Terms of Service

PlayerUp.com Terms of Service

 

Introduction

 

1.1 PlayerUp is a marketplace that allows users to offer, sell and buy products. As a marketplace, PlayerUp does not own or sell the items listed on this site. The actual contract for sale is directly between Buyers and Sellers. While PlayerUp may help to facilitate the resolution of disputes between Buyers and Sellers, PlayerUp has no control over and does not guarantee: the existence, quality, safety or legality of items advertised; the truth or accuracy of Users’ content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.

 

1.2 This User Agreement (“Agreement”), the PlayerUp Privacy Policy, and all policies posted on our sites set out the terms and conditions on which PlayerUp offers you access to and use of our sites, services, applications and tools (collectively “Services”). This Agreement is entered into between you as the user of our Services (“User”) and PlayerUp.com (“PlayerUp" or the “Site”). All policies and the PlayerUp Privacy Policy are incorporated into this User Agreement. You agree to comply with all of the above when accessing and using our Services.

 

1.3 Please be advised that this User Agreement contains provisions that govern how claims you and PlayerUp have against each other are resolved (see Disclaimer of Warranties; Limitation of Liability and Legal Disputes provisions below). It also contains an Agreement to Arbitrate, which will require you to submit claims you have against PlayerUp to binding and final arbitration.

 

1.4 Acceptance of the Agreement. By accessing or using the Site, you hereby agree to accept the terms and conditions set forth in this Agreement as a User. You shall be bound by the terms and conditions of this Agreement with respect to your access or use of this Site and any further upgrade, modification, addition or change to this Site. If you do not accept all of the terms and conditions of this Agreement, please do not use this Site. You may not use the Site and may not accept the terms of this Agreement if (a) you are not of legal age to form a binding contract, or (b) you are a person barred from using the Site under the laws of the United States or other countries including the country in which you are a resident or from which you use the Site. Before you continue, you should print off or save a local copy of this Agreement for your records.

 

1.5 Amendments. PlayerUp may amend this Agreement and/or Site policies at any time, with or without notice to you, by posting the amended and restated Agreement or policy on the Site. The amended and restated Agreement and/or policy shall be effective immediately upon posting. Posting by PlayerUp of the amended and restated Agreement or policy and your continued use of the Site shall be deemed to be an acceptance of the amended terms. This Agreement and Site policies may not otherwise be modified, except in writing by an authorized officer of PlayerUp.

 

Definitions

 

2.1 PlayerUp Content. Information, text, images, video clips, directories, files, databases or offers available on or through the Site are hereinafter referred to as "PlayerUp Content.”

 

2.2 Registered User. Each User who has filled out a registration form on the Site by giving User information (such as name, address, telephone number, fax number, email address, etc.) is a registered user (“Registered User”) of PlayerUp. PlayerUp will establish an account ("Account") for each Registered User on the Site and each Registered User will be assigned a user alias ("User Name") and password ("Password") for log­in access to its Account on the Site.

 

2.3 Third-Party Content. Some of the PlayerUp Content displayed on the Site is provided or posted by third parties, hereinafter referred to as “Third Party Content.”

 

2.4 Third-Party Rights. Third party copyrights, trademarks, trade secrets, patents, and other personal or proprietary rights affecting or relating to material or information displayed on the Site, including but not limited to rights of personality and rights of privacy, or affecting or relating to products that are offered or displayed on the Site, are hereafter referred to as "Third Party Rights."

 

2.5 Transaction Risks. The risks assumed by Users when using the Site or conducting transactions are deemed "Transaction Risks." Transaction Risks include risks of liability or harm of any kind in connection with using the Site. Such risks shall include, but are not limited to:
Misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, and breach of contract.
Risks that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights, and the risk that Users may incur costs of defense or other costs in connection with third parties' assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands, or claims by Third Party Rights claimants.
Risks that consumers, other purchasers, end-users of products, or others claiming to have suffered injuries or harms relating to a product originally obtained by Users of the Site as a result of purchase and sale transactions in connection with using the Site may suffer harms and/or assert claims arising from their use of such products.

 

2.6 User. For purposes of this Agreement, a "User" is any person who accesses the Site for whatever purpose, regardless of whether said User has registered with PlayerUp as a registered User. A User includes any person using this Site and any legal entity which may be represented by such person under actual or apparent authority.

 

Use of PlayerUp

 

3.1 General. Users may use this Site solely for their own personal or internal purposes. Each User agrees that it shall not copy, reproduce or download any PlayerUp Content for the purpose of re–selling or re–distributing PlayerUp’ Content, mass mailing (via emails, wireless text messages, physical mail, or otherwise), operating a business that competes with PlayerUp, or otherwise commercially exploiting PlayerUp Content. Systematic retrieval of PlayerUp Content from this Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices, or manual processes) without written permission from PlayerUp is prohibited. In addition, use of PlayerUp Content for any purpose not expressly permitted in this Agreement is prohibited.

 

3.2 Messages or information sent by a User through communication systems provided by PlayerUp, as well as emails, faxes, letters to addressees, or instant messages sent to addresses acquired from information obtained from the Site, shall not contain any of the materials described in the provisions of Section 5.4.

 

3.3 No User shall undertake any scheme to undermine the integrity of the computer systems or networks used by PlayerUp or any other User, and no User shall attempt to gain unauthorized access to such computer systems or networks.

 

3.4 Privacy Policy. We urge that you read PlayerUp’ Privacy Policy, which governs the protection and use of each User's information in PlayerUp' possession. Each User hereby accepts the Privacy Policy and any updates and amendments thereto. Each User acknowledges that PlayerUp may change the Privacy Policy from time to time, with or without notice to you, and shall make available the updated version of the Privacy Policy on the Site at all times. Your continued use of the Site shall be deemed to be your acceptance of the Privacy Policy which is then displayed on the Site at the time of such use.

 

3.5 Third Party Rights. As a condition of your access to and use of the Site, you agree that you will not use our Services to infringe the Third Party Rights of others in any way. PlayerUp will in appropriate circumstances terminate the accounts of Users who are repeat infringers of the Third Party Rights of others. In addition, PlayerUp reserves the right to terminate the account of any User if PlayerUp believes that the User’s conduct is harmful to the interests of PlayerUp, its employees, directors, affiliates, or other Users, or for any other reason in PlayerUp’ sole and absolute discretion, with or without cause.

 

Registered Users

 

4.1 Privacy. By becoming a Registered User, you consent to be governed by our Privacy Policy. You also consent to the inclusion of your personal data in our database, and authorize PlayerUp to share such information with other Users in accordance with the purposes set forth in this Agreement.

 

4.2 Notwithstanding Section 4.1, PlayerUp may refuse registration and deny the issuance of an Account and associated User Name and Password to any User for whatever reason or for no reason at all.

 

4.3 PlayerUp may suspend or terminate a Registered User's Account at any time if:
In PlayerUp' sole and absolute determination, there is any breach of the provisions of this Agreement by the Registered User; or
PlayerUp has reasonable grounds to suspect that information provided by a Registered User is untrue, inaccurate or is not current or complete; or
PlayerUp believes that User conduct is harmful to the interests of PlayerUp, its employees, directors, affiliates, or other Users; or
For any other reason in PlayerUp’ sole and absolute discretion.

 

4.4 Prohibition on transferability of Account, User Name, and Password. A Registered User may not sell, attempt to sell, offer to sell, give, assign or otherwise transfer an Account, User Name or Password to a third party without the prior written consent of PlayerUp. PlayerUp may suspend or terminate the Account of a Registered User or the transferee of a Registered User in the event of a sale, offer to sell, gift, assignment or transfer in violation of this Section.

 

Posting on PlayerUp

 

5.1 You must be a Registered User in order to post information on the Site using the self–help submit and edit tools provided by the Site.

 

5.2 No sales agency relationship is created between any User and PlayerUp, its affiliates, directors, officers or employees by virtue of PlayerUp' display of any of the User's information on the Site.

 

5.3 Each User hereby represents, warrants and agrees:
That any information provided by the User to be displayed on the Site is true, accurate, current and complete; and
That it will maintain and promptly amend all information to keep it true, accurate, current and complete.

 

5.4 Prohibited behavior. Each User hereby represents, warrants and agrees that information submitted to PlayerUp for display on the Site shall not:

- Contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
- Be part of a scheme to defraud other Users of the Site or for any other unlawful purpose;
- Relate to the sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any Third Party Rights;
- Violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, 
consumer protection, unfair competition, anti–discrimination or false advertising);
- Be defamatory, libelous, unlawfully threatening or unlawfully harassing;
- Be obscene or contain or infer any pornography or sex–related merchandising or any other content that otherwise promotes sexually explicit materials or is otherwise harmful to minors;
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- Contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming);
- Solicit business from any Users in connection with a commercial activity that competes with PlayerUp. Furthermore, in the event that PlayerUp determines that User has violated this Section 5.4(i), User authorizes PlayerUp to levy a fine of up to $150.00 against the User’s registered payment method on file with PlayerUp, and/or require a deposit of up to $300.00 to reactive the User’s Account;
- Contain any computer viruses, Trojan horses, worms or other destructive devices and codes that have the effect of damaging, 
interfering with, intercepting or expropriating any software or hardware system, data, or personal information;
- Link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement; or
- Otherwise create any liability for PlayerUp, its employees, directors or its affiliates.

 

5.5 Third Party Rights. Each User hereby represents, warrants and agrees that it has obtained all necessary third party copyright, trademark, trade secret or patent licenses and permissions, or such other licenses or permissions as may be required in connection with any other personal or proprietary rights of any third party (including but not limited to rights of personality and rights of privacy), for any material or information it posts on the Site or provides to PlayerUp or authorizes PlayerUp to display. Each User hereby represents, warrants and agrees that it shall be solely responsible for ensuring that any material or information it posts on the Site or provides to PlayerUp or authorizes PlayerUp to display does not, and that the products represented thereby do not, violate any Third Party Rights, or is posted with the permission of the owner(s) of such rights. Each User hereby represents, warrants and agrees that it has the right to manufacture, offer, sell, import and distribute the products it offers and displays on the Site, and that such manufacture, offer, sale, importation and/or distribution of those products violates no Third Party Rights.

 

5.6 Grant of license. Each User hereby grants an irrevocable, perpetual, worldwide and royalty–free, sub–licensable (through multiple tiers), assignable license to PlayerUp and its affiliates to display and use all information provided by such User in accordance with the purposes set forth in this Agreement and to exercise the rights you have in such material or information, including, but not limited to, copyright, publicity, and database rights, in any media now known or not currently known.

 

5.7 Removal of Material. PlayerUp reserves the right in its sole and absolute discretion to remove any material displayed on the Site, including material which it believes in its sole and absolute discretion is unlawful, could subject PlayerUp to liability, violates this Agreement, or is otherwise deemed inappropriate.

 

5.8 PlayerUp reserves the right to cooperate fully with governmental authorities, private investigators, and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Furthermore, PlayerUp may disclose the identity and contact information of any User if requested to do so by a government or law enforcement body, an injured third party, a subpoena, or any other legal action, and PlayerUp shall not be liable for damages or any other consequences thereof. User further agrees that it will not bring any action or claim against PlayerUp for such disclosure. In connection with any of the foregoing, PlayerUp may suspend or terminate the Account of any User as PlayerUp deems appropriate in its sole and absolute discretion. User agrees that PlayerUp shall have no liability to User, including liability for consequential or any other damages, in the event PlayerUp takes any of the actions mentioned in this Section, and User agrees to bear the risk that PlayerUp may take such actions.

 

Transactions between Buyers and Sellers

 

6.1 General. PlayerUp provides an electronic web–based platform for exchanging information between buyers (“Buyer”) and sellers (“Seller”) of products and services.

 

6.2 Users are solely responsible for all of the terms and conditions of the transactions conducted on, through, or as a result of use of the Site, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.

 

6.3 PlayerUp does not represent the Seller or the Buyer in specific transactions, nor does PlayerUp act as an agent for either Seller or Buyer. PlayerUp does not control and is not liable to or responsible for the quality, safety, lawfulness, or availability of the products or services offered for sale on the Site, the ability of Sellers to complete a sale, or the ability of Buyers to complete a purchase. Users are hereby made aware that there may be risks of dealing with other Users acting under false pretenses. PlayerUp uses several techniques to verify the accuracy of the information our Users provide to us when they register on the Site. However, because User verification on the Internet is complex and problematic, PlayerUp cannot and does not confirm each User's purported identity. We encourage you to use the various tools available on the Site, as well as common sense, to evaluate with whom you are dealing.

 

6.4 Assumption of Risks. Each User acknowledges that it is fully assuming all Transaction Risks when using the Site to conduct transactions, and that it is fully assuming the risks of liability or harm of any kind in connection with using the Site. Each User agrees that PlayerUp shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions, or expenditures of any kind that may arise as a result of or in connection with any Transaction Risks.

 

6.5 Taxes. Users shall pay all sales and use taxes and all other taxes arising from their use of the Site.

 

6.6 Middleman. In addition to Section 6.3, PlayerUp offers a middleman ("Escrow") service and acts as a third party to assist Buyers and Sellers. This Middleman Agreement is made effective on the date in which the seller and buyer commit to buying, trade, exchanging, selling, or agree to any transaction or transactions with us or choose to use our services to facilitate such activities. You will be strictly bound by all of our terms and conditions and associated rules as outlined on this website.

 

6.7 Middleman Agreement for Buyers. In addition to Section 6.3 and Section 6.6, PlayerUp offers a middleman ("Escrow") service and acts as a third party to assist Buyers and Sellers. All buyers acknowledge that upon issuing any form of payment to PlayerUp for this middleman service, that the buyer is now bound to an exclusive agreement for the rights to this Product Data or Video Game Asset, and that we are not liable for anything involving the Product Data once it has been delivered by means of playerup ticket, conversations, e-mail or any other form of communication. Buyer agrees that once a payment has been issued to PlayerUp, the sale cannot be canceled or refunded unless by written consent by both PlayerUp and the seller. Buyer agrees to avoid voluntarily or involuntarily attempting to recover funds without written approval from PlayerUp. If buyer attemptsto recover funds after the payment to PlayerUp has been completed, buyer is obligated to return all funds initially issued to PlayerUp. If buyer fails to agree to these above conditions set forth by PlayerUp, buyer agrees that they will be liable for costs and damages incurred by the company as a result of your actions, including the funds issued to us on the original payment, any chargeback, recovery collections, court, attorney, or other miscellaneous fees, and any and all other damages including but not limited to purchasing or transferring of the original product, cost of the product, and any additional expenses which were accumulated during your transaction.

 

6.8 Middleman Agreement for Sellers. In addition to Section 6.3, Section 6.6, and Section 6.7, PlayerUp offers a middleman ("Escrow") service and acts as a third party to assist Buyers and Sellers. PlayerUp, and it's affiliated companies state in the sell section of this middleman agreement that when the seller agrees to the sale, exchange, trade, transfer, or providing of any product for which the seller receives a cash payment, gift card, credit, or a certificate from PlayerUp, the seller agrees that they will transfer all exclusive rights to the buyer for the Product Data or Video Game Asset. Seller agrees that entering a contract with PlayerUp to sell and transfer exclusive lifetime access rights to the Video Game Asset and Product Data that they will receive a percent of the amount they listed the item for sale using PlayerUp's middleman link checkout function. Seller agrees that the percent for which they'll receive from PlayerUp depends on the site fees for the transaction which can be found here: http://www.playerup.com/middleman/escrow/fees.php. Upon agreement to these terms, the seller will be permanently transferring any and all access rights to your Video Game Asset and Product Data to the buyer. The seller hereby guarantee that they have never shared or provided other parties with the Video Game Asset and Product Data information. This includes user name, password, secret question, secret answer, or any information relevant or required to gain access to the Video Game Asset or Product Data. The seller agrees that at no time will you voluntarily or involuntarily attempt to regain access or assist others to regain access to the Video Game Asset or Product Data. The seller agrees that PlayerUp has the right to cancel, void, suspend, or ban any type of sell agreement between all parties if they feel a Security Risk is involved in purchasing your Video Game Asset or Product Data. Failure to take action during a transaction does not constitute a waiver of this right and we may take such actions after transfer has occurred. The seller agrees that if the Video Game Asset or Product Data is retrieved, recovered, recalled, suspended, banned, the password or data account information is changed, or there is alteration to any information or data related to the Video Game Asset or Product Data, that the seller will be held responsible for returning the product data to it's original status for the lifetime duration of the Video Game Asset or Product Data. The seller agrees that they are responsible for a duration of 10 years upon execution of this agreement that the seller will assist PlayerUp and the buyer if either parties informs the seller that the Video Game Asset or Product Data has been retrieved, recover, recall, suspend, ban, change the password or data account information. The seller agrees that Company can require at anytime upon execution of this agreement that they must assist at resolving any issue with the Video Game Asset or Product Data. If the seller fails to comply with the sell agreement, seller agrees that they will return the funds provided to the seller in the transaction along with any funds PlayerUp had to provide to the Buyer, in addition to collections, chargeback, recovery and court fees, and damages done during the time in which the data product was transferred over to the buyer. The seller agrees that if they recover or have any information that would involve the Video Game Asset or Product Data (including means of third party involvement) seller will return the Video Game Asset or Product Data subject to all conditions above within 5 business days of the time the seller receives this Video Game Asset or Product Data information.

 

 

Fees

 

7.1 Seller fees. The fees we charge for using our Services are listed on our Seller Fees & Disbursements page. PlayerUp may change its fees from time to time by posting the changes on the Site 14 days in advance, but with no advance notice required for temporary promotions.

 

7.2 Buyer fees. The fees we charge for processing payments are posted on our Buyer Payments page. PlayerUp may change its fees from time to time by posting the changes on the Site 14 days in advance, but with no advance notice required for temporary promotions.

 

7.3 Miscellaneous. Users must have a payment method on file when selling or buying on PlayerUp, and Users must pay all fees and applicable taxes associated with our Services by the payment due date. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, as well as retaining collection agencies and legal counsel). In addition, Users will be subject to late fees. Also see 8.2 and 8.3 below for fines, deposits, and reimbursement obligations related to violations of this User Agreement.

 

Disputes between Users

 

8.1 PlayerUp as Arbitrator. In the event that any User has a dispute with any other User with regard to a transaction on the Site, such User agrees to submit the dispute to PlayerUp as the arbitrator for final and binding judgment. In order to allow PlayerUp to fairly and reasonably conduct investigations, Users agree to refrain from seeking third party arbitration while an order is still open or pending. Users who seek third party intervention (with the exception of Government Investigative Authorities) will be seen as interfering with the investigative process and attempting to force a decision in their favor. PlayerUp reserves the right to suspend or permanently ban Users who attempt to interfere with standard operating procedures for orders which are still active or pending.

 

8.2 Obligation to Reimburse. If a Seller is required to reimburse the Buyer or PlayerUp, the Seller authorizes PlayerUp to remove the reimbursement amount (in same or other currency) from their designated payment method (i.e. PayPal, Skrill, etc.) on PlayerUp. The Seller is required to have a valid payment method on file. If there are insufficient funds in the account, the Seller authorizes PlayerUp to charge any reimbursement amount owed to the payment method on file. PlayerUp may also place the reimbursement amount on the Seller’s invoice. If Seller does not provide PlayerUp with a valid payment method, we may collect the outstanding sums using other collection mechanisms, including retaining collection agencies.

 

8.3 Fines. In the rare event that PlayerUp determines that a dispute between Users is due to a User’s breach of this User Agreement, the breaching User authorizes PlayerUp to levy a fine against the User’s payment method, up to $1000.00. In addition, PlayerUp may suspend or ban the User’s Account, and/or require a deposit of up to $1000.00 to reactive the User’s Account.

 

8.4 Release. If you have a dispute with one or more Users, you agree to release and indemnify PlayerUp and its officers, directors, employees, agents, affiliates, and subsidiaries from all claims, demands, actions, proceedings, costs, expenses and damages, including without limitation any actual, special, incidental or consequential damages of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims that you may know or suspect to exist in your favor at the time of agreeing to this release.

 

Disclaimer of Warranties; Limitation of Liability

 

9.1 THE FEATURES AND SERVICES ON THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND PlayerUp HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.

 

9.2 PlayerUp MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE. PlayerUp DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITE DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND PlayerUp MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITE.

 

9.3 Any material downloaded or otherwise obtained through the Site is done at each User's sole discretion and risk, and each User is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from PlayerUp or through or from the Site shall create any warranty not expressly stated herein.

 

9.4 Force Majeure. Under no circumstances shall PlayerUp be held liable for any delay, failure, or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non­performance of third parties.

 

9.5 Each User hereby agrees to indemnify and hold harmless PlayerUp, its affiliates, directors, officers, and employees, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly:
From such User’s use of the Site, including but not limited to the display of such User's information on the Site;
From such User’s breach of any of the terms and conditions of this Agreement;
From such User’s breach of any representations and warranties made by the User to PlayerUp, including but not limited to those set forth in Sections 5.3, 5.4, and 5.5 above.
As a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Site.

 

9.6 PlayerUp and its affiliates, directors, officers and employees shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, strict liability or otherwise, or any other damages resulting from any of the following:
The use or the inability to use the Site;
Any defect in goods, samples, data, information or services purchased or obtained from a User or a third–party service provider
through the Site;
Any claims or demands that User’s manufacture, importation, distribution, offer, display, purchase, 
sale and/or use of products or services offered or displayed on the Site may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
Unauthorized access by third parties to data or private information of any User;
Statements, conduct, or material posted by Users of the Site, including defamatory, offensive or illicit material; or
Any other matter relating to the Site.

 

9.7 Right to assume defense and control. PlayerUp reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with PlayerUp in asserting any available defenses.

 

9.8 PlayerUp reserves the right to limit, deny or create different access to the Site and its features with respect to different Users, or to change any of the features or introduce new features without prior notice. Each User acknowledges that inability to use the Site wholly or partially for whatever reason may have adverse effects on its business. Each User hereby agrees that in no event shall PlayerUp or any of its affiliates, directors, officers, or employees be liable to the User or to any third parties for any inability to use the Site (whether due to disruption, limited access, changes to or termination of any features on the Site or otherwise).

 

9.9 Third-Party Content. PlayerUp is not the author of Third Party Content, whether contributed by anonymous users or paid content providers. Neither PlayerUp nor any of its affiliates, directors, officers or employees has entered into any sales agency relationship with such third party by virtue of our display of Third Party Content on the Site. Any Third Party Content is the sole responsibility of the party who provided the content. Neither PlayerUp nor any of its affiliates, directors, officers or employees is responsible for the accuracy, propriety, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with such User's reliance on such Third Party Content. In addition, neither PlayerUp nor any of its affiliates, directors, officers or employees is responsible for the conduct of any User's activities on the Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of such User's conduct.

 

9.10 Third-Party Websites. PlayerUp may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to such Third Party's website. User acknowledges that PlayerUp has no control over such third party websites, does not monitor such websites, and neither PlayerUp nor any of its affiliates, directors, officers or employees shall be responsible or liable to anyone for such website, or any content, products or services made available on such website. User is cautioned to read such websites’ terms and conditions and privacy policies before using such third party websites in order to be aware of the terms and conditions of your use of such websites.

 

9.11 Regardless of the previous provisions, if PlayerUp is found to have liability, its liability is limited to the greater of a) the amount of the specific transaction in dispute, b) the amount of fees in dispute not to exceed the total fees which User paid to PlayerUp in the 12 months prior to the action giving rise to the liability, or c) $100.

 

PlayerUp’ Intellectual Property Rights

 

10.1 General. PlayerUp is the sole owner or lawful licensee of all the rights to the Site and the PlayerUp Content. The Site and the PlayerUp Content embody trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Site and the PlayerUp Content shall remain with PlayerUp, its affiliates, or licensors of the PlayerUp Content, as the case may be. All rights not otherwise claimed under this Agreement or by PlayerUp are hereby reserved.

 

10.2 Trademarks and Service Marks. "PlayerUp,” "PlayerUp.com" and related icons and logos are registered trademarks or trademarks or service marks of PlayerUp in various jurisdictions, and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.

 

Notice to Users

 

11.1 All notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, facsimile, or email to the last known correspondence, fax or email address provided by the User to PlayerUp, or by posting such notice or demand on an area of the Site that is publicly accessible without charge. Notice to a User shall be deemed to be received by such User if and when:
PlayerUp is able to demonstrate that the communication, whether in physical or electronic form, has been sent to such User; or
Immediately upon PlayerUp’ posting of such notice on an area of the Site that is publicly accessible without charge.

 

Notice for Claims of Intellectual Property Violations and Copyright Infringement Pursuant to Section 512(c) of Title 17 of the United States Code

 

12.1 PlayerUp responds to notices of alleged copyright infringement as required by the United States Digital Millennium Copyright Act. Visit http://www.playerup.com/support/policies-dmca.15/viewquestion to learn how to submit a notice to PlayerUp.

 

Legal Disputes

 

13.1 PlayerUp is owned and operated by Loot Inc. You and PlayerUp agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of this or previous versions of the PlayerUp User Agreement, your use of or access to the Site, the Services, or any products or services sold or purchased through PlayerUp’ sites, services, applications, or tools will be resolved in accordance with the provisions set forth in this Legal Disputes Section. Please read this Section carefully. It affects your rights and will have a substantial impact on how claims you and PlayerUp have against each other are resolved.

 

13.2 Applicable Law. You agree that the laws of the State of Washington, without regard to the principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and PlayerUp, except as otherwise stated in the User Agreement.

 

13.3 Agreement to Negotiate and Arbitrate. In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association. You and PlayerUp each agree that any and all disputes or claims that have arisen or may arise between you and PlayerUp relating in any way to or arising out of this or previous versions of the User Agreement, your use of or access to PlayerUp’ Services, or any products or services sold, offered, or purchased through PlayerUp’ Services shall be settled exclusively through final and binding arbitration administered by the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Seattle, Washington, and the language of arbitration shall be English. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington and Title 9 of the U.S. Code (United States Arbitration Act) shall govern the interpretation and enforcement of this Agreement to Arbitrate.

 

13.4 In no event shall an award in an arbitration initiated under this clause exceed the greater of a) the amount of the specific transaction in dispute, b) the amount of fees in dispute not to exceed the total fees which User paid to PlayerUp in the 12 months prior to the action giving rise to the liability, or c) $100.

 

13.5 Costs. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration.

 

13.6 Confidentiality. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. By authenticating this document you fully agree not to disclose any Confidential Information regarding this Agreement or any business transactions or disputes you conduct or have conducted with us, including discussing, revealing, divulging, or publishing such information in any manner whatsoever without specific prior written consent from us. This also includes any information related to such transactions or created or revealed in the contemplation of such business transactions. Consent from us may only be given in writing by an us officer or attorney. Disclosure may be made to a party attorney, accountant, or financial adviser so long as that person is made aware of the confidential nature of the information and fully agrees to maintain the same level of confidentiality, and we are informed of the disclosure as soon as possible. Disclosure may be given if a party is obligated by a valid and binding Court Order or Subpoena, though a party providing such disclosure must inform us as soon as possible of such a request.

 

13.7 Reviews, Comments, Communications, and Other Content. You may post reviews, comments, and other content; and other communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, libelous, slanderous, invasive of privacy, infringing on intellectual property rights, constitutes a defamatory or privacy tort, or is otherwise injurious to third parties or objectionable. Such content must also not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam". You may not use false e-mail addresses, impersonate any person or entity, or otherwise mislead as to the origin of the information you provide.

 

13.8 Damaging Communications. You agree to never publish or post without lawful justification or excuse any information that is likely to injure the reputation of us or any person, exposing us or them to hatred, contempt, or ridicule. This includes information that is designed to insult the person of/or concerning whom it is published. We reserves the right to remove such content, but does not regularly review posted content. We assume no responsibility for the observing and policing of user-posted communications. If you are unable to remove or edit such content at our request, you are obligated to turn over all data, accounts, passwords, or any information related to accessing, viewing, or altering this content.

 

13.9 Licensing Rights and User Content. In the event you do post content or submit material, and unless we indicate otherwise, you grant us and our affiliates a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any form of media. You grant us and our affiliates and sub licensees the right to use the name or user name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you indemnify us and our affiliates for all claims resulting from content you supply. 

 

13.10 Policing of Content. We have the right but not the obligation to monitor and edit or remove any and all activity or content. We take no responsibility and assumes no liability for any content posted by you or any third party or posted by others in relation to us.

 

13.11 Duty of Care. You will conduct your activities and communications regarding our Confidential Information with only the highest degree of care to ensure such information remains confidential. This degree of care will at least be of that with which you care for your own Confidential Information. You may not copy, recreate, or otherwise reproduce any of our Confidential information in whole or part excepting those situations expressly permitted by this agreement or by expressed written consent of our officers or attorneys. In the event of misuse or misappropriation of any Confidential Information, you agree to disclose this to us immediately so that appropriate steps may be taken to minimize potential damage resulting from such misuse or misappropriation.

 

13.12 Removal. You hereby grant us full rights to remove and/or require you or a third party remove any alleged breach of this agreement until and unless a court of law determines otherwise. This includes requesting forum moderators and website operators to remove Confidential Information.

 

13.13 Return of Materials. Any materials or documents that have been furnished by us to you in connection with the subject of this agreement will be promptly returned by you, accompanied by all copies of such documentation or certification of the destruction of such documentation, within (10) days after (i) the relationship between us and yourself has been terminated or (ii) on receipt of written request from us.

 

13.14 Protective, Gag, Cease and Desist, and Restraining Orders. You grant us the right to obtain a protective order, gag order, cease and desist, restraining order, or other necessary legal method to restrict information or activities from causing harm or harassment, including torts of any nature, to us, our staff, our clients, users, or third parties. This applies to current, past and future activities you may conduct that cause harm or harassment or potential harm or harassment.

 

13.15 Relief. You hereby understand and agree that violation of this Non-Disclosure Agreement creates a substantial likelihood of irreparable damage to us and we are thereby entitled to injunctive relief to prevent the possibility of such harm occurring. Additionally, the aggrieved party is entitled to compensatory damages and reasonable attorneys' fees arising from obtaining such injunctive or compensatory relief. This relief in no way constitutes a full remedy unless expressly stated so by the parties. You affirm that we have the right to obtain injunctive and/or compensatory relief, including damages, as well as collect attorney and court fee(s), on any breach of this Agreement. You agree that you are responsible for your own costs and expenses, including attorneys' and court fees, associated with this Agreement and will not demand such costs from us.

 

13.16 Information. The parties agree never to share information regarding the agreement or any information related to the agreement or the other parties to any third-party provider. This includes any information relevant to any asset data, source code, information, e-mails, electronic messages, posts, physical correspondence, discussions, statements, or any information of any asset, product, or service rights transferred to another party to this contract, except in the following circumstances. 13.16(1) Company reserves the right to disclose information to any third party involved subsequently after the Company has sent a notice of breach of agreement to you or a dispute arises involving the agreement. 13.16(2) In the event of a complaint being filed with the Company by e-mail or other electronic means regarding any disputes claiming that the asset or character data, source code or information transferred to you upon purchase with the Company has been altered, changed suspended, banned, or in some other way has stopped working beyond your control, Company may use the electronic data sent. This data will not contain another party's account asset or character data, source code, information, or e-mails prior to the electronic delivery of your service or product. 

 

13.17 Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND PlayerUp AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND PlayerUp AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER PlayerUp USERS.

 

13.18 Consent to Jurisdiction. In the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, you agree that any claim or dispute that has arisen or may arise between you and PlayerUp must be resolved exclusively by a state or federal court located within the state of Washington. You and PlayerUp agree to submit to the personal and exclusive jurisdiction of the courts located within King County, Washington, for the purpose of litigating all such claims or disputes.

 

Restricted Users

 

14.1 No person, employee, agent or entity affiliated in way to any game publisher or developer, including, without limitation, Blizzard Entertainment, Battle.net, Sony Online Entertainment Inc., Sony Computer Entertainment America Inc., NCSoft Corporation, Turbine, Ubisoft, Codemasters, Electronic Arts, CCP Games, Atari, Webzen, Acclaim, Mythic Entertainment, Inc., Lucasfilm Entertainment Company Ltd., and Square Enix CO., LTD., is authorized to use or access this site or to utilize the services provided herein.

 

14.2 You may not open a new account if your account is suspended without our expressed written permission. Doing so will be an immediate breach of the user agreement and you will be liable for any resulting damage.

 

Indemnification

 

You agree to indemnify PlayerUp, our employees, subsidiaries, affiliates and officers as harmless from any claim or demand, including attorneys' fees, made by a third party arising out of any breach of these conditions you conduct, as well as any breach of other terms and conditions from third parties you breach, as well as any terms and conditions incorporated by reference.

 

Severability

 

If any term or provision in these Terms and Conditions is found to be void, against public policy, or unenforceable by a court of competent jurisdiction and such finding or order becomes final and non-appealable, then the offending provision shall be deemed modified only to the extent necessary to make it valid and enforceable. If the offending provision cannot be so modified, then the same shall be deemed stricken here from in its entirety, and unless such term or provision is material to the performance of these Terms and Conditions, the remainder of these Terms and Conditions shall survive with the said offending provision eliminated.

 

Remedies

 

You acknowledge that violation of these Terms and Conditions could cause irreparable harm for which monetary damages may be difficult to ascertain or an inadequate remedy. You therefore, agree that we shall be entitled, in addition to its other rights, to seek and obtain injunctive relief for any violation of these Terms and Conditions without the filing or posting of any bond or surety. Furthermore, in the event a lawsuit or action is brought by any party under these Terms and Conditions to enforce any of its terms, it is agreed that if we are deemed to be the prevailing party as determined by final judgment, not subject to appeal, of a court of competent jurisdiction, we shall be entitled to recovery of reasonable attorney's fees, expert fees, litigation expenses and court costs in addition to any other relief granted by the court.

 

General

 

18.1 Agreement. This Agreement, means this document in its entirety, the PlayerUp Privacy Policy, and all policies posted on our sites constitute the entire agreement between the User and PlayerUp with respect to access to and use of the Site, superseding any prior written or oral agreements in relation to the same subject matter herein.

 

18.2 Parties. “We”, “us”, “our” and all other first person pronouns and the like refer to PlayerUp. All references to “you” “your” and all other second person pronouns refer to any users, buyers, sellers, or other third parties accessing or using any of PlayerUp websites, intellectual property, or other services.

 

18.3 Consent. “Consent” means explicit, full agreement given in writing by the company officers or attorneys.

 

18.4 Partnership. PlayerUp and the User are independent contractors, and no agency, partnership, joint venture, employee–employer, or franchiser–franchisee relationship is intended or created by this Agreement.

 

18.5 Waiver. The failure of PlayerUp to exercise or enforce any right or provision of the terms of this Agreement shall not constitute a waiver of such right or provision.

 

18.6 Enforcable. If any provision herein is held to be invalid or unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions of this Agreement.

 

18.7 Third Party. User agrees that there shall be no third party beneficiaries to this agreement.

 

18.8 Headings. Headings are for reference purposes only, and in no way define, limit, construe or describe the scope or extent of such section.

 

18.9 Confidential Information. “Confidential Information” means any information, technical data, or know-how,including but not limited to, that which relates to research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or finances of ours, or any information created or revealed in preparing such Confidential Information. Confidential Information includes information that is not in writing, and any information given through conversation, discussion, or explanation. Confidential Information does not include information, technical data or know how which (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party’s files and records immediately prior to the time of disclosure, or (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature other than as a result of any improper inaction or action of the Recipient or, (iii) is approved by our officers, in writing, for release.

 

18.10 Defamatory and Privacy Torts. "Defamatory and Privacy Torts" includes publishing a untrue and harmful statements about us or its affiliates or employees.

 

18.11 Publish, Publishing, or Publication. "Publish, Publishing, or Publication" means DISCLOSURE TO ANY THIRD PARTY by issuing, revealing, divulging, or posting matter for sale or disruption. This includes digital communications such as posting in web forums, chat messaging programs or chat rooms such as IRC discussions.

 

18.12 Protective Order. "Protective Order" (also known as a gag or suppression order) means a legal court order that prevents the disclosure of sensitive information and is intended to protect us from harm or harassment.

 

18.13 Restraining Order. "Restraining Order" means a legally binding order that prevents a party or individual from either engaging in, continuing, or stopping an activity described in its contents. Such an order is intended to protect us from further harm or harassment and carries significant consequences for its breach.

 

18.14 Cease and Desist Order. “Cease and Desist Order” means any legal documentation, order or injunction intended to stop a party from engaging in an activity they are currently undertaking or may begin in the future. This includes temporary injunctions, permanent injunctions, and prior restraints.

 

18.15 Video Game Asset. "Video Game Asset" means virtual property within video games, virtual worlds, and social sites including but not limited to: characters, accounts, inventory, items, in-game currency, funds, and all other virtual property linked to gaming systems.

 

18.16 Product Data. "Product Data" means data which includes the account and password used to access the video game asset or other data.

 

18.17 Security Risk. "Security Risk" means that the Video Game Asset or Product Data which we are set to acquire has a risk of breaching our sell agreement.

 

Identity

 

19.1 You must be of 18 years of age to use our site or have parental permission to do so. You may not misrepresent your identity in any way to us or other users. You must provide valid, complete, and active contact information to us, including a valid phone number and email address.

 

19.2 You will not publish your contact information or others' contact information anywhere on our site excepting designated areas in which we explicitly require it.

 

19.3 Your user name must be follow all the rules for conduct contained in this Agreement.

 

19.4 You must be of 18 years of age to use our site or have parental permission to do so. You may not misrepresent your identity in any way to us or other users. You must provide valid, complete, and active contact information to us, including a valid phone number and email address.

 

Copyright

 

20.1 All material on our website is copyright and subject to international and domestic copyright law. You may not copy, reproduce, create derivative works, or in any other way use our intellectual property. We reserve full rights in our intellectual property and transmission to you in no way implies the grant of a license. This includes but is not limited to all site content, text, graphics, logos, icons, images, audio clips, animations, digital downloads, data compilations, data structures, spreadsheets, software, characters and other intellectual property. We make no claims to copyrighted material not produced by us.

 

20.2 We respect the intellectual property of others. If you believe that your work has been used in a way that constitutes copyright infringement, please contact our [email protected]

 

License and Site Access

 

We grant you a strictly limited license to access and make personal use of this site but not to download (other than page caching) or modify it, or any portion of it, except with our express written consent as given by our officers or attorneys. This license does not include any resale or commercial use of this site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction services. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. The use of spiders, robots, scrapers or any other means, whether through the use of automated software or through a physical or mechanical system, is strictly prohibited. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of ours or our affiliates without express written consent. You may not use any meta tags or any other "hidden text" utilizing our name or trademarks without our express written consent. Any unauthorized use terminates the permission or license granted by us. You may not use any of our logos or other proprietary graphics or trademarks as part of the link without express written permission.

 

Electronic Communications

 

When you visit our website or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You understand that contracts, agreements, modifications, supplements, and additions conducted digitally bear the full weight of the applicable law and are fully binding on you as a party to the contract. Alternatively you can email [email protected]

 

Entire Agreement

 

This Agreement supersedes all other prior and contemporaneous written and oral agreements and understandings between the parties and contains the entire agreement between the parties unless specifically referencing outside sources. You state, represent, and warrant that you enter this agreement with a full understanding of its terms, and that you have not been subjected to duress or coercion and consider these terms valid consideration for the services we provide for you. All items in this agreement shall be binding upon and shall inure us, our successors, heirs and permitted assigns. You agree not to assign this agreement to any third party without our express written consent.