any misrepresentation or fraud of any seller with respect to Digital Goods transferred on the Marketplace;

(c) for any loss or damages caused to any Digital Goods as a result of any action or omission of the applicable Publisher; or

(d) in excess of the greater of (i) $100 or (ii) the amounts paid by you to PlaySpan in the twelve (12) months prior to any claim, whichever is less.

IF YOU ARE DISSATISFIED WITH A PLAYSPAN SERVICE OR A MERCHANT, OR WITH ANY TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES, OR PRACTICES OF PLAYSPAN IN PROVIDING ACCESS TO A MERCHANT, SITE OR SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE OR SERVICE AND CEASE USING THE PLAYSPAN SERVICE.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental of consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from jurisdiction to jurisdiction.

This Agreement shall be governed in all respects by the laws of the state of California in the United States of America, without giving effect to any principles that may provide for the application of the law of another jurisdiction. The U.N. Convention on Contracts for the International Sale of Goods is hereby expressly disclaimed.

If a dispute arises between you and PlaySpan our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and PlaySpan agree that we will resolve any claim or controversy, at law or equity, that arises out of or relates to this Agreement or our Services (a "claim") in accordance with this section. This Section (Resolution of Disputes) shall not apply to the extent prohibited by applicable law.

Subject to the next paragraph, the parties agree that any claim or dispute one party has against the other party arising under or relating to this Agreement must be resolved exclusively by a court of competent jurisdiction, federal or state, located in the City and County of Santa Clara, California, and no other court. Each party agrees to submit to the personal jurisdiction of such courts and to accept service of process from them.

For any claim (excluding claims for injunctive or other equitable relief) where the total amount sought is less than $25,000, the party requesting relief must elect to resolve the claim in a cost effective manner through binding, non-appearance based arbitration. The arbitration must comply with the following rules: (1) the arbitration shall be conducted by telephone and/or be solely based on written submissions; (2) the arbitration shall not involve any personal appearance by the parties or witnesses unless mutually agreed by the parties; (3) any judgment or award rendered by the arbitrator may be entered in any court of competent jurisdiction.

All claims filed or brought contrary to this Section shall be considered improperly filed. Should you file a claim contrary to this Section, PlaySpan may recover attorneys' fees and costs, provided that PlaySpan has notified you in writing of the improperly filed claim, and you fail to promptly withdraw the claim.

The remedies in this paragraph will not limit any other remedies that either party may have in law or in equity.

PlaySpan may, in its discretion and on a case by case basis, offer to assist Users to resolve their disputes with Merchants or third parties. However, you agree that PlaySpan will have no obligation to do so, and will not be liable to you for any action it takes to help resolve any dispute.

You agree to defend, hold harmless, and indemnify PlaySpan, its subsidiaries, affiliates, directors, officers, agents, employees and other partners, from any damage, loss, liability, cost, or expense resulting from or relating to any claim by any other User, Merchant or any other third party related to any action or omission by you. As a condition of access to the Service, you release PlaySpan (and PlaySpan's shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors) from claims, demands and damages (direct and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute (or resolution thereof) you have or claim to have with one or more Users of the Services, Publishers, Video Owners, and/or Third Party Site and Offer providers. If you are a California resident, you waive California Civil Code §1542, in connection with the foregoing, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

This Agreement is effective until terminated. You may terminate this Account at any time upon notice to PlaySpan, in which case, PlaySpan will use reasonable efforts to terminate your Account within 24 hours. PlaySpan has the right, at any time for any reason or no reason to suspend your Account or terminate this Agreement without liability to you. If your Account is suspended or terminated for your breach of this Agreement (including delinquent payment), PlaySpan may suspend or terminate the Account associated with such breach and any or all other Accounts held by you or your affiliates, and your breach shall be deemed to apply to all such Accounts.

Upon any termination of this Agreement Sections 12-20 will survive.

PlaySpan registered Users agree to receive periodic service-related email messages from PlaySpan, including but not limited to monthly, quarterly or seasonal newsletters, special offers, coupons, recommended items, shopping cart purchase reminders, and new content and features deemed of interest to you. We respect your privacy and will not share your personal information, including email address, with third parties except as otherwise provided for in our Privacy Policy. PlaySpan registered Users have the right to opt out of all general email communications from PlaySpan by clicking on the
“opt out” link at the bottom of all email messages. Shopping cart purchase reminder emails may require a separate “opt out.”
Playspan may need to communicate with you via email, using the email address you provide. You agree and affirm that you have sole access to that email account, and that PlaySpan may use that email account to communicate sensitive financial or personal information to you.

You agree to comply with any and all applicable laws. The Service may be subject to applicable export restrictions. You must comply with all export and import laws, restrictions and regulations of the United States or any foreign agency or authority relating to such software and its use. PlaySpan makes no representation that any aspect of the Service is appropriate or available for use in your jurisdiction.

PlaySpan's failure to act with respect to a breach by you or others does not waive PlaySpan's right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by PlaySpan under this Agreement shall be deemed effective unless delivered in a writing signed by a duly authorized officer of PlaySpan. All or any of PlaySpan's rights and obligations under this Agreement may be assigned to a subsequent owner or operator of the Services in a merger, acquisition or sale of all or substantially all of PlaySpan's assets. You may not assign or transfer this Agreement or any or all of your rights hereunder without the prior written consent of PlaySpan, and any attempt to do so is void.

The section headings used herein are for convenience only and shall not affect the interpretation of this Agreement. If any provision of this Agreement shall be held to be unlawful, void, or for any reason unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.

PlaySpan may give legal notice to you by means of a general notice any of the PlaySpan sites, electronic mail to your e-mail address on our records for your Account, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record for your Account. All legal notices given by you or required under this Agreement shall be mailed to: PlaySpan, 2900 Gordon Ave., Suite 201, Santa Clara, CA 95051.

This Agreement (including all incorporated documents and policies) sets forth the entire understanding and agreement between you and PlaySpan with respect to the subject matter hereof.

The Services are controlled and operated by PlaySpan from its offices at, 2900 Gordon Ave., Suite 201, Santa Clara, CA 95051, United States of America. You may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210. Parental control protections (such as computer hardware, software, or filtering services) that may assist you in limiting access to material that is harmful to minors are commercially available.

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. There are no third party beneficiaries (including other Users) under this Agreement. PlaySpan is not affiliated with the Merchants for whom it payment provides ecommerce, payment processing or marketplace services. PlaySpan has established a formal agreement with the Merchants for PlaySpan Services, including payment processing.

PlaySpan employees and their family members (defined as parents, spouse, siblings and children) and any person residing in the same household as employees are prohibited from participating in PlaySpan auctions. However, select PlaySpan employees may occasionally participate in auctions as part of normal quality assurance testing.

1. We have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of Users of our online services who are repeat infringers of intellectual property rights, including copyrights. If you are a copyright owner or an agent thereof and believe that any User Content or other content on this website infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing us with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

• Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail

• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please send all notifications of claimed infringement to PlaySpan, Inc. Attn: Copyright Group, 2900 Gordon Avenue, Suite 201, Santa Clara, CA 95051, email: copyright@playspan.com, fax: 408-617-9169. For clarity, any other feedback, comments, requests for technical support, and other communications should be directed to our customer service through support@playspan.com. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.

2. Counter-Notice. If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Submission, you may send a counter-notice containing the following information to us:

• Your physical or electronic signature

• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

• A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content;

• Your name, address, telephone number, and e-mail address; and

• A statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by us, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or User, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.