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Terms Of Service

Before you use the platform, please read the following terms and conditions carefully. By using the platform, you signify your agreement to these terms and conditions, and you shall be bound by the same. If you do not agree to any of these terms and conditions, do not use the platform.

We reserve the right to change, modify, suspend, or discontinue any portion of the Marketplace Services (as defined below) at any time. We also have the right to impose limits on certain features or restrict your access to parts of, or the entire, Marketplace Services in our sole discretion and without notice or liability.

General

This agreement, and all schedules and appendices attached or referred hereto including any support documentation, if any, ("Agreement") is an agreement between you and Playhold Marketplace ("Marketplace", "we", "us", or "our").

This Agreement shall govern, among others:

  • the provision of the Marketplace Services (as hereinafter defined); and
  • your use of the Platform (as hereinafter defined).

The Marketplace Services are intended for, and may only be used by:

  • Individuals who are 18 years and older who can form legally binding contracts under applicable law.
  • Individuals who are under the age of 18 with the consent and direct supervision of his/her parent or legal guardian. All transactions carried out by any individual under the age of 18 pursuant to this Agreement shall be deemed to have been approved by his/her legal guardian or parent and such legal guardian or parent shall be responsible for any and all activities conducted by such individual under the age of 18.
  • Individuals that are not residents in sanction countries or any country or region that is subject to economic and trade sanctions and in any other country or region that the Marketplace determines from time to time in its sole discretion.
  • Individuals that are not designated as terrorists or terrorist associates by relevant authorities and in any other country or region that the Marketplace determines from time to time in its sole discretion.

Definitions and Interpretations

In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings:

  • Account means the account created and used by you to access or use the Platform;
  • Business Day means a day that is not a Saturday, a Sunday or a public holiday or bank holiday;
  • Buyer means the purchaser of any Goods and/or Services;
  • Goods and/or Services means the digital items, goods and/or services displayed, listed and/or offered by the Seller for sale through or on the Platform;
  • Marketplace Services mean the services and features provided or made available by the Marketplace through or on the Platform from time to time, including without limitation the services provided by the Marketplace to facilitate the Seller and the Buyer to enter into a Sale Contract with each other;
  • Information means any information, details, content, dimensions, data, maps, locations, photographs, text, descriptions, specifications, audio or video clips, graphics, and/or other materials;
  • Intellectual Property Rights mean all rights, titles and/or interests in, to and/or under patents, registered designs, designs, copyrights, names, marks, trade names, trademarks, service marks and logos and all other intellectual, industrial and/or proprietary rights;
  • Personal Data shall have the meaning prescribed to it in the Privacy Policy as updated by us from time to time;
  • Platform means the online platform (website, mobile site or mobile application) developed and/or operated by the Marketplace;
  • Privacy Policy means the policy published by the Marketplace from time to time on the Platform governing the protection and processing of Personal Data;
  • Registration Process means the registration process set out by the Marketplace for you to register and open an Account;
  • Representatives means the servants, employees, officers, agents, contractors, workmen, personnel and/or representatives of the relevant party;
  • Sale Contract means the agreement entered into between the relevant Seller and the relevant Buyer through the Platform for the sale of any Goods and/or Services;
  • Seller means a person who has registered for an Account with the Marketplace to display, list or offer any Goods and/or Services for sale through or on the Platform;
  • You/your means all users of the Platform, including without limitation the Sellers and the Buyers.

In this Agreement, unless the context otherwise requires:

  • denoting the singular include the plural and vice-versa;
  • words denoting natural persons include bodies corporate and unincorporated;
  • references to any law, legislation or to any provision of any law or legislation shall include all relevant regulations, statutory requirements and instruments issued under such law, legislation or provision and any variation, modification or re-enactment of any of the foregoing;
  • headings of this Agreement are inserted for convenience only and shall not affect the construction or interpretation of this Agreement;
  • references to any party to this Agreement or any other agreement or instrument shall include that party's successors and permitted assigns;
  • no rule of construction or interpretation applies to the disadvantage or detriment of the party having control or being responsible for the preparation of this Agreement; and
  • any words following the terms including, include or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.

Access to the Platform

If you wish to have access to the Platform and Marketplace Services, you shall create an Account with the Marketplace in accordance with the Registration Process. Upon successful registration, you may be given access to the Platform and Marketplace Services by logging in to your Account.

The Marketplace may, at its discretion, or as required by applicable laws (including but not limited to AML/CTF laws) or upon request by a competent legal authority, conduct verification checks directly or through an authorized third-party service provider for your use of the Platform and Marketplace Services. Your access to the Platform and Marketplace Services is subject to the Marketplace's satisfactory completion of verification procedures for you and any related persons as determined by the Marketplace at its discretion.

You shall be solely responsible for keeping the credentials of your Account confidential and secured at all times and shall immediately notify the Marketplace of any unauthorised access to your Account. Any instruction, notification or confirmation received by the Marketplace from your Account shall be deemed to have been issued by you notwithstanding that such notification or confirmation may have been issued by a third party, whether authorized or otherwise, and you shall be bound by such instruction, notification or confirmation.

Unless expressly agreed by the Marketplace each person is limited to one Account. No Account may be created on behalf of or in order to impersonate another person. Should the Marketplace discover that such a fraudulent Account has been created, the Marketplace shall be entitled to immediately suspend the Account and reserves the right to take any further remedial action, including without limitation informing the relevant authorities, without any liability on the part of the Marketplace.

You shall closely monitor all activities and transactions carried out through your Account and you shall take all steps and measures to check and verify the transaction history of your Account. You shall immediately notify the Marketplace within thirty (30) days:

  • of any unusual activities or transactions in connection with your Account or in the event that any of the activities or transactions are not accurately recorded in your Account;
  • upon receipt of any incomplete, garbled or inaccurate data or information from the Marketplace;
  • any unauthorised use of your Account or any other breach of security regarding your Account of which you have knowledge; and
  • upon receipt of any data or information which is not intended for you, and you shall not use or disclose any such data or information without the Marketplace's written consent.

For Buyers

You may use your Account to transact on the Platform. For security reasons, we may limit the amount or number of transactions you can make through your Account.

We shall have the right to refuse any transaction on your Account if:

  • the transaction does not satisfy these Terms and Conditions or any of our other terms and conditions set out on the Platform; or
  • where we have reason to believe that the transaction may violate any laws, rules or regulations or may otherwise subject us or any of our affiliates to liability or obligation.

You are responsible for all transactions initiated and fees, including but not limited to the costs of the Goods and/or Services, platform fees, and all applicable taxes incurred by using your Account.

For Sellers

If you are registering as a Seller under the age of 18, you must obtain permission from your parent(s) or legal guardian(s) to open a Seller's account on the Platform and that parent or legal guardian must agree to the terms of this Agreement and other terms and conditions related to the use of the Platform that may be released by the Marketplace from time to time.

If you are the parent or legal guardian of a minor creating a Seller's Account, you must accept and comply with the terms of this Agreement on behalf of the minor – you will be responsible for all use of the Account, including but not limited to the minor's activities on the Platform.

By proceeding with the registration of the Seller's Account, you and your parent(s) or legal guardian(s) represent and warrant that all statements and information submitted to the Marketplace during the Registration Process is current, complete, and accurate. If you provide any information that is untrue, inaccurate, or incomplete, the Marketplace reserves the right to restrict or suspend your use of your Account and the Platform.

Sale Contract

General

All Sale Contracts are strictly made between the relevant Seller and the relevant Buyer to the full and absolute exclusion of the Marketplace. The Marketplace makes no representation and/or warranty of any kind as to the Goods and/or Services and the Marketplace shall not be made liable or responsible to you in any manner whatsoever for any costs, loss, damages, claims, fines, penalties, liabilities and/or expenses howsoever arising from the Sale Contract, including without limitation for any negligence, delay, failure, fault and/or breach on the part of the relevant Seller or Buyer.

The Buyer acknowledges that there is a risk that the relevant game developer may modify the Buyer's game account and its content from purchases made by the Buyer via the Platform and the Marketplace shall not be held liable in any manner whatsoever in such circumstances. For the avoidance of doubt, all Goods and/or Services are offered by the relevant third party Seller and the Marketplace is merely the facilitator for the sale of such Goods and/or Services by permitting the listing, display and offering of such Goods and/or Services, and the facilitating the conclusion of any resulting Sale Contract on the Platform. As such, the Marketplace has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings. The Marketplace is not obliged to conduct pre-screening on users. The Marketplace cannot guarantee that a Buyer or Seller will actually complete a transaction.

Notwithstanding the foregoing, the Sale Contract shall be subject to and you shall observe and comply with the following terms and conditions:

  • You shall not modify or cancel any Sale Contract formed via the Platform except with the agreement in writing of the Marketplace and on the condition that you shall indemnify the Marketplace in full against all loss, costs, damages, charges and expenses (including loss of profit) incurred by the Marketplace as a result of such modification or cancellation;
  • You shall carry out all your obligations in connection with the Sale Contract diligently in a timely manner and with due care and skill;
  • Payment for a Sale Contract shall be carried out through the escrow system on the blockchain as facilitated by the Platform;
  • Unless approved and determined by the Marketplace in its sole discretion, all payments made on the Platform are final and all purchases on the Platform are non-refundable, except as expressly provided under this Agreement or our Policies or is required by the applicable laws; and
  • You shall comply with any instructions, guidelines and/or policies as may be published or provided by the Marketplace in connection with the Sale Contract from time to time.

In the event that any conflict, dispute and/or issue between you and another user or a third party in respect of the Sale Contract arises:

  • we encourage you to contact the user or third party directly and use your best endeavours to resolve such conflict, dispute or issue fairly and amicably, which the Marketplace shall use reasonable commercial efforts to facilitate.
  • The Marketplace may, but is not obliged to, intervene or take part in the resolution of such conflict, dispute or issue for the benefit of users. Should the Marketplace do so, the Marketplace does so in good faith and at its sole and absolute discretion, in accordance with the dispute resolution process based upon Marketplace policies. The Marketplace has no obligation to resolve disputes between users or between users and outside parties. You shall comply with all reasonable instructions as may be made by the Marketplace in connection thereof.
  • Users may approach the claims tribunal of their local jurisdiction to resolve any dispute arising from a transaction.

Seller's Representations, Warranties and Obligations

You may list and sell your Goods and/or Services on the Platform in accordance with the procedures set out on the Platform subject to all conditions and requirements as may be imposed by the Marketplace from time to time.

The Marketplace may at its absolute discretion:

  • categorise the Seller into the relevant group of Sellers based on the Marketplace's criteria;
  • determine and modify eligibility criteria applicable to the sale or provision of the Goods and/or Services on the platform, including but not limited to product categories, regional availability, and other commercial parameters; and
  • remove products or services which may include violations that are illegal or fraudulent, adult-oriented, inappropriate or pornographic, or constitute copyright or trademark infringement.

Each Seller warrants, represents, acknowledges and/or confirms that:

  • it has procured all necessary permission, right, licence, consent and/or approval from the relevant third parties and/or the local laws to publish, display and offer the Goods and/or Services for sale through the Platform (including without limitation the publishing of all Information in connection with the Goods and/or Services on the Platform) and such publishing, displaying and offering will neither infringe any third party rights nor violate local laws;
  • it shall honour and perform all the Sale Contracts and shall not engage in any conduct or carry out any action which may affect the Buyer's entitlement to the purchased Goods and/or Services;
  • it is able to and shall promptly provide, transfer or deliver the Goods and/or Services to the Buyer in a timely manner;
  • the Goods and/or Services are accurately described and the Goods and/or Services delivered or provided to the Buyer will conform with its description; and
  • it shall not directly or indirectly recruit and/or poach any Buyers or enter into any independent transaction with the Buyer other than through the Platform.

General Obligations

You shall, at your own cost and expense:

  • comply with all applicable law, statutes, by-law, regulations, orders, delegated or subordinate legislation, regulatory policies, notices, determinations, guidelines, directives and/or any other requirements of any governmental, statutory and/or regulatory bodies and/or departments from time to time;
  • obtain and maintain throughout the duration of this Agreement, all necessary approvals, consents, licences and permissions (statutory, regulatory, contractual or otherwise) in relation to your obligations and activities under this Agreement and the Sale Contract; and
  • comply with all guidelines, rules, regulations, policies, instructions and procedures in connection with the Platform and Marketplace Services as imposed or may be imposed by the Marketplace from time to time.

Use of the Platform/Marketplace Services

In consideration of you agreeing to the terms and conditions contained in this Agreement, the Marketplace grants you a non-exclusive, non-transferable right to access and use the Platform and Marketplace Services solely and to the extent necessary for the purpose of this Agreement. The Platform and/or the Marketplace Services shall not be commercialised by you in any manner whatsoever.

The Platform, Marketplace Services, and/or all Information contained on, in or made available through the Platform and/or Marketplace Services shall be collectively referred to as "Marketplace Platform/Services" and reference to Marketplace Platform/Services shall include any part thereof. Save and except as otherwise stated in this Agreement or with the Marketplace's prior written consent, you shall not and shall not attempt to, whether by yourself or by allowing any third party:

  • copy, distribute, recreate, and/or disseminate Marketplace Platform/Services except where such act is incidental to the normal use of Marketplace Platform/Services, or where it is necessary for the purpose of this Agreement or other back-up and/or operational security reasons;
  • rent, lease, sub-license, loan, translate, merge, adapt, vary or modify Marketplace Platform/Services;
  • make alterations or modifications to the whole or any part of Marketplace Platform/Services, or permit Marketplace Platform/Services to be combined with, or become incorporated in, any other programs;
  • disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of Marketplace Platform/Services;
  • provide or otherwise make available the underlying software of the Platform in whole or in part (including object and source code), in any form to any person;
  • use Marketplace Platform/Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with or not authorised by this Agreement, or act fraudulently or maliciously;
  • collect or harvest any Information from Marketplace Platform/Services or the Marketplace's systems or attempt to decipher any transmissions to or from the servers running any of the Marketplace Services;
  • access any data or Information not intended for you, including without limitation logging into a server or an account which you are not authorized to access;
  • use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform and/or transmit or distribute any malicious code, viruses, or harmful data into or through the Platform or any operating system;
  • misuse, abuse or hack into any aspect of Marketplace Platform/Services in any manner whatsoever or otherwise compromise the integrity of the Marketplace's software or systems;
  • send, advertise or publish any unsolicited advertising or promotional content through or on Marketplace Platform/Services; and
  • use Marketplace Platform/Services in a way that could damage, disable, overburden, impair or compromise the Marketplace's systems, software and/or security; or interfere with other users' use and enjoyment of Marketplace Platform/Services.

Information Submitted by You

You shall ensure that all Information provided to the Marketplace or published on the Platform by you is true, complete, accurate and up-to-date and that you have all the necessary authority and right to publish or provide such Information. You warrant that the Marketplace's use of any such Information will not infringe any of the right (including without limitation the Intellectual Property Rights) of any third party.

You shall not transmit or post (or cause to be transmitted or posted) through or on the Platform and/or Marketplace Services any Information which is or may be unlawful, technologically harmful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, which encourages or may encourage conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law or which violates or infringes or may violate or infringe the rights of others.

By submitting or uploading any Information on or through the Platform and/or Marketplace Services, you automatically grant, or warrant that the owner of such Information has expressly granted, the Marketplace the royalty-free, perpetual, irrevocable, non-exclusive right and license to reproduce, share, publish and distribute such Information (in whole or in part) on or through the Platform save and except for the Personal Data which is to be processed by the Marketplace in accordance with the Privacy Policy published on the Platform.

Consent to Receive E-mails

You consent to and authorise the use by us of any information provided by you (including Personal Data) for the purposes of sending special announcements, informational and promotional e-mails to you. Your agreement to the provisions of this Clause shall constitute your consent for the purpose of the provisions of any spam control laws.

Policies

You shall comply with and observe all the relevant terms, conditions and requirements contained in the policies published by the Marketplace on the Platform ("Policies"). For the avoidance of doubt, the Policies shall form part of this Agreement and you shall be bound by the same.

Links

The Platform may contain links to third party sites or to resources provided by third parties ("Third Party Sites/Content"). The Third Party Sites/Content are linked solely for your convenience. The Marketplace has no control over and the Marketplace assumes no responsibility for the Information contained in such Third Party Sites/Content. The Marketplace accepts no responsibility for any loss and/or damage that may arise from your use of the Third Party Sites/Content. If you decide to access any of the Third Party Sites/Content, you hereby agree to do so entirely at your own risk. Your use of such Third Party Sites/Content shall wholly be subject to the terms and conditions of such Third Party Sites/Content.

Personal Data

All Personal Data collected by the Marketplace will be processed by the Marketplace in accordance with the Privacy Policy published on the Platform.

Confidentiality

"Confidential Information" means all Information of any kind, whether in machine readable or visually readable form, oral or otherwise and whether or not labelled as "Confidential", that are made available by or on behalf of the disclosing party to the receiving party, whether before or after the commencement of the term of this Agreement, for the purposes relating to or in connection with this Agreement.

Unless otherwise stated herein, the receiving party of any of the Confidential Information agrees not to disclose such Confidential Information to any person except:

  • where such disclosure is required by law or the regulations of any securities exchange or court of competent jurisdiction;
  • where such disclosure is permitted under this Agreement;
  • to their respective Representatives and/or legal, financial and/or accounting advisors who have a definite need to know such Confidential Information; and/or
  • with prior written approval of the disclosing party.

Intellectual Property Rights

All existing Intellectual Property Rights of the Marketplace, its contractors, partners, services providers, suppliers, or licensors (if any) shall belong and remain with its respective owner. Nothing in this Agreement shall transfer or assign such Intellectual Property Rights to you.

All Intellectual Property Rights created and/or developed pursuant to this Agreement by the Marketplace (its suppliers, contractors, partners and/or licensors (if any)) shall belong absolutely to the Marketplace.

You shall not, whether by yourself or through any other person, engage in any conduct which will infringe the Intellectual Property Rights of the Marketplace or those of any third party in relation to your use of the Platform and/or the Marketplace Services.

All rights (including intellectual property rights), title, ownership in and to the games are owned exclusively by respective game developers. All third-party trademarks, registered trademarks, and product names mentioned in the Services or contained in the content linked to or associated with any Games accessed through the Marketplace displayed in the Platform are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder.

Warranty, Unavailability, and Disclaimer

The Marketplace warrants that the Marketplace Services will be provided with reasonable care and skill.

Information made available to you through the Platform or Marketplace Services may be furnished to the Marketplace by third party, including without limitation the Seller and other users of the Platform. While the Marketplace will use reasonable endeavours to ensure that such Information is communicated to you in its original form as supplied by the third party, the Marketplace does not warrant that the said Information is accurate, complete, reliable, original, current, or error-free.

You understand, acknowledge and agree that the Services is provided on an "as is" and "as available" basis and the Marketplace expressly disclaims warranties or conditions of any kind, either express or implied, unless expressly included in these terms. In particular, in relation to the use of the Platform and/or Marketplace Services, the Marketplace does not warrant that:

  • the functions contained in the Platform and/or Marketplace Services will meet your requirements;
  • the operation of the Platform and/or Marketplace Services will be uninterrupted or error-free;
  • any defects in the Platform and/or Marketplace Services will be corrected; and
  • the Platform is free of viruses, bugs, online interruption or other harmful threats. You shall be fully responsible for implementing all necessary security and virus protection measures on or in your computer or mobile device before accessing the Platform.

Limitation of Liability

To the maximum extent permitted by law:

  • the Platform, Marketplace Services and all Information made available to you by the Marketplace via the Platform and/or Marketplace Services are provided on an "as is" and "as available" basis, without warranty of any kind, and the Marketplace hereby disclaims all warranties and conditions with respect to the Platform, the Marketplace Services and Information made available to you by the Marketplace unless otherwise stated in this Agreement;
  • the Marketplace shall not be liable to you for any costs, loss, damages, claims, fines, penalties, liabilities and/or expenses howsoever arising from the provision of any Information made available to you by the Marketplace through the Platform;
  • in no event shall the Marketplace be liable for any indirect, incidental, punitive and/or consequential damages and/or losses, loss of profit, goodwill, production and act /or revenue and/or any other type of special losses and/or damages howsoever arising whether or not such losses and/or damages were reasonably foreseeable or the Marketplace had been advised of the possibility of same incurring;
  • the Marketplace operates solely as an online marketplace platform facilitating the sale and purchase of digital goods, including but not limited to in-game currencies, game coins, and gift cards. The Marketplace does not have knowledge of, nor does it exercise control over, the manner in which these digital products are used after a transaction is completed. Any use, application, or outcome resulting from the use of such products within third-party games or platforms is entirely the responsibility of the user ("you"). The Marketplace disclaims all liability arising from or related to the user's use of purchased items; and
  • the Marketplace's maximum and cumulative total liability (including any liability for acts and omissions of its Representatives) in respect of any and all costs, loss, damages, claims, fines, penalties, liabilities and/or expenses howsoever arising under this Agreement shall not exceed USD 30 or the relevant fees paid by you for the Marketplace Services in dispute whichever is lower.

Indemnity

You agree to defend, indemnify and hold the Marketplace, its affiliates and each of their respective directors, officers, employees and agents harmless from and against all costs, loss, damages, claims, fines, penalties, liabilities and/or expenses, including attorneys' fees, arising howsoever under this Agreement including without limitation arising from or in connection with negligence, omission, and/or breach of this Agreement on your part.

Force Majeure

The Marketplace shall not be liable to you or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of the Marketplace's obligations under this Agreement, if the delay or failure was due to any cause beyond the Marketplace's reasonable control, including but not limited to:

  • fire, act of God, storm, explosion, earthquake, flood, tempest, accident or other natural disaster;
  • war or threat of war, sabotage, insurrection, civil disturbance or requisition;
  • acts, restrictions, regulations, by laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
  • strikes, lock outs or other industrial actions or trade disputes;
  • difficulties in obtaining raw materials, labour, fuel, parts or machinery; and/or
  • telecommunication, transportation, power supply, or system disturbances or failures, or breakdown in machinery affecting the Platform, Marketplace Services or any part thereof.

Marketplace Rights and Suspension

Without prejudice to any other rights the Marketplace may have under this Agreement or at law, the Marketplace shall have the right to immediately (without notice):

  • suspend or cease your access to the Platform and/or Marketplace Services;
  • remove any Information submitted, uploaded or transmitted by you to or through the Platform;
  • suspend or limit any or all of the activities and/or transactions in connection with your Account;

in any of the following events, including but not limited to:

  • the Marketplace is of the opinion that your performance of any of the Sale Contracts is not satisfactory in the Marketplace's sole discretion;
  • the Marketplace is of reasonable opinion that your use of the Platform and/or Marketplace Services will interfere or cause disturbances to other user's use or enjoyment of the Platform or Marketplace Services; or
  • You are found to be in breach of any of the terms and conditions contained in this Agreement or the Marketplace suspects, on reasonable grounds, that you may have committed any such breach.
  • Your extended periods of inactivity, as determined by us from time to time; or
  • You are found to be involved in either actual or suspected fraudulent activity which causing the Marketplace potential or actual reputational damage.

Termination

Without prejudice to any other rights that the Marketplace may have under this Agreement or at law, the Marketplace may immediately terminate this Agreement by notice in writing if:

  • you are in breach of any of the terms and conditions of this Agreement and such breach is not remedied by you within thirty (30) days' of the Marketplace's written notice; or
  • you shall pass a resolution for winding up or becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration, including without limitation bankruptcy proceedings, or if a receiving order is made against you or you make any arrangement or composition with your creditors.

Without prejudice to any other rights and remedies the Marketplace may have under this Agreement or at law, upon termination:

  • all rights granted to you under this Agreement shall cease;
  • you shall immediately cease all activities authorised by this Agreement; and
  • you shall immediately destroy or, at the Marketplace's request, promptly return all Marketplace's Confidential Information which is in your possession and to certify upon the Marketplace's request that you have done so.

Variation

The Marketplace shall have the right at any time to add, delete, amend, or modify this Agreement, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for access and use. Such addition, deletion, amendment, or modification shall be effective immediately upon notice thereof, which may be given by means of, including, but not limited to, posting on the Platform, or by electronic or conventional mail, or by any other means by which you obtain notice thereof. Any use of the Platform and/or Marketplace Services by you after the issuance of such notice shall be deemed to constitute acceptance of this Agreement with such addition, deletion, amendment, or modification.

The Marketplace shall have the right at any time to change or discontinue any aspect or feature of the Platform and/or Marketplace Services, including, but not limited to, content, hours of availability, and equipment needed for access and use.

No Waiver

No failure or delay on the part of a party in exercising any rights or remedies under this Agreement at any time or for any period of time nor any knowledge or acquiescence by a Party of, or in, any breach of any provision of this Agreement shall operate as or be deemed to be a waiver thereof nor shall a waiver by that party of any breach constitute a continuing waiver in respect of any subsequent or continuing breach.

Severability

Any term, condition, stipulation, provision, covenant or undertaking ("Provision", and any reference to Provision shall include any part thereof) contained in this Agreement which is illegal, invalid or unenforceable shall be fully severable and ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining Provisions contained in this Agreement which shall not be affected by the illegal, invalid or unenforceable Provision or by its severance herefrom.

No Partnership/Agency

Nothing in this Agreement shall create, or be deemed to create, a joint venture or partnership between/among the parties. No party has any authority to act, make representations or bind or contract on behalf of the other party.

No Third Party Rights

You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.

Entire Agreement

This Agreement (together with any documents referred to herein) constitutes the whole agreement between the parties relating to the subject matter hereof and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing relating to the subject matter hereof.

Contact

If you have any questions or concerns about these Terms of Service, please contact us through the Platform.

Last updated: January 28, 2026