Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.

Your ("user" or "you") use of the Playy Media, Inc., ("PLAYY" or "we"), software application (the "App"), the PLAYY website at http://www.playy.us, and all subdomains thereof, (the "Site"), and all other services provided by PLAYY, (collectively "PLAYY services"), is governed by this terms of use agreement ("Agreement" or "Terms of Use" or "Terms of Use Agreement"), which sets out the legally binding terms and conditions for any use of, or access to, the Site, App, or other PLAYY services, worldwide, by any individual or entity. Please read this Agreement carefully before your use of the Site, App, or other PLAYY services.

Your use of the Site, App, or other PLAYY services constitutes your agreement to, and consent to be bound by, this Agreement and any other additional rules, policies, procedures, or other terms set forth on the APP or the Site, or otherwise communicated to you by PLAYY, and updated without notice to you, all of which are incorporated herein by reference. By using the Site or any other PLAYY services, in any manner, including but not limited to visiting, accessing, or browsing the Site, you agree to be bound by this Agreement, including any additional terms.

Your use of the Site, App, or other PLAYY services is conditioned on compliance with this Agreement and all other terms, and failure to comply with this Agreement at all times constitutes unauthorized use of PLAYY services. If you are using PLAYY services while acting on behalf of an entity, your use of PLAYY services constitutes your representation and warranty that you have the authority required to enter into, and bind the entity to, this Agreement.

PLAYY, in its sole discretion, reserves the right to refuse service to anyone at any time, including access to the Site, App, or other PLAYY services. PLAYY reserves the right to grant, cancel, reinstate, or suspend any user’s access to services at any time, including the Site and user accounts. PLAYY further reserves the right to remove any content by any user for any reason, without notice.

Use of the Site, App, or other PLAYY services is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement or where use of PLAYY services is illegal.

  1. CONDUCT AND CONTENT

    PLAYY provides the APP, the SITE, and other PLAYY services as a venue to connect musicians with their fans via direct co-creation. PLAYY seeks to support fans and musicians by providing a venue for users to show the artistic properties of user-generated content and to deepen the connection between fans, musicians, and music. PLAYY also seeks to support musicians to grow their audience, and to be discovered by fans, by offering music on a platform optimized for showcasing the music with the highest potential for organic engagement and virality.

    PLAYY is a platform for users to film a 10 second video and synchronize the video to a library of music and audio uploaded directly by the rightsholders themselves. This combination of user generated video and audio ("Clip" or "Clips") can be shared on social media, including on Instagram, Facebook, and Twitter, and elsewhere on the web.

    PLAYY is not involved in the actions of any user of PLAYY services or in the interactions between users, and PLAYY is not responsible for any user generated content on PLAYY services, including Clips, video, pictures, audio, likenesses, and text ("content" or "Content"). PLAYY does not own any such content, and use of PLAYY services does not transfer to PLAYY any ownership rights in such content or create any liability or responsibility of PLAYY for the actions or uses of PLAYY services by users. Users of PLAYY maintain ownership rights over content and responsibility for their actions and uses of PLAYY services. PLAYY only provides a venue where authorized uses of PLAYY services may take place, authorized and legal interactions among PLAYY users may take place, and authorized content may be uploaded, viewed, and shared on the terms and conditions in this Agreement.

    PLAYY does not and will not monitor content or interactions among users for accuracy, authenticity, quality, safety, morality, legality, truth, defamation, misappropriation, offensive nature, or any other aspect, and users are responsible for all content. PLAYY does not and will not pre-screen content or information provided by users. PLAYY does not and cannot guarantee the identity, age, nationality, or other information posted by any user. Notwithstanding the foregoing, PLAYY may monitor content and remove content for any reason.

    PLAYY is not responsible or liable for any content: for example, Clips, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links, posted by you, other users, or outside parties on PLAYY. You agree to refrain from using PLAYY to arrange to meet users from the Site in person. You use PLAYY services, including the Site, at your own risk.

    You agree that you use PLAYY services at your own risk, including the Site and App, and that PLAYY is a venue and does not bear any liability or responsibility for any aspect of any interaction among PLAYY users. You further agree that PLAYY makes no guarantee or warranty, and performs no quality control, for any content by users via PLAYY.

    We encourage all users to create and share original content. You acknowledge that all content available on or through the Services is posted by users and is not the responsibility of PLAYY. PLAYY may, at its discretion, monitor or control the content posted via the Services, but makes no guarantee as to the nature, character, or availability of the content. The content available on or through the Services is viewed and shared at your own risk. Due to the nature of users sharing content on the Services, you might find some content offensive, harassing, inaccurate, or otherwise inappropriate, and acknowledge that you hold PLAYY harmless for viewing such content.

    1. No Unauthorized Content Or Conduct

      PLAYY grants you a limited, non-transferable, non-exclusive, personal license to use the Site, App, and PLAYY services for their intended purposes. PLAYY may suspend, terminate or limit your License, or your access to the Services (or any portion thereof), at any time and without notice for violating any provision of this Agreement. Further, PLAYY may alter, limit, modify, or discontinue the Services (or any portion thereof) at any time and without notice.

      Your content and use of the Site, APP, and any PLAYY services:

      • must not be false, inaccurate, or misleading;

      • must not be fraudulent or involve the lease, rental, hiring out, or sale of illegal, counterfeit, or stolen items, or other illegal goods or services;

      • must not infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy;

      • must not be defamatory, libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including PLAYY staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device;

      • must not be obscene;

      • must not contain or transmit any code of a destructive nature that may damage, interfere with, intercept or expropriate any system, data, or personal information;

      • must not modify, adapt, or hack PLAYY or modify another website so as to falsely imply that it is associated with PLAYY; must not contain any advertising or promotional messages (except as permitted by PLAYY under this Agreement), spam or any other form of solicitation; and must not link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under this Agreement or other policy documents as posted on PLAYY.

      You may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive content via PLAYY Services.

      You are responsible for any activity that occurs through your account and you agree you will not sell, transfer, license or assign your account, any aspect thereof, or any account rights. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, PLAYY prohibits the creation of and you agree that you will not create an account for anyone other than yourself. You also represent that all information you provide or provided to PLAYY upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.

      You agree that you will not solicit, collect, or use the login credentials of other PLAYY users.

      You agree to set a secure password and to keep and use it in a secure way at all times. You agree not to provide your username and/or password information to any other party other than PLAYY. You agree to immediately notify PLAYY of any unauthorized use of your password or other failure to maintain security. You are responsible for all activity, liability, and damage resulting from your failure to maintain password and account security confidentiality. You agree that PLAYY cannot and will not be liable for any loss or damage arising from your failure to maintain the security of your password and account.

      You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information via the Service, including, without limitation, your or any other person's credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.

      You may not use the Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of PLAYY Services and your Content, including but not limited to, copyright laws.

      You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials that you submit, post or display on or via the Services.

      You must not change, modify, adapt or alter the Service or change, modify or alter another website so as to falsely imply that it is associated with the Service or PLAYY.

      You must not interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any PLAYY page is rendered or displayed in a user's browser or device.

      You must not create accounts with the Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.

      You must not attempt to restrict another user from using or enjoying the Service and you must not encourage or facilitate violations of these Terms of Use or any other PLAYY terms.

      Violation of these Terms of Use may, in PLAYY's sole discretion, result in termination of your PLAYY account. You understand and agree that PLAYY cannot and will not be responsible for the Content posted on the Service and you use the Service at your own risk. If you violate the letter or spirit of these Terms of Use, or otherwise create risk or possible legal exposure for PLAYY, we can stop providing all or part of the Service to you.

      You represent and warrant to PLAYY that your content, and the components thereof, are original works created by you, or you have obtained all rights, licenses, consents and permissions necessary in order to (A) use such content and post it to the Services and (B) grant PLAYY the license in your content set forth herein.

      You represent and warrant that you have obtained permissions or releases, as necessary, from each person, or for each likeness, or for any other protected content appearing in your content. You acknowledge and agree that you are liable for any lawsuit resulting from your content or the person’s or likenesses appearing in your content, such as for defamation or misappropriation, and for any costs or damages incurred by PLAYY, and shall defend and indemnify PLAYY in the event of any such lawsuit.

      You may not Post any Content which contains advertisements or sponsorships for which you have been compensated in any way ("Sponsored Content") without first receiving the express written permission of PLAYY, which may be withheld in PLAYY's sole discretion. If you wish to post Sponsored Content, you must first secure the requisite permission and enter into a content commission agreement with PLAYY by contacting [sponsored@playy.us]. PLAYY may remove or modify any Content at any time without notice and for any reason. PLAYY will not be responsible for backing up or preserving any Content. You may report Content that violates this Agreement by clicking the "REPORT" button that corresponds to the applicable Content. PLAYY may, in its sole discretion, remove or modify the reported Content.

      You agree to comply with, at all times, this Agreement and all laws regarding your activity on the Site or the APP or on other PLAYY services. You agree that you are solely responsible for your activity and content on the Site and agree to comply with any and all laws regarding online conduct and acceptable content.

      You agree that you are responsible for and must pay all applicable taxes, customs, duties, or other sums owed as a result of your activity on the Site. PLAYY cannot and will not inform you of, or bear any responsibility for, any applicable taxes or other sums you are required to pay for your activity or content on the Site or the APP, or for your use of PLAYY’s services.

      You agree to comply with, at all times, PLAYY's terms and conditions as stated in this Agreement and any additional terms and conditions stated on the Site or in the APP; and any and all rules, policies, procedures, and terms, which may be published by PLAYY, each of which is incorporated herein by reference and each of which may be revised by PLAYY without notice to you. You agree to be responsible for regularly checking for updates to this Agreement and other policies, and to inform yourself of any applicable laws, and for taking any other step which is necessary to comply with this Agreement, other policies, and any applicable law.

      Additional terms and conditions may apply to services offered on the Site or the App and/or by PLAYY and may be published by PLAYY from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by reference and may be updated without notice to you.

      PLAYY reserves the right to modify or terminate the Service or your access to the Service for any reason, without notice, at any time, and without liability to you. Upon termination, all licenses and other rights granted to you in these Terms of Use will immediately cease.

    2. Licenses

      PLAYY disclaims and otherwise does not claim ownership rights in your Content. You grant PLAYY a limited license only to use any information or Content you supply to PLAYY so that PLAYY is not violating any rights you might have in that Content.

      Except as limited in Section 1.3 (Limitation Of License For Audio Content), you grant PLAYY a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable license to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute any and all content you post, share, submit, or otherwise distribute through the PLAYY services, and to exercise the copyright, publicity, and database rights you have in the content. You agree to allow PLAYY to store or re-format your Content on the Site or via other PLAYY services and display your Content on PLAYY in any way as PLAYY chooses.

      Content that you upload to and generate using PLAYY may be used by other PLAYY users. For example, when you upload audio files to PLAYY, you grant other users of PLAYY the limited right to use those audio files to generate audiovisual content and to share and display said content using PLAYY services, through social media, and on the internet. However, users of PLAYY must not use video content of others, except in authorized means including sharing, reposting, and commenting on clips, and must not attempt to do so through unauthorized means.

      Except as limited in Section 1.3 (Limitation Of License For Audio Content), you grant PLAYY users a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable license to use the content you post to PLAYY for authorized uses facilitated by PLAYY services.

      You expressly acknowledge and agree that PLAYY has the right, but not obligation, to share, sell, or distribute, without limitation, except as limited in Section 1.3 (Limitation Of License For Audio Content), any content generated or submitted by you in any manner or fashion, including with companies or individuals who partner with PLAYY ("PLAYY Partners").

      Neither PLAYY, nor PLAYY Partners, offers, or is obligated, to provide, or shall owe, you any compensation or royalties for any content you submit to the services or content shared by PLAYY. PLAYY may in the future incorporate compensation to content owners for revenue generated related to authorized uses of audio files, at which time this Agreement will be amended to reflect any changes.

      By uploading Content to PLAYY you warrant that you own and/or have the right to use such Content in this manner and that such Content does not infringe any third party intellectual property rights. In the event that PLAYY receives a complaint in respect of any Content posted by you shall be liable for such complaint, and indemnify PLAYY therefrom, including any resulting damages and/or costs, including those incurred by PLAYY, and it shall be your sole responsibility to deal with such a complaint and to compensate PLAYY for any loss and/or cost incurred. PLAYY reserves the right to remove any Content immediately, without notice.

      By posting Content on PLAYY, it is possible for an outside website or a third party to re-post that Content. You agree to hold PLAYY harmless, or to otherwise indemnify PLAYY, for any dispute concerning this use. If you choose to display your own PLAYY-hosted image on another website, the image must provide a link back to its listing page on PLAYY.

      PLAYY considers any unsolicited suggestions, ideas, proposals, or other material submitted to it by users via the Site, App, or otherwise (other than the Content and the tangible items listed on the Site by users) (collectively, the "Material") to be non-confidential and nonproprietary, and PLAYY shall not be liable for the disclosure or use of such Material. If, at PLAYY's request, any member sends Material to improve the site (for example to customer support), PLAYY will also consider that Material to be non-confidential and nonproprietary, and PLAYY will not be liable for use or disclosure of the Material. Any communication by you to PLAYY is subject to this Agreement. You hereby grant and agree to grant PLAYY, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable, and transferable right and license to incorporate, use, publish, and exploit such Material for any purpose whatsoever, commercial, or otherwise, including but not limited to incorporating it in the systems, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.

      As part of your interactions with other users and use of PLAYY services, you may obtain personal information, including email address, and shipping information, from another PLAYY user. Without obtaining prior permission from the other user, this personal information shall only be used for the purpose for which such information is obtained, and not for any illegal purpose, or for PLAYY-related communications. PLAYY has not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the user, you are not licensed to add any PLAYY user to your email or physical mail list.

      Please refer to copyright, privacy, and other information available on the Site and App, and contact PLAYY with any questions before using the Site, APP, or any PLAYY Services.

      PLAYY reserves the right to modify or adapt Content as necessary to share, promote, or distribute such Content.

    3. Limitation Of License For Audio Content

      Your audio content shared to PLAYY may be used as part of the Clip creation process and also used and distributed via other authorized uses of PLAYY services. Notwithstanding the licenses granted herein, you do not grant PLAYY, PLAYY Partners, or PLAYY users a licenses to, and PLAYY, PLAYY Partners, and users of PLAYY may not, use or distribute audio content outside of the Clip creation process and other authorized uses of PLAYY or sell audio content.

    4. Copyright Policy And DMCA Notices

      PLAYY is committed to protecting the intellectual property rights, copyrights, and trademarks of both nonusers and users of PLAYY services. Although PLAYY cannot control everything that is uploaded to, or displayed on, the Site, the App, or other PLAYY services, we do our best to ensure that content does not infringe on the copyright, trademark, or other intellectual property rights of any parties. If you believe that your intellectual property rights have been infringed, please notify us as soon as you become aware.

      By uploading your content to PLAYY you represent and warrant that you own and/or have the right to use such content in this manner and that this does not infringe any third party intellectual property rights. In the event that PLAYY receives a complaint regarding any content posted by you, it shall be your sole responsibility to deal with such a complaint and PLAYY is entitled to ask you to compensate PLAYY for any loss, costs, damages, or harm suffered. PLAYY reserves the right to remove any infringing (or potentially infringing) content immediately.

      By using the site, such as uploading content, you promise to hold PLAYY harmless for any loss, costs, damages, or harm that you incur as a result of PLAYY taking action in response to a copyright or other complaint.

      1. NOTICES OF COPYRIGHT INFRINGEMENT

        PLAYY takes claims of copyright infringement seriously and will respond to notices of alleged copyright infringement that comply with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (the "DMCA"). We will ban repeat copyright infringers from accessing the App, the Site, and other PLAYY services.

        If you believe your copyrighted content is available on the Services, you must send a notice as required under the DMCA with the following:

        • Your physical or electronic signature;
        • Identification of the copyrighted work you believe to have been;
        • infringed or, if the claim involves multiple works on the Services, a list of the works;
        • Identification of the content on the Services that you believe to be infringing;
        • Your contact information, including your name, mailing address, telephone number, and e-mail address;
        • A statement that you have a good faith belief that use of the copyrighted content is not authorized by the copyright owner, its agent or the law;
        • A statement that the information in the written notice is accurate;
        • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner;

        Completed DMCA notices shall be mailed to PLAYY’s designated Copyright Agent:

        Copyright Agent
        PLAYY Media, Inc.
        [copyright@playy.us]
        500 West 23rd Street, Suite 4C
        New York, NY 10011

      2. COUNTER NOTICES

        If you believe that content you posted on the PLAYY services was removed, or access to it was disabled, by mistake or misidentification, you may file a counter-notification with us (the "Counter-Notice") by submitting written notification to our copyright agent (identified below).

        Pursuant to the DMCA, the Counter-Notice must include the following information:

        • Your physical or electronic signature;
        • An 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 access disabled;
        • Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address);
        • A statement under penalty of perjury by you that you have a good faith belief that the content identified above was removed or disabled as a result of a mistake or misidentification of the content to be removed or disabled.
        • A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Services may be found) and that you will accept service from the person (or an agent of that person) who provided PLAYY with the complaint at issue.

        Completed Counter-Notices should be sent to:

        Copyright Agent
        PLAYY Media, Inc.
        [copyright@playy.us]
        500 West 23rd Street, Suite 4C
        New York, NY 10011

        The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice. Please be aware that if you knowingly materially misrepresent that content or activity on the Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

  2. PLAYY SERVICES

    1. Complaints, Reporting, Blocking. PLAYY does not monitor, or bear responsibility for, content or user activity on PLAYY services. Users may report complaints about other users, the Site, or content to PLAYY. PLAYY may act in its sole discretion in a manner of its choosing in response to such reports. Users may block other users.

    2. Age. PLAYY's services are available only to, and may only be used by, individuals who are 13 years and older and who have the capacity to understand, enter into, and comply with this Agreement, and in whose jurisdiction it is not illegal to enter into this Agreement or use PLAYY services. You represent and warrant that you are at least 13 years old and that all registration information you submit is accurate and truthful. PLAYY may, in its sole discretion, refuse to offer access to, or use of, services to any person or entity and may change its eligibility criteria at any time without notice to you. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions.

    3. Interactions With Other Users. Users are solely responsible for interactions with others. Users understand that PLAYY does not in any way screen its users. All users agree to exercise caution and good judgment in all interactions with others, particularly if meeting offline or in person. You must not communicate with other users to send unsolicited advertising or promotions, request samples, loans, donations, or "spam”. You must not pass on email addresses or any other information to third parties. You must use common sense when giving out personal information to others. You must not knowingly harass, threaten, blackmail, or abuse another user. If another user explicitly tells you not to contact them, you must not contact them again.

    4. Comments/Communications With/By Other Users. PLAYY provides a mechanism by which users may comment on Clips created by other users. PLAYY does not inspect, warrant, or guarantee the accuracy or quality of comments and is not responsible for content contained therein, nor for the consequences of any comment. PLAYY shall not be liable to any user for any defamation, lost profits, or other consequences resulting from a comment or other action of other users. If a PLAYY user has a complaint about a comment or other user, that user may report that complaint.

    5. Data Charges. You agree that you are responsible for all data charges you incur through use of the Service.

    6. Access To Services. We prohibit crawling, scraping, caching or otherwise accessing any content on the Service via automated means, including but not limited to, user profiles and photos (except as may be the result of standard search engine protocols or technologies used by a search engine with PLAYY's express consent).

    7. Access To Content. Although it is PLAYY's intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. Also, PLAYY reserves the right to remove any Content from the Service for any reason, without prior notice. Content removed from the Service may continue to be stored by PLAYY, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. Consequently, PLAYY encourages you to maintain your own backup of your Content to the extent possible. In other words, PLAYY is not a backup service and you agree that you will not rely on the Service for the purposes of Content backup or storage. PLAYY will not be liable to you for any modification, suspension, or discontinuation of the Services, or the loss of any Content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Content or other information may not be secure.

  3. INFORMATION CONTROL

    You use the Site, the App, and any PLAYY service at your own risk. PLAYY does not control the Content provided by users that is made available on the Site and APP and through PLAYY. You may find some Content to be offensive, harmful, inaccurate, or deceptive. You also assume the risk of, and are responsible for the consequences of, dealing with underage persons or people acting under false pretense. Additionally, you assume any increased risk associated with dealing with international interactions. By using PLAYY, you agree to accept such risks and that PLAYY (and PLAYY's officers, directors, agents, subsidiaries, joint ventures, and employees) is not responsible for any acts or omissions of users on PLAYY. Please use caution, common sense, and take adequate security measures when using PLAYY.

    PLAYY is not responsible for the availability of outside websites or resources linked to or referenced on the Site. PLAYY does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that PLAYY shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, items, or services available on or through any such websites or resources or via pop ups which may appear when accessing the Site from your computer.

  4. RESOLUTION OF DISPUTES AND RELEASE

    Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section.

    In the event a dispute arises between you and PLAYY, contact PLAYY at [report@playy.us]. Any dispute must be adjudicated in arbitration in New York, New York, United States of America, or otherwise in the federal or state courts in New York, New York, United States of America.

    Should you have a dispute with one or more users, or an outside party, you release PLAYY (and its officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual 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 such disputes.

    1. Arbitration Agreement.

      Any dispute shall be solely and exclusively settled by final and binding arbitration in accordance with the then current commercial arbitration rules of the American Arbitration Association. Either Party to this Agreement may initiate the arbitration of a dispute by sending written notice of such election to the other Party clearly marked "Arbitration Demand". The dispute shall be adjudicated by one (1) neutral and impartial arbitrator. The decision of the arbitration tribunal shall be final and binding upon the parties hereto and may be entered in any competent court for judicial acceptance of such an award and order of enforcement. All costs of the arbitration shall be shared equally by the parties, and each Party shall be responsible for its own legal and other costs. Notwithstanding this section, each Party may, and expressly reserves the right to, seek judicial relief from any court of competent jurisdiction in order to obtain an injunction or other equitable relief or to otherwise obtain temporary relief pending the outcome of the arbitration. Arbitration will take place in New York, New York. The proceedings shall be conducted and all documentation shall be presented in English. The parties agree that the arbitration proceedings and its contents shall be kept confidential, except as may otherwise be required by applicable law.

    2. Class Action Waiver.

      You agree to waive your right to participate in any class action or collective action, including a class or group arbitration. You understand that any action taken against PLAYY must be pursued on an individual basis.

  5. PLAYY'S INTELLECTUAL PROPERTY

    PLAYY, its graphics, logos, designs, page headers, button icons, scripts, and service names are trademarks or trade dress of PLAYY Media, Inc. and its subsidiaries. PLAYY's copyright, trademarks, logos, business name, domain name, and trade dress, and all other intellectual property rights, may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.

  6. BREACH

    Without limiting any other remedies, PLAYY may, without notice, and without refunding any fees, delay or immediately remove Content, warn PLAYY's community of a user's actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user's account privileges, terminate a user's account, prohibit access to the Site, and take technical and legal steps to keep a user off the Site and refuse to provide services to a user if: PLAYY suspects a user has breached this Agreement or other policy or terms of use; PLAYY is unable to verify or authenticate any of your personal information or Content; PLAYY believes that a user is acting inconsistently with PLAYY's policies and/or this Agreement, has engaged in improper or fraudulent activity in connection with PLAYY or the actions may cause legal liability or financial loss to PLAYY's users or to PLAYY.

  7. NO WARRANTY

    PLAYY, its officers, directors, employees, and suppliers provide PLAYY services and the site and services "as is" and without any warranty or condition, express, implied, or statutory. PLAYY, its officers, directors, employees, and suppliers specifically disclaim any implied warranties of title, merchantability, performance, fitness for a particular purpose, and non-infringement. In addition, nothing stated anywhere by PLAYY shall create any warranty.

  8. LIABILITY LIMIT

    In no event shall PLAYY, its officers, directors, employees, or suppliers be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Site, PLAYY services, or this agreement, including without limitation, lost profits, bodily injury, emotional distress, or any special, incidental, or consequential damages.

    PLAYY’s liability, and the liability of its officers, directors, employees, and suppliers, to you or to any third parties, in any circumstance, is limited to the greater of either the amount of fees you pay to PLAYY in the 12 months prior to the action giving rise to liability or $100 USD.

    1. In no event will PLAYY or its subsidiaries, parent entities, shareholders, owners, directors, officers, or employees ("Affiliates") be liable for any direct, indirect, consequential, incidental, special, exemplary, or punitive damages or liabilities whatsoever arising from or relating to the Services or this Agreement, whether founded in contract, tort, strict liability, or any other theory, even if you have been advised of the possibility of such damages.

    2. The Software is provided "as is," with all faults, defects and errors, and without warranty of any kind, whether express or implied. PLAYY does not warrant that the Services will be free of bugs, errors, viruses or other defects, and you shall have no liability of any kind for the use of or inability to use the Services, the software content or any associated service.

    3. Without limiting the generality of Section 6(a), in no event will the liability of PLAYY or its Affiliates exceed $100 (USD). The existence of more than one claim will not enlarge or extend this limit.

    4. You agree (to the maximum extent permitted by law) to indemnify and hold harmless PLAYY and its Affiliates from any loss, liability or claim made by any third party due to, or arising out of, your breach of or failure to comply with this Agreement, your use of the Services, your Posting of Content, or your violation of any law or contractual obligation.

  9. INDEMNITY

    You agree to indemnify and hold PLAYY and its parents, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including legal fees, made by any third party due to, or arising out of, your breach of this agreement or the terms it incorporates by reference, or your breach of any law or the rights of a third party.

  10. NO GUARANTEE

    PLAYY does not guarantee continuous, uninterrupted access to the Site, the App, or other services, and operation of the Site or App may be interfered with by numerous factors outside PLAYY's control or otherwise, without any notice to users.

    PLAYY reserves the right to modify or terminate any PLAYY service for any reason, without notice, at any time. PLAYY reserves the right to alter this Agreement or terms. You agree to review the terms and this Agreement frequently.

  11. NO AGENCY

    You and PLAYY are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

  12. CHOICE OF LAW

    This Agreement shall be governed by and interpreted under the laws of the State of New York without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and obligations of the parties.

  13. SURVIVAL AND SEVERABILITY

    If any provision of this Agreement shall be found by a court of competent jurisdiction or arbitration panel to be void, invalid, or unenforceable, that provision shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of the remainder of this Agreement. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction or arbitration panel to be void, invalid, or unenforceable, and reformation or striking of such provision materially changes the economic benefit of this Agreement to either party, the parties shall modify such provision in accordance with this Section to obtain a legal, valid, and enforceable provision and provide an economic benefit to the parties that most nearly effects the parties’ intent on entering into this Agreement.

  14. DISCLOSURES AND NOTICE

    The services hereunder are offered by PLAYY Media, Inc., a Delaware Corporation with its principal place of business in New York, New York.

    Notice should be directed to:

    PLAYY Media, Inc
    500 West 23rd Street, Suite 4C
    New York, NY 10011