PLAYSTREAM LTD. TERMS AND CONDITIONS

These Terms and Conditions ("Terms", "Agreement") apply to your access to, and/or use of, playstream.gg and spikes.studio, its subdomains, as well as any tools or functionalities made available via the foregoing including any of its products or services ("Website" or "Services"). You must read this Agreement carefully, and by accessing or using the Website, you confirm that you have read, understood, and agree to be bound by:

1. These Terms and Conditions in their entirety; and
2. Any supplemental terms or policies in this Agreement which are stated to be incorporated into this Agreement.

IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE WEBSITE OR SERVICES

This Agreement is a binding agreement between you ("User", "you" or "your") and PLAYSTREAM LTD., an Israeli corporation located at Nachal Netafim 20, Modi'in, 7174205, Israel ("Playstream", "we", "us", and "our"). However, at Playstream's sole discretion, any Playstream obligation may be performed (in whole or in part), and any Playstream right or remedy may be exercised (in whole or in part), by a Playstream Affiliate (defined below).

Playstream reserves the right to modify this Agreement at any time by posting the modified Agreement at www.playstream.gg/terms. Such modifications will be effective ten (10) days after such posting (unless we specify a later effective date). However, we undertake no obligation to update, amend or clarify information on the Website including, without limitation, pricing information, except as required by law. No specified update or refresh date applied on the Website should be taken to indicate that all information on the Website or on any related Service has been modified or updated.

1. DEFINITIONS AND INTERPRETATION

This Agreement contains a range of capitalized terms, some of which are defined in this Section and some of which are defined elsewhere. The Section headings in this Agreement are for convenience of reading only and may not to be used or relied upon for interpretive purposes.

"Playstream Affiliate" means, with respect to Playstream, any organization or entity controlling, controlled by, or under common control with Playstream, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, organization or entity, whether through the ownership of voting securities, by contract, or otherwise.

"Playstream Materials" means, collectively, the Website and any Content appearing or displayed on or in the Website.

"Content" means any software, code, text, data, information, images, graphics, sounds, videos, audio clips, links, and/or similar materials and content.

“Dispute” means any claim, dispute or controversy under, or otherwise in connection with, this Agreement.

"Intellectual Property" means any and all inventions, discoveries, improvements, works of authorship, technical information, data, technology, know-how, show-how, designs, drawings, utility models, topography and semiconductor mask works, specifications, formulas, methods, techniques, processes, databases, computer software and programs (including object code, source code, APIs, and non-literal aspects), algorithms, architecture, records, documentation, and other similar intellectual property, in any form and embodied in any media.

"Intellectual Property Rights" means any and all rights, titles, and interests in and to Intellectual Property (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered) and includes without limitation patents, copyright and similar authorship rights, personal rights (such as Moral Rights, rights of privacy, and publicity rights), architectural, building and location (and similar geography-based) rights, mask work rights, trade secret and similar confidentiality rights, design rights, industrial property rights, trademark, trade name, trade dress and similar branding rights, as well as: (a) all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing rights; and (b) all goodwill associated with the foregoing rights.

"Law" means any federal, state, foreign, regional or local statute, regulation, ordinance, or rule, in any jurisdiction.

"Moral Rights" means any rights of paternity or integrity, or any right to claim authorship of a work, to object to any distortion, mutilation or other modification of, or other derogatory action in relation to, any work, whether or not such would be prejudicial to the honor or reputation of the creator of the work, and any similar right, existing under judicial or statutory Law of any jurisdiction, or under any treaty.

"Privacy Policy" means Playstream's privacy policy currently available at www.playstream.gg/privacy.

2. WEBSITE ACCESS AND ACCOUNT

1. For such time as this Agreement is in effect, we hereby grant you a personal, limited, nonexclusive, non-assignable, non-sublicensable, revocable right to access and use the Website solely for your own personal and non-commercial use, and provided that you comply with this Agreement. Except for the foregoing right, Playstream does not grant you any right or license to any of Playstream's or a third party's Intellectual Property Rights.
2. In order to access all or parts of the Services, you are required to set up an account by submitting the information requested in the applicable online form or interface made available to you on the Website, such as, your full name and active email address (“Account”). When creating the Account, you must provide accurate and complete information. You agree not to create an Account for anyone else or to use the Account of another. As between Playstream and you, you alone shall be responsible and liable for maintaining the confidentiality and security of the Account credentials, as well as for all activities that occur under or in such Account. You must notify Playstream immediately of any breach of security or unauthorized use of your Account. If you wish to delete your Account you may send an email request to Playstream at support@playstream.gg

3. PAYMENT AND FEES

1. We allow, under certain circumstances, monetary transfers from one User to another as part of our Service. The user hereby agree that every monetary transaction made by him/her, as part of his/her use of the Service, gives rise to 10% remuneration payment out of the transaction to Playstream ("Service Fee").
2. In addition to the Service Fee, User hereby agrees that every monetary transfer made or received by him/her, as part of his/her use of the Service, gives rise to a separate fee payment by User to PayPal in accordance with its then applicable rate charges.
3. You agrees and acknowledge that any monetary transfer made by you is non-refundable and any money received by you from other users as part of your usage of the Services (the "Transferred Sums") must be withdrawn from your Account within sixty (60) days from the date of these updated Terms and Conditions (that is by September , 2023 ("Withdrawal Period"). If you fail to withdraw the Transferred Sums within the Withdrawal Period, you understands and agrees that the Transferred Sums will no longer be available for withdrawal, and Playtsream shall have no obligation or liability regarding the withdrawal of any such sums thereafter or for any losses, damages, or disputes arising from your failure to withdraw the Transferred Sums within the Withdrawal Period, including the forfeiture of unwithdrawn Transferred Sums. It is your responsibility to comply with the withdrawal procedures and adhere to the applicable timelines.

4. ADVERTISEMENTS

During use of the Website, you may enter into correspondence with or participate in promotions of advertisers or sponsors showing their goods or services through the Website. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. We shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party.

5. USAGE RESTRICTIONS

As a condition to your right to access and use the Website, you shall not (and shall not permit or encourage any third party to) do any of the following, in whole or in part: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

6. LINKING

Playstream permits you to link to the Website provided that: (i) you link to (but do not replicate) any page on this Website; (ii) the hyperlink text shall accurately describe the Content as it appears on the Website; (iii) you shall not misrepresent your relationship with Playstream or present any false information about Playstream, and shall not imply in any way that we are endorsing you or any services or products, unless we have given you our express prior written consent to do so; (iv) you shall not link from a website which prohibits linking to third parties; (v) the website from which you link to the Website does not contain Content that is offensive or controversial (both as determined at our discretion), that infringes, misappropriates, or violates any Intellectual Property Rights; and (vi) you, and your website, comply with this Agreement and applicable Law.

7. LINKS TO OTHER WEBSITES

Although this Website may link to other websites, we are not, directly or indirectly, implying any approval, association, sponsorship, endorsement, or affiliation with any linked website, unless specifically stated herein. Some of the links on the Website may be "affiliate links". This means if you click on the link and purchase an item, Playstream will receive an affiliate commission. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any businesses or individuals or the content of their websites. We do not assume any responsibility or liability for the actions, products, services, and content of any other thirdparties. You should carefully review the legal statements and other conditions of use of any website which you access through a link from this Website. Your linking to any other off-site websites is at your own risk.

8. THIRD PARTY CONTENT

The Website may display, link to, and/or otherwise allow you to view, access, or interact with, Content from third parties and other sources that are not owned or controlled by Playstream (such Content, "Third Party Content" ). The Website may also enable you to communicate with the related third parties. The display or communication to you of such Third Party Content does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Playstream of such Third Party Content or third party, or by such third party of Playstream, and nor any affiliation between Playstream and such third party. Playstream does not assume any responsibility or liability for Third Party Content, or any third party's terms of use, privacy policies, actions, omissions, or practices. Please read the terms of use and privacy policies of any third party that you interact with before you engage in any such activity.

9. INTELLECTUAL PROPERTY

As between you and Playstream, Playstream is and shall remain the sole and exclusive owner of all right, title, and interest (including, but not limited to, all Intellectual Property Rights) in and to:

1. The Playstream Materials, as well as any computer programs (including APIs), databases, or other Intellectual Property underlying, operating, or otherwise embodied in any Playstream Materials; and
2. The trademarks, service marks, trade names, service names, trade dress, symbols, brands, and logos displayed on contained on or in any Playstream Materials ( "Trademarks").

You acknowledge that the items in paragraphs (a) and (b) above may be protected by Intellectual Property Rights treaties and Laws. Without limiting paragraph (b) above the name Playstream, and its logo, are the Trademarks of Playstream or any Playstream Affiliate. Other Trademarks displayed on contained on or in any Playstream Materials may be owned by third parties.

Except for the limited right granted to you in Section 2 (Website Access), Playstream and its licensors reserve all rights in and to their respective Intellectual Property Rights.

10. WARRANTY DISCLAIMERS

THE PLAYSTREAM MATERIALS ARE PROVIDED AND MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND AT YOUR SOLE RISK, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY PLAYSTREAM AND ITS LICENSORS AND SUPPLIERS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PLAYSTREAM OR AN PLAYSTREAM REPRESENTATIVE, SHALL CREATE A REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION.

IN ADDITION, NEITHER PLAYSTREAM NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE, OR CONDITION:

1. REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF ANY PLAYSTREAM MATERIALS;
2. THAT YOUR USE OF, OR RELIANCE UPON, PLAYSTREAM MATERIALS WILL MEET YOUR REQUIRMENTS OR EXPECTATIONS;
3. THAT PLAYSTREAM MATERIALS WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR VIRUS-FREE, OR THAT DEFECTS WILL BE CORRECTED; OR
4. REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY GOVERNMENT REGULATIONS OR STANDARDS.

The above disclaimers apply to the maximum extent permitted by applicable Law. You may have legal rights in your country of residence which would prohibit the above disclaimers from (fully or partially) applying to you (for example, some jurisdictions' Laws do not allow the disclaimer of certain implied warranties or conditions, and do not allow limitations to be imposed on statutory rights), and, to the extent the above disclaimers are prohibited, then you and Playstream agree that they will not apply to you.

11. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S LIABILITY FOR BREACH OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR:

1. ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES;
2. ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF ANTICIPATED SAVINGS, OR OTHER ECONOMIC LOSS;
3. ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL; AND/OR
4. THE COST OF COVER, OR OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

THE COMBINED AGGREGATE LIABILITY OF PLAYSTREAM AND ALL PLAYSTREAM AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF ONE US DOLLARS (US$ 1) , OR ANY AMOUNTS ACTUALLY PAID IN CASH BY YOU TO PLAYSTREAM FOR THE PRIOR ONE MONTH PERIOD PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (i) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW (SUCH AS, FOR EXAMPLE, IF A JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR OF LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE); (ii) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (iii) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (iv) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION BREACH OF WARRANTY, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHER CONTRACT, TORT OR STATUTORY LIABILITY.

12. INDEMNIFICATION

If any third party (including, but not limited to, a regulatory or governmental authority) makes or institutes any demand, claim, suit, action or proceeding against Playstream, an Playstream Affiliate, and/or any of our or their respective directors, officers, employees, or representatives (each, an "Indemnitee"), and it is based upon or arises from any breach by you under this Agreement (in each case, an "Indemnity Claim"), then, upon written request by Playstream (to be decided in its sole discretion), you agree to assume full control of the defense and settlement of the Indemnity Claim; provided, however, that (a) Playstream reserves the right, at any time thereafter, to take over full or partial control of the defense and/or settlement of the Indemnity Claim, and in such cases you agree to reasonably cooperate with Playstream's defense counsel and activities at your own cost and expense; and (b) you shall not settle any Indemnity Claim, or admit to any liability thereunder, without the express prior written consent of the Indemnitee(s).

In addition, and regardless of whether (or the extent to which) you controlled or participated in the defense and/or settlement of an Indemnity Claim, you agree to indemnify and hold harmless the Indemnitee(s) for and against: (A) any costs and expenses (including reasonable attorneys' fees) incurred by the Indemnitee(s) in the defense of the Indemnity Claim; and (b) any amounts awarded against, or imposed upon, the Indemnitee(s) under such Indemnity Claim, or otherwise paid in settlement of the Indemnity Claim (including, but not limited to, any fines or penalties).

13. GOVERNING LAW; JURISDICTION AND VENUE

The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of Israel without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of Israel. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts located in Israel, and you hereby submit to the personal jurisdiction of such courts. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Regardless of any Law to the contrary, any claim or cause of action arising under, or otherwise in connection with, this Agreement must be filed within ONE (1) YEAR after such claim or cause of action arose, or else you agree that such claim or cause of action will be barred forever.

14. TERM AND TERMINATION

This Agreement is effective until terminated by Playstream or you. Playstream, in its sole discretion, has the right to terminate this Agreement and/or your access to the Site, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of this Agreement). Playstream shall not be liable to you or any third party for termination of the Site, or any part thereof. If you object to any term or condition of this Agreement, or any subsequent modifications thereto, or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site. Upon termination of this Agreement, you shall cease all use of the Site. This Section 14 and Sections 9 (Intellectual Property), 10 (Warranty Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 15.7 (Privacy), and 15.10 (Relationship) shall survive termination of this Agreement.

15. MISCELLANEOUS

1. Entire Agreement. This Agreement (together with its Schedules) represents the entire agreement between you and Playstream with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and Playstream with respect to such subject matter. You acknowledge and agree that in entering into this Agreement you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement, such as statements and explanations in any FAQs, summaries or explanatory guides regarding this Agreement, or other marketing material on the Website
2. Age Representation. You represent that you are at least thirteen (13) years old, but in any event of a legal age to form a binding contract. Children under the age of thirteen (13) are not permitted to access or use the Website. If you are between thirteen (13) and eighteen (18) years old, your review of (and any performance under) this Agreement must involve your parent or guardian.
3. Language; Electronic Contract. The language of this Agreement is expressly agreed to be the English language. By entering into the Agreement, you hereby irrevocably waive, to the maximum extent legally permitted, any Law applicable to you requiring that the Agreement be localized to meet your language (as well as any other localization requirements), or requiring an original (non-electronic) signature or delivery or retention of non-electronic records. We may be able (but are not obligated) to provide you with copies of this Agreement on written request; however, please be sure to print a copy of this Agreement for your own records.
4. Assignment. Playstream may assign this Agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. This Agreement is personal to you, and, except as permitted by this Agreement, you may not assign (or in any other way transfer) this Agreement (or any of its obligations or rights hereunder) without Playstream's express prior written consent. Any prohibited assignment shall be null and void.
5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) the Parties hereto agree that the court making such determination shall have the power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision, and this Agreement shall be enforceable as so modified in respect of such jurisdiction. In the event such court does not exercise the power granted to it as aforesaid, then such provision will be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such illegality, invalidity or unenforceability), and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
6. Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.
7. Privacy. We collect certain data and information about you in connection with your access and use of the Website. We will use, store and otherwise process such data and information in accordance with our Privacy Policy, which is hereby incorporated into, and made a part of, this Agreement by reference.
8. Spam. You agree not to, and will not, use the communications systems provided by the Site to send unauthorized commercial communications and you shall be solely responsible and liable for any such unauthorized communications.
9. Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by Playstream, the writing must be duly signed by an authorized representative of Playstream), and shall be valid only in the specific instance in which given.
10. Relationship. The relationship of the parties is solely that of independent contractors. Nothing in this Agreement shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the parties.
11. Notices. You agree that Playstream may send you notices by email and/or by regular mail. Except as stated otherwise in this Agreement or required by law applicable to you, you agree to send all notices to Playstream, to: support@playstream.gg.
12. Contact Details. By using the Services, the User warrants and represents that the contact details provided during the registration or use of the Services are true, complete, and accurate at all times. The User agrees to promptly update any changes to their contact information to ensure its accuracy throughout the duration of their use of the Services. Playstream shall not be responsible for any consequences, losses, or damages arising from inaccurate or outdated contact details provided by the User.
13. Epic Games. For the avoidance of doubt, User acknowledges that Playstream is not affiliated with Epic Games, Inc. ("Epic Games") in any manner. Playstream is not responsible for, and expressly disclaims, and you expressly release Playstream from, any and all liability whatsoever from any controversies, claims, suits, harm, losses and/or damages arising from and/or in any way related to Epic Games decisions, actions or failure to act
14. No Third Party Beneficiaries. Except as otherwise expressly provided in this Agreement (such as Playstream Affiliates, Playstream's licensors and suppliers, and Indemnitees), there shall be no third-party beneficiaries of, or under, this Agreement, and no third party shall be entitled to enforce any of these terms and conditions.