1. Your Agreement with PlayFab
1.1. Your use of the PlayFab Services is governed by these Terms of Service (the “Terms”). “PlayFab” or “we” means PlayFab, Inc. The “PlayFab Services” means the services PlayFab or its Affiliates makes available through https://playfab.com, any sub-pages and any other website designated by PlayFab (collectively, the “Website”), the PlayFab cloud infrastructure, the PlayFab API, the PlayFab Tools, and any other software or services offered by PlayFab in connection to any of those. “Affiliate” means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. “Ownership” means, for purposes of this definition, control of more than a 50% interest in an entity.
1.2. In order to use the PlayFab Services, you must first agree to the Terms. You understand and agree that your use of the PlayFab Services will serve as your acceptance of the Terms from that point onwards.
1.3. You affirm that you are 13 years old or over, as the PlayFab Services may not be used by children under 13. You further affirm that the Terms have been duly and validly agreed upon and delivered by you and constitute your legal and binding obligation, enforceable against you in accordance with its terms, and that you have all necessary power and authority to agree to and perform in accordance with the Terms.
1.4. You agree your purchases of PlayFab Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by PlayFab regarding future functionality or features.
2. Your Account and Use of the PlayFab Services
2.1. You must provide accurate and complete registration information any time you register to use the PlayFab Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify PlayFab immediately. Your account will allow you to access and use the PlayFab Services in connection with any game (and any related source code) written, published, or otherwise distributed by you (your “Game” or “Games”).
2.2. Your agreement to and performance under the Terms will not conflict with or violate any provision of law, rule or regulation to which you are subject, or any agreement or other obligation directly or indirectly applicable to you. Your use of the PlayFab Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software (the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by U.S. and other governments), and will avoid deceptive, misleading or unethical trade practices, which includes making deceptive or misleading representations, warranties or guarantees to the end users that play your Game (“End Users”) with respect to the specifications, features or capabilities of your Games.
2.3. You agree not to (a) access (or attempt to access) the administrative interface of the PlayFab Services by any means other than through the web interface or API that is provided by PlayFab in connection with the PlayFab Services, unless you have been specifically allowed to do so in a separate agreement with PlayFab, or (b) engage in any activity that interferes with or disrupts the PlayFab Services (or the servers and networks which are connected to the PlayFab Service).
2.4. Your account has usage limits, as further explained at https://playfab.com/pricing/ (or such URL as PlayFab may provide). PlayFab reserves the right to enforce these usage limits, which may result in PlayFab denying service to you or your End Users. Repeated exceeding of the usage limits may lead to termination of your account.
2.5. You may use the PlayFab Services only to develop and run Games that use the PlayFab Services. In particular, you may not access the PlayFab Services for the purpose of benchmarking the PlayFab Services, to resell or redistribute the PlayFab Services or to create a product or service competitive with the PlayFab Services.
2.6. You agree to include a PlayFab logo in a prominent location in your Game, such as on the splash screen of your Game, and also to include our copyright and credit notice as is, without modification, on any “help” or “credit” screens. More details are provided in https://playfab.com/style-guide/ (or such other URL as PlayFab may provide), which by this reference is incorporated into the Terms.
3. Acceptable Use Policy and Privacy
3.1. You agree to comply with the PlayFab Acceptable Use Policy available at https://playfab.com/acceptable-use/ (the “Acceptable Use Policy”) which is incorporated herein by this reference and which may be updated from time to time.
3.2. The PlayFab Services shall be subject to the Microsoft privacy statement available at https://privacy.microsoft.com/en-us/privacystatement. You agree to the use of your data in accordance with Microsoft’s privacy statement.
3.3. PlayFab will collect data from your End Users and your Games through your use of the PlayFab Services. All data (including all text, sound, video, or image files) that you provide to PlayFab through use of the PlayFab Service and all data PlayFab collects from your End Users through your use of the PlayFab Services is considered “Game Data.” PlayFab may use your Game Data for the purpose of providing, improving and adding new features to the PlayFab Services. PlayFab may also develop, use, distribute and publish information and statistics derived from your Game Data for use on an anonymized, aggregate basis; provided, that no such information will contain statistics or other information that is specifically attributable to the overall performance of your Games. This use of your Game Data will not result in the distribution or publication of any personally identifiable information.
3.4. You agree that you will comply with all laws relating to privacy of End Users and will protect the privacy and legal rights of the End Users of your Game. You must provide legally adequate privacy notices to End Users. You will ensure that End Users consent to transfer and use of data and information to PlayFab in connection with your Game and PlayFab Services, including but not limited to user names, passwords, or other login information or personal information. You must make the End Users aware that the data will be available for use by PlayFab.
3.5. Game Data may be transferred to, and stored and processed in, the United States or any other country in which PlayFab, its Affiliates or its subcontractors operate. You appoint PlayFab to perform any such transfer of Game Data to any such country and to store and process personal data to provide the PlayFab services.
4. GDPR TermsThe terms of this Section 4 (the “GDPR Terms”) apply to the extent your Game Data includes information related to an identified or identifiable natural person that is subject to the European Union General Data Protection Regulation (the “GDPR”). Lower case terms used but not defined in this Addendum such as “personal data,” “personal data breach,” “processing,” “controller,” “processor,” “subprocessor” and “data subject” will have the same meaning as set forth in Article 4 of the GDPR. These GDPR Terms do not apply where PlayFab is a controller of the personal data of its customers.
4.1. Compliance with the GDPR and Processing of Personal Data. You and PlayFab agree to comply with all applicable provisions of the GDPR. You agree you are the controller of personal data and PlayFab is the processor of such personal data, except when you act as a processor of personal data, in which case PlayFab is a subprocessor. PlayFab will process personal data only on your documented instructions. You agree that these Terms of Service, any other written Service Agreement with PlayFab, and your use and configuration of features in the PlayFab Services are your complete and final documented instructions to PlayFab for the processing of personal data. In any instance where the GDPR applies and you are a processor, you warrant to PlayFab that your instructions, including appointment of PlayFab as a processor or subprocessor, have been authorized by the relevant controller.
4.2. Processing Details. You and PlayFab acknowledge and agree that:
a) the nature and purpose of the processing is to provide the PlayFab Service pursuant to these documented instructions;
b) the subject matter of the processing is limited to personal data within the scope of the GDPR;
c) the duration of the processing shall be for the duration of your right to use the PlayFab Service and until all personal data is deleted, or returned in accordance with your instructions; d) the types of personal data processed by the PlayFab Service include those expressly identified in Article 4 of the GDPR;
e) the categories of data subjects are employees, contractors, collaborators, and End Users;
f) PlayFab will process and transfer the personal data only on these documented instructions, unless required to do so by the European Union or member state law to which PlayFab is subject; in such a case, PlayFab shall inform you of that legal requirement before processing (unless that law prohibits such information on important grounds of public interest); and
g) PlayFab will ensure that its personnel engaged in the processing of personal data (i) will comply with subsection (f) herein and (ii) have committed to maintain the confidentiality of any personal data even after their engagement ends.
4.3. Data Subject Rights; Assistance with Requests. PlayFab will make the personal data of data subjects available to you and provide you the ability to fulfill data subject requests under the GDPR, both in a manner consistent with the functionality of the PlayFab Service and PlayFab’s role as a processor. PlayFab shall comply with your reasonable requests to assist with your response to such a data subject request. If PlayFab receives a request from your data subject to exercise one or more of its rights under the GDPR in connection with a game for which PlayFab is a data processor or subprocessor, PlayFab will redirect the data subject to make its request directly to you. You will be responsible for responding to any such request, including, where necessary, by using the functionality of the PlayFab Service.
4.4. Records of Processing Activities and Reasonable Assistance. PlayFab shall maintain all records required by Article 30(2) of the GDPR and, to the extent applicable to the processing of personal data on your behalf, make them available to you upon request. PlayFab will provide you reasonable assistance in compliance with the obligations of Articles 32 to 36 of the GDPR, taking into account the nature of the processing and the information available to PlayFab.
4.5. Data Security. You and PlayFab will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including inter alia, as appropriate:
a) the pseudonymization and encryption of personal data;
b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.
PlayFab’s security measures will be set forth in a PlayFab Security Policy. PlayFab will make that policy available to you, along with descriptions of the security controls in place for the PlayFab Services and other information you reasonably request regarding PlayFab security practices and policies. You are responsible for making an independent determination as to whether the technical and organizational measures for the PlayFab Services meets your requirements. You acknowledge and agree that (taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the processing personal data as well as the risks to individuals) the security practices and policies implemented and maintained by PlayFab provide a level of security appropriate to the risk with respect to your personal data. You are responsible for implementing and maintaining privacy protections and security measures for components that you provide or control.
4.6. Notice and Controls on use of Subprocessors. PlayFab may hire third parties to provide certain limited or ancillary services on its behalf. PlayFab will provide you a list of subprocessors upon request. You consent to the engagement of these third parties and PlayFab Affiliates as subprocessors of personal data if such consent is required under law. PlayFab will inform you of new subprocessors it engages. You may object to new subprocessors by providing written notice to PlayFab that includes an explanation of the grounds for objection.
PlayFab is responsible for its subprocessor’s compliance with PlayFab’s obligations in these GDPR Terms. When engaging any subprocessor, PlayFab will ensure via a written contract that the subprocessor may access and use personal data only to deliver the services PlayFab has retained them to provide and is prohibited from using personal data for any other purpose. PlayFab will ensure that subprocessors are bound by written agreements that require them to provide at least the level of data protection required of PlayFab by this Addendum.
4.7. Personal Data Breach. PlayFab shall notify you without undue delay after becoming aware of a personal data breach. Such notification will include that information a processor must provide to a controller under Article 33(3) to the extent such information is reasonably available to PlayFab.PlayFab shall make reasonable efforts to assist you in fulfilling your obligation to notify the relevant supervisory authority and data subjects of a personal data breach under Articles 33 and 34 of the GDPR.
4.8. Audit. PlayFab will conduct audits of its compliance with these GDPR terms as required by Article 28 of the GDPR. Each audit will be performed by qualified, independent, third party and/or internal security auditors at PlayFab’s selection and expense. Each audit will result in the generation of an audit report (“PlayFab Audit Report”), which PlayFab will make available to you upon request. The PlayFab Audit Report will be PlayFab’s Proprietary Information and will clearly disclose any material findings by the auditor. PlayFab will promptly remediate issues raised in any PlayFab Audit Report to the satisfaction of the auditor.
4.9. Transfer of personal data. You agree you are certified to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks or have another legal transfer mechanism for the transfer of personal data in accordance with applicable law. All transfers of personal data to a third country or an international organization will be subject to appropriate safeguards as described in Article 46 of the GDPR and such transfers and safeguards will be documented according to Article 30(2) of the GDPR. PlayFab is certified to the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks and the commitments they entail. PlayFab agrees to notify you in the event that it makes a determination that it can no longer meet its obligation to provide the same level of protection as is required by the Privacy Shield principles.
4.10. Contact PlayFab. If you believe that PlayFab is not adhering to its privacy or security commitments, you may contact customer support or use PlayFab and Microsoft’s Privacy web form, located at http://go.microsoft.com/?linkid=9846224.
PlayFab’s mailing address is:
Chief Privacy Officer
One Microsoft Way
Redmond, Washington 98052 USA
Microsoft Ireland Operations Limited is PlayFab’s data protection representative for the European Economic Area and Switzerland. The privacy representative of Microsoft Ireland Operations Limited can be reached at the following address:
Microsoft Ireland Operations, Ltd.
Attn: Data Protection Officer
One Microsoft Place
South County Business Park
4.11. Supplementation and Term. PlayFab may modify or supplement these GDPR Terms, (a) if required to do so by a supervisory authority or other government or regulatory entity, (b) if necessary to comply with applicable law, or (c) to adhere to an approved code of conduct or certification mechanism approved or certified pursuant to Articles 40, 42 and 43 of the GDPR. Without prejudice to these GDPR Terms, PlayFab may from time to time provide additional information and detail about how it will execute these GDPR Terms in its service-specific technical, privacy, or policy documentation. These GDPR Terms become effective upon the later of (a) the start of enforcement of the GDPR or (b) Your use of the PlayFab Service.
5. Fees for Use of the PlayFab Services
5.1. Subject to the Terms, you may sign up for the PlayFab Essentials Tier Services, which PlayFab will provide to you without charge up to certain limits. PlayFab may offer you the ability to use additional resources and services without charge for a trial period. Usage of resources and services beyond the trial period, usage of the PlayFab Essentials Tier Services over the designated limits, or the use of other resources or services offered on the Website will require your purchase of additional resources or services via individually priced services or an appropriate paid Tier plan. The PlayFab Essentials Tier Services limits, and the pricing for additional resources and services, can be found on the Website at https://playfab.com/pricing/ (or such other URL as PlayFab may provide).
5.2. Payments for all purchased resources and services are due and must be made according to the pricing and related terms in the services description published in the Website. Unless otherwise noted in the service description, all fees will be billed in advance on a monthly basis (or at the interval indicated in PlayFab’s fees and payment policies, if different) and are due at the time of invoice. You must provide PlayFab with a credit card, and PlayFab will automatically charge your credit card based on the paid Tier plan and any individually priced services you have selected on the due date unless you have raised a good faith objection prior to the due date. At PlayFab’s sole discretion, PlayFab may also agree with you to accept your payments via wire transfer, automated clearinghouse or PayPal. Late payments will bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on PlayFab’s measurements of your use of the PlayFab Services, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of PlayFab and only in the form of credit for the PlayFab Services. Nothing in these Terms obligates PlayFab to extend credit to any party. You acknowledge and agree that any credit card and other billing and payment information that you provide to PlayFab may be shared by PlayFab with companies who work on PlayFab’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to PlayFab and servicing your account.
5.3. PlayFab may change its fees and payment policies for the PlayFab Services at any time, but in the event of a fee increase, PlayFab will honor the previous pricing policy for you for at least thirty (30) days after notifying you of the fee increase. Changes to the fees or payment policies will be posted on the Website (or such other URL as PlayFab may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.
5.4. You may not develop multiple Games to simulate or act as a single Game, develop Games under multiple unlinked accounts, or otherwise access the PlayFab Services in a manner intended to avoid incurring fees.
5.5. The PlayFab Essentials Tier Service is provided on an as-is basis and is intended for lightweight, low-volume usage of the PlayFab Services. The PlayFab Essentials Tier Service does not provide access to the full set of PlayFab features, resources and services. PlayFab does not provide any service level agreements or developer support for the PlayFab Essentials Tier Service, other than PlayFab's forum discussions. Permissible uses of the PlayFab Essentials Tier Service include the development and launch of games by independent game studios and trial/evaluation usage by professional game studios and publishers. You will not be permitted to use the PlayFab Essentials Tier Service for any Game if any of your other Games, or any Games of any of your Affiliates, are serviced by PlayFab under a paid Tier plan, without PlayFab’s express permission. If your Games misuse the PlayFab Essential Tier Services, requiring intervention from PlayFab, PlayFab will work with you to quarantine the Game(s) to a high-risk server instance, address the misuse and/or to migrate your Games to an appropriate paid Tier plan for enhanced support. Notwithstanding the above, PlayFab reserves the right to terminate your use of the PlayFab Essentials Tier Service at any time for any reason.
5.6. Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this agreement and which we are permitted to collect from you under applicable law. You will be responsible for any applicable stamp taxes and for all other taxes that you are legally obligated to pay. We will be responsible for all taxes based on our net income, gross receipts taxes imposed in lieu of taxes on income or profits, or taxes on our property ownership. If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You must ensure that any taxes withheld are minimized to the extent possible under applicable law.
6. User Generated Content on the PlayFab Services and Take Down Obligations
6.1. You understand that all End User generated information (such as End User information, data files, written text, music, audio files or other sounds, photographs, videos or other images) included in Game Data to which you may have access as part of, or through your use of, the PlayFab Services are your responsibility.
6.2. You agree that you are solely responsible for (and that PlayFab has no responsibility to you or to any third party for) the Game or any Game Data that you create, transmit or display while using the PlayFab Services and for the consequences of your actions (including any loss or damage which PlayFab may suffer) by doing so. You control access by End Users, and you are responsible for their use of the PlayFab Services in accordance with these Terms of Service. For example, you will ensure End Users comply with the Acceptable Use Policy.
6.3. You agree to set up a process to respond to notices of alleged infringement that comply with the United States’ Digital Millennium Copyright Act (“DMCA notices”). It is PlayFab’s policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down Game Data in your Game or, if necessary, the Game itself upon receipt of a valid DMCA notice. For more information, please go to https://playfab.com/acceptable-use/.
6.4. You agree that PlayFab has no responsibility or liability for the deletion or failure to store any Game Data and other communications maintained or transmitted through use of the PlayFab Services.
7. Proprietary Rights and Confidentiality Obligations
7.1. You acknowledge and agree that PlayFab (or PlayFab’s licensors) owns all legal right, title and interest in and to the PlayFab Services, including any intellectual property rights which subsist in the PlayFab Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
7.2. Except as provided in Section 9, PlayFab acknowledges and agrees that it obtains no right, title or interest from you (or your licensors or End Users) under these Terms in or to any Game Data or Games that you create, submit, post, transmit or display on, or through, the PlayFab Services, including any intellectual property rights which subsist in that Game Data and the Game (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with PlayFab, you agree that you are responsible for protecting and enforcing those rights and that PlayFab has no obligation to do so on your behalf.
7.3. For purposes of the Terms, “Proprietary Information” means all information disclosed through any means of communication or by personal observation by or on behalf of the disclosing party to or for the benefit of the other party that relates to the disclosing party's products, projects, productions (including information regarding creators, authors, programmers, and other persons involved in such productions), research and development, intellectual property, trade secrets, technical know-how, policies or practices (and all creative, business and technical information relating thereto), and any other matter that the other party is advised or has reason to know is the confidential, trade secret or proprietary information of the disclosing party. You and PlayFab acknowledge that during and through your use of the PlayFab Services, each of the parties and their respective agents, employees, and representatives may obtain or have access to such Proprietary Information of the other, including, but not limited to, information relating to stored data, customer information, technical data, statistics, source code, programs, documentation and research. You and PlayFab agree that, other than as otherwise expressly permitted under Section 7 hereof, such Proprietary Information shall be maintained on a strictly confidential basis, will be used solely for PlayFab’s provision of the PlayFab Services and your utilization of such PlayFab Services, and will be disclosed only to those of the parties’ respective agents, employees and representatives who require such information for purposes of their performance hereunder, or as required by applicable law or regulation. Proprietary Information does not include data, materials or information that: (a) was already known to the receiving party free of any restriction at the time it is obtained from the disclosing party; (b) is subsequently learned from an independent third party free of any restrictions and without breach of the Terms or any other agreements; (c) is or becomes publicly available through no wrongful act of the receiving party; or (d) is independently developed by the receiving party without reference to any Proprietary Information of the disclosing party.
8. License from PlayFab and Restrictions
8.1. To facilitate your use of the PlayFab Services, PlayFab may make available to you certain documentation, application programming interfaces (APIs), and sample source code (the “Licensed Materials”). Subject to your compliance with the Terms (including, without limitation, the payment obligations described in Section 5), PlayFab grants you a revocable, personal, worldwide, royalty-free, non-assignable, non-transferable and non-exclusive license to use the Licensed Materials made available to you by PlayFab as part of the PlayFab Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the PlayFab Services as provided by PlayFab, in the manner permitted by the Terms. Any other use of the Licensed Materials is prohibited.
8.2. You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the PlayFab Services, the Licensed Materials or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by PlayFab, in writing (e.g., through an open source software license); (b) attempt to disable or circumvent any security mechanisms used by the PlayFab Services or any Games running on the PlayFab Services; or (c) use the PlayFab Services in any way that may subject the PlayFab Services to any obligations under any open source software license, including, without limitation, any license which imposes any obligation or restriction with respect to PlayFab's patent or other intellectual property rights in the PlayFab Services.
8.3. Open source software licenses for components of the PlayFab Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with PlayFab for the use of the components of the PlayFab Services released under an open source license.
8.4. PlayFab grants you a revocable, personal, worldwide, royalty-free, non-assignable, non-transferable and non-exclusive license to use the PlayFab trade name (PlayFab) and the PlayFab logo for the sole purpose of advertising or publicizing your use of the PlayFab Services as required by Section 2.6 of the Terms, and provided that you use the trademarks in and follow the PlayFab branding guidelines, available at https://playfab.com/style-guide/ (or such other URL as PlayFab may provide). PlayFab has the right to review your use of the PlayFab trademarks and require changes to use at any time.
9. License from You
9.1. PlayFab claims no ownership or control over any Game Data or Game that you originate. You retain copyright and any other rights you already hold in the Game Data and/or Game that you originate, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying your Game Data on or through the PlayFab Services, you hereby grant to PlayFab and its Affiliates a worldwide, royalty-free, and non-exclusive right and license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Game Data for the sole purpose of enabling PlayFab to provide you with the PlayFab Services. Furthermore, by creating or making available a Game to be used in connection with the PlayFab Services, you hereby grant to PlayFab and its Affiliates a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Game for the sole purpose of enabling PlayFab to provide you with the PlayFab Services. PlayFab may sublicense these rights to its vendors and subcontracts solely as necessary for PlayFab to perform under this Agreement.
9.2. By adding other individual persons to collaborate on a Game, you are responsible for ensuring such collaborator complies with the terms of this agreement.
9.3. You may choose to or PlayFab may invite you to submit comments or ideas about the PlayFab Services, including, without limitation, about how to improve the PlayFab Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place PlayFab under any fiduciary or other obligation, and that PlayFab and its successors and assigns are free to use the Idea without any additional compensation to you and to disclose the Idea on a non-confidential basis or otherwise to anyone.
9.4. You agree that PlayFab, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names, Game names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Website listings (including links to your website) for the purpose of advertising or publicizing your use of the PlayFab Services.
10.1. PlayFab may make available through the PlayFab Services additional features, functionality, and services offered by its third-party partners (“Add-ons”). Your use of Add-ons is subject to these Terms, to the applicable fees, and to your agreement to the third party partners’ license terms for those Add-ons, if any. You acknowledge for each Add-on you subscribe to or purchase through the PlayFab Services, these Terms constitute a binding agreement between you and the third party licensor of that Add-on (“the Add-on Provider”) only. The Add-on Provider of each Add-on is solely responsible for that Add-on, the content therein, and any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge that you are purchasing the license to each Add-on from the Add-on Provider of that Add-on; PlayFab is not acting as agent for the Add-on Provider in providing each such Add-on to you; PlayFab is not a party to the license between you and the Add-on Provider with respect to that Add-on; and PlayFab is not responsible for that Add-on, the content therein, or any claims that you or any other party may have relating to that Add-on or your use of that Add-on.
10.2. By subscribing to or purchasing an Add-on, you grant PlayFab permission to share your Game, Game Data, and user information with the Add-on Provider as necessary in order to provide you the Add-on.
10.3. The license granted to you to use any Add-on is personal to you, and is not sublicensable to any other party, including without limitation your End Users. You may not provide or resell Add-ons to others.
11. Modification, suspension, and Termination of the PlayFab Services
11.1. PlayFab is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the PlayFab Services may change from time to time without prior notice to you, subject to the terms in Section 5.3. PlayFab intends to minimize changes to functionality or APIs that will negatively impact your Games. When making such changes, PlayFab will create a new version of the API and use its commercially reasonable efforts to continue to support the old version of the API for at least ninety (90) days. However, in the event of security issues, issues affecting system health or other exigent circumstances such as changes in the laws or regulations applicable to PlayFab or the PlayFab Services, PlayFab may terminate support for the old version of the API without advance notice. Changes to the form and nature of the PlayFab Services will be effective with respect to all versions of the PlayFab Services. Examples of changes to the form and nature of the PlayFab Services include, without limitation, changes to fee and payment policies, security patches, added functionality, and other enhancements.
11.2. PlayFab may suspend or terminate your use of the PlayFab Services if: (a) it is reasonably needed to prevent unauthorized access to your Game Data; (b) you fail to respond to a claim of alleged infringement under Section 14 (“Indemnification”) within a reasonable time; (c) you do not pay amounts due under this agreement; or (d) you do not abide by the Acceptable Use Policy or you violate other terms of this agreement.
11.3. You may terminate these Terms at any time by canceling your account on the PlayFab Services, unless you have a separate agreement or payment terms with PlayFab that do not permit you to terminate until the end of the stated term in such agreement or payment terms. In such case, your obligations under these Terms will continue until the end of the stated term in the agreement or payment terms. You will not receive any refunds if you cancel your account.
11.4. You are solely responsible for exporting your Game Data and Games from the PlayFab Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Game Data and Games.
11.5. PlayFab will provide you twelve (12) months advance notice if PlayFab ceases to do business and discontinues providing any PlayFab Services, unless (a) such termination of the PlayFab Service is done sooner in response to a change in government regulation, obligation or other requirement or (b) PlayFab or its Affiliates makes available a service that is substantially similar to the discontinued PlayFab Services.
11.6. Upon any termination of the PlayFab Services or your account, these Terms will also terminate, but Sections 2.3, 3.3, 7.1, 8.2, 11, 12, 13, 14, 15.3 and 17 shall continue to be effective after these Terms are terminated.
12. EXCLUSION OF WARRANTIES
12.1. NOTHING IN THESE TERMS, INCLUDING SECTIONS 10 AND 13, SHALL EXCLUDE OR LIMIT PLAYFAB’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
12.2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PLAYFAB SERVICES IS AT YOUR SOLE RISK AND THAT THE PLAYFAB SERVICES, AND ANY SUPPORT SERVICES PROVIDED, ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “AS MODIFIED FROM TIME TO TIME.”
12.3. PLAYFAB AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE PLAYFAB SERVICES AND ANY SUPPORT SERVICES PROVIDED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PLAYFAB AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (a) YOUR USE OF THE PLAYFAB SERVICES OR SUPPORT SERVICES PROVIDED WILL MEET YOUR REQUIREMENTS; (b) YOUR USE OF THE PLAYFAB SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; AND (c) USAGE DATA PROVIDED THROUGH THE PLAYFAB SERVICES WILL BE ACCURATE.
13. LIMITATION OF LIABILITY
13.1. Limitation. The aggregate liability of each party for all claims under this agreement is limited to direct damages up to the amount paid under this agreement for the PlayFab Services during the three (3) months before the cause of action arose. For previews, betas or PlayFab Services provided free of charge, PlayFab’s liability is limited to direct damages up to $5,000.00 USD.
13.2. EXCLUSION. Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.
13.3. Exceptions to limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to: (a) the parties' obligations under Section 14, or (b) violation of the other's intellectual property rights.
14.1. We will defend you against any claims made by an unaffiliated third party that the PlayFab services infringe that third party's patent, copyright or trademark or makes unlawful use of its trade secret.
14.2. You will defend us against any claims made by an unaffiliated third party that: (a) any Game, Game Data, or services you provide, directly or indirectly, in using the PlayFab Services violates the rights of third parties, including privacy rights, or infringes the third party's patent, copyright, or trademark or makes unlawful use of its trade secret; or (b) arises from violation of the Acceptable Use Policy.
14.3. Limitations. Our obligations in Section 14.1. won't apply to a claim or award based on: (a) any Game, Game Data, or services or materials you provide or make available as part of using the PlayFab Services; (b) your combination of the PlayFab Service with, or damages based upon the value of a Game, product, service, data, or business process; (c) your use of a PlayFab trademark without our express written consent, or your use of the PlayFab Services after we notify you to stop due to a third-party claim; (d) your redistribution of the PlayFab Services to, or use for the benefit of, any unaffiliated third party; or (e) anything provided by us provided free of charge.
14.4. Remedies. If we reasonably believe that a claim under Section 14.1. may bar your use of the PlayFab Services, we will seek to: (a) obtain the right for you to keep using it; or (b) modify or replace it with a functional equivalent and notify you to stop use of the prior version of the PlayFab Services. If these options are not commercially reasonable, we may terminate your rights to use the PlayFab Services.
14.5. Obligations. Each party must notify the other promptly of a claim under this Section. The party seeking protection must (a) give the other sole control over the defense and settlement of the claim; and (b) give reasonable help in defending the claim. The party providing the protection will (i) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and (ii) pay the amount of any resulting adverse final judgment or settlement. The parties' respective rights to defense and payment of judgments (or settlement the other consents to) under this Section 14 are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law or statutory rights.
15. Other Content
15.1. The PlayFab Services may include hyperlinks to other web sites or content or resources or email content. PlayFab has no control over any web sites or resources which are provided by companies or persons other than PlayFab.
15.2. You acknowledge and agree that PlayFab is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
15.3. You acknowledge and agree that PlayFab is not liable for any loss or damage which may be incurred by you or your End Users as a result of the content or availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
16. Changes to the Terms
16.1. PlayFab may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days' notice before the changes take effect, during which period of time you may reject the changes by terminating your account.
16.2. You understand and agree that if you use the PlayFab Services after the date on which the Terms have changed, your use will serve as your acceptance of the updated Terms.
17. General Legal Terms
17.1. PlayFab will not disclose your Game Data from the PlayFab Services to law enforcement unless required by law. If law enforcement contacts PlayFab or its Affiliates with a demand for your Game Data in the PlayFab Services, PlayFab or its Affiliates will attempt to redirect the law enforcement agency to request that data directly from you. If compelled to disclose Game Data to law enforcement, PlayFab will promptly notify you and provide a copy of the demand unless legally prohibited from doing so. Upon receipt of any other third-party request for Game Data, PlayFab will promptly notify you unless prohibited by law. PlayFab will reject the request unless required by law to comply. If the request is valid, PlayFab will attempt to redirect the third party to request the data directly from you.
17.2. Except to the extent you and PlayFab have entered into a separate written agreement that is expressly intended to supersede these Terms either in whole or in part, the Terms constitute the whole legal agreement between you and PlayFab and govern your use of the PlayFab Services, and completely replace any prior agreements between you and PlayFab in relation to the PlayFab Services.
17.3. There are no third-party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
17.4. If PlayFab provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
17.5. You agree that PlayFab may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the PlayFab Services or the Website. By providing PlayFab your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
17.6. You agree that if PlayFab does not exercise or enforce any legal right or remedy which is contained in the Terms (or which PlayFab has the benefit of under any applicable law), this will not be taken to be a formal waiver of PlayFab’s rights and that those rights or remedies will still be available to PlayFab. If any provision of the Terms is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.
17.7. Government customers should consult with PlayFab prior to acceptance. If you are a government customer, before accepting this agreement, you should consult with your PlayFab representative to assure full compliance with local laws and governmental procurement processes.
17.8. Except for payment obligations, neither party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
17.9. The rights and remedies under the Terms are cumulative and are not exclusive of any rights or remedies available at law or in equity or by any other agreement between the you and PlayFab.
17.10. The Terms, and your relationship with PlayFab under the Terms, shall be governed by the laws of the State of Washington without regard to its conflict of laws provisions. You and PlayFab agree to submit to the exclusive jurisdiction of the courts located within King County, Washington, to resolve any legal matter arising from the Terms.
17.11. You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of PlayFab. PlayFab may assign this agreement and rights hereunder, in whole or in part, to its Affiliates.