ULTIMATEPAY™ SERVICE USER AGREEMENT

Last Updated: October 10, 2011

IMPORTANT: PLEASE READ CAREFULLY THE TERMS OF THIS USER AGREEMENT (“AGREEMENT”) BEFORE USING THE ULTIMATEPAY SERVICE. BY USING THE ULTIMATEPAY SERVICE, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO CONSENT TO THIS AGREEMENT IN ITS ENTIRETY AND YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND FULLY ACCEPT AND AGREE TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT IN ITS ENTIRETY, YOU ARE NOT AUTHORIZED TO USE THE SERVICE.

This Agreement describes the terms and conditions for your use of the payment processing, payment services, and ecommerce services provided by PlaySpan, Inc. and any of its affiliated companies, including without limitation Internet Payment Solutions, Inc. and Spare Change Payments (collectively, "PlaySpan," "we," "us," or similar pronoun) via its UltimatePay™ platform/product (the “Service”). As used in this Agreement, “user”, "you" or "your" (or similar pronoun) refers to the individual or business entity using the Service, unless the context requires otherwise. The Service may be provided in connection with websites operated by PlaySpan (“PlaySpan Sites”), as well as in connection with any platforms (including via the Internet, mobile, game console, or other media) of merchants for which PlaySpan provides payment services (each a “Merchant”, and each platform, a “Merchant Site”). Certain features, functionality or payment methods may be subject to additional terms and conditions that will be presented to you prior to your use of such feature, functionality or payment method. Payment methods and options may be suspended or terminated at any time. This Agreement incorporates by reference the PlaySpan Privacy Policy and any other Terms of Service and policies posted or provided by PlaySpan in connection with a PlaySpan Site (collectively, “Policies”). To the extent the terms and conditions of this Agreement conflict with those contained in any Policies, the terms and conditions of this Agreement shall govern and control with respect to the Service, but only to the extent of such conflict.

If you are using the Service on behalf of a third party entity, you represent and warrant that you have all necessary authority to bind said entity to the terms and conditions of this Agreement.

Access to and purchase of products and/or services on Merchant Sites may also be subject to your compliance with certain terms and conditions published by the Merchant whose goods or services you are purchasing (“Merchant Terms”). For the avoidance of doubt, this Agreement shall govern your use of the Service, while the respective Merchant Terms shall govern your use of the goods or services provided by the Merchant. To the extent of a conflict between this Agreement and any Merchant Terms, this Agreement shall govern with respect to the Service, but only to the extent of such conflict.

Certain Merchants processing sales through the Service may allow you to "buy", "sell" or "own" Digital Goods. A "Digital Good" means a Virtual Good, ESN, or downloadable game (each as defined below) as applicable. “Virtual Goods” may include characters, weapons, in-game currency, in-game items, and other virtual items. A Virtual Good is a set of rights to digital items, as licensed by the Merchant providing the Virtual Good and subject to the Merchant's terms and conditions. An "ESN" is one or more codes, serial numbers or passwords that allow a purchaser certain rights and privileges, including game play, to a particular or series of games, virtual worlds or social networks. Merchants are fully responsible for the Digital Goods provided to you. Regardless of the terminology used, such as "buy", "sell", and "own" in this Agreement, you agree that you do not own any Digital Goods, you have only a license (granted by the Merchant) to the rights represented by the Digital Good.

Effectiveness; Modification of This Agreement

PlaySpan reserves the right, in its sole discretion, to modify the terms of this Agreement at any time with or without specific notice to you. You can always find the most recent version of this Agreement here: User Agreement. PlaySpan may change this Agreement by posting a new version at such URL, without specific notice to you, so please continue to review this Agreement from time to time. The most recent modification date will be noted by the "Last Updated" date above. To the fullest extent permitted under applicable law, your continued use of the Service after any such modification constitutes your acceptance of the Agreement as modified. If you do not agree to any modification of this Agreement, you must immediately stop use of the Service.

1. Payment Transactions

1.1 Our Obligations. When you remit payment through the Service for a specific transaction with a Merchant, we will communicate receipt of your payment to the Merchant. Merchants are obligated to either accept or reject your payment. Upon acceptance, they are obligated to release the goods or services you have paid for. If the Merchant rejects your payment or if we cannot get an acknowledgement of the payment, we will return your payment to you. Likewise, if there is an overpayment, we will return the overpaid amounts to you. We will make a reasonable effort to return your payment to you through the same payment system, method or channel you used to send the payment, in your native currency. Should that prove impractical or impossible, we may disburse your refund as a check drawn on a U.S. bank, payable in U.S. Dollars ("USD"), or as UltimatePoints (as defined in Section 1.6 below), subject to the license set forth below. If you paid using another currency and your refund is paid in USD, then we reserve the right to calculate the necessary currency conversion.
PLEASE SEE SECTION 4 REGARDING OUR REFUND POLICY.

1.2 Your Obligations. You agree that the information you provide to PlaySpan shall be accurate, current and complete, including your name, address, phone number(s), email address, and payment information. You certify that you are 18 years of age or older, or if you are under the age of 18 but over the age of 13, that you are entering this transaction with the approval of a parent or guardian who agrees to be bound by these terms. Any liability incurred as a result of your actions or your use of the Service or the Merchant Sites shall be yours and yours alone. This Agreement does not make you an agent of PlaySpan, nor may you represent yourself as such. You agree not to hold PlaySpan liable for any exposure or event incurred by you during use of the Service. If you are a buyer and you are unhappy with any goods or services that you have purchased using the Service, you should contact the Merchant directly to resolve your concerns.

1.2.1 Limits. You agree that you will not use PlaySpan to pay for any transaction greater than USD $1,000, nor make payments to or through PlaySpan totaling more than USD $20,000 a month, or an equivalent amount in any other currency.

1.3 Acceptable Use. You will at all times adhere to all applicable laws, rules, and regulations applicable to your use of the Service, including without limitation the user conduct restrictions herein. Without limiting the foregoing, you may not act as a payment intermediary, aggregator or service bureau or otherwise resell the Service on behalf of any third party, including without limitation the handling, processing, and transmission of funds for any third party.

1.3.1 User Conduct. While using the Service or accessing Merchant Sites in connection with the Service, you may not: (i) restrict or inhibit any other user from using and enjoying Merchant Sites, a Merchant’s network or content, the Service, and/or the Internet; (ii) transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law, including without limitation the U.S. export control laws; (iii) transmit any information or software which contains a virus or other harmful component; (iv) transmit or in any way exploit any information, software or other material obtained through access to sites or Service made available through PlaySpan for commercial purposes (other than as expressly permitted by the provider of such information, software or other material); or (v) transmit or distribute in any way information, software or other material obtained through sites or Service made available through PlaySpan which is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder.

1.4 Preauthorized and Recurring Payments. If you've entered into a preauthorized or recurring payment arrangement with a Merchant (for example, a monthly subscription), please go directly to the Merchant to cancel your arrangement. We will then act upon the Merchant's direction.

1.5 Mobile Payments. When you use our mobile-based payments service, you are responsible for any fees or other charges that your telecommunications carrier may charge for any related data or message services, including, without limitation, for SMS charges. Please see your wireless plan for details on costs.

1.6 UltimatePoints. An “UltimatePoint” is a limited, digital license that allows you to access and to use Digital Goods. UltimatePoints are NOT CONVERTIBLE to real currency and are not refundable. Any UltimatePoints you possess measure the extent of the license you have not used and do not constitute a real-world “balance” or reflect any stored value. To the extent that we are unable to refund to you any overpaid amounts as provided above, we may issue to you UltimatePoints. You acknowledge that when, by overpayment or otherwise, you have acquired UltimatePoints, you will be deemed to have obtained, and PlaySpan hereby grants to you, a limited, revocable, non-exclusive, non-transferable license (without the right to grant sublicenses) for a period of TWO YEARS, and subject to your continued compliance with the terms and conditions hereof, to use any UltimatePoints solely in connection with the Service in order to access and use Digital Goods. UltimatePoints can ONLY be used with the original Merchant whose goods were being bought or sold with that transaction’s payment or with another Merchant who accepts UltimatePoints in connection with its goods and/or services. You acquire no right, title or interest in or to the UltimatePoints other than the limited rights granted by the foregoing license, and upon termination of this Agreement for any reason, such license shall immediately terminate.

2. Customer Service

For customer support, please email support@ultimatepay.com or visit ultimatepay.custhelp.com. We may update customer service contact information in the future.

3. Unauthorized Transactions; Notification

If you believe that there is an error or unauthorized transaction or activity associated with your use of the Service, you should contact our customer support department immediately at support@ultimatepay.com. Notification about an unauthorized transaction must be received by us within sixty (60) days of the transaction date. You agree to cooperate with PlaySpan in our investigation of a claim, including providing detailed information about the unauthorized charge, and you represent that any information provided will be complete, accurate and truthful. We will investigate your claim and if we determine the transaction was indeed an error or unauthorized, we will reverse or refund the amounts you paid.

4. REFUND POLICY

PlaySpan’s policy is that all sales processed by PlaySpan are final. Once you make a payment through the Service and such payment has been accepted by a Merchant, there are no refunds provided unless the Merchant authorizes that refund and communicates that authorization directly to PlaySpan. You agree to provide any information reasonably requested by PlaySpan in connection with a refund request. If the Merchant is the “merchant of record” for a transaction (e.g., the Merchant processes the payment through its own merchant account), the Merchant is responsible for its own refund policy and you should consult the Merchant’s refund policy at the respective Merchant Site. In either case, PlaySpan does not represent or warrant that a refund can or will be provided by a Merchant. To the extent that we are unable to provide you a refund, we may issue to you UltimatePoints.

5. No Affiliation with Merchants

PLAYSPAN IS NOT AFFILIATED WITH THE MERCHANTS FOR WHOM IT PROVIDES PAYMENT PROCESSING SERVICE. PLAYSPAN HAS ESTABLISHED A FORMAL AGREEMENT WITH THE MERCHANTS TO PROCESS THEIR PAYMENTS AND TO PROVIDE PAYMENT-RELATED CUSTOMER SUPPORT FOR CUSTOMERS PAYING VIA THE SERVICE.

6. Payment Terms

PlaySpan reserves the right to change its rates and prices at any time, and it will provide notice to you if it makes such a change.
If you opt to use a payment method offered by PlaySpan where delivery of the payment constitutes a "promise to pay" (such as is the case with a payment by check or direct debit of your checking or savings account, or a payment made via a transaction service allowing payment reversal), and your promised payment does not clear or is uncollectible, is refused or not honored by your bank, or you reverse your payment, your access to your account on Merchant Sites (“Merchant Site Account”) may be suspended immediately.

You can obtain current rates for PlaySpan pricing for handling payments for any Merchant that PlaySpan processes alternate payment options for by selecting to pay via the Service from the Merchant’s point of sale page, or by clicking on other links on the Merchant Sites designated for use by users seeking to use the Merchant Site. Clicking on these links redirects you to the Service website, where the amount due for that particular transaction will be clearly displayed. If you are dissatisfied with any charges, you may discontinue your use of the Merchant Site at any time by notifying PlaySpan at support@playspan.com. PlaySpan may end a relationship with a Merchant Site at any time and in such case discontinue its payment processing for any Merchant Site and access to Merchant Site Accounts at any time. This will NOT result in, or be considered grounds for, a refund of any previously paid amount.

If you have subscribed or agreed to have PlaySpan charge you for payments due to a Merchant on a recurring basis, such as for an ongoing subscription, you may discontinue the Merchant subscription at any time by notifying the Merchant and directing such Merchant to terminate your preauthorized charges. Payments made for the remainder of the month will not be returned. PlaySpan does not assume any liability for a Merchant’s acts or omissions, including any failure to notify PlaySpan that your preauthorized charges should stop.

In the event your access to a Merchant Site Account is terminated by the associated Merchant as a result of your actions, you immediately forfeit all time remaining on your access to that Merchant Site Account. You may request a refund of the pro-rated purchase price; however, neither PlaySpan nor the Merchant is under any obligation to refund the unused amount. If PlaySpan elects to refund the pro-rated amount, that refund may have early termination or other reasonable fees subtracted from it.

You are responsible for any and all connection charges relating to access of the Merchant Site Account designated for your use and any and all charges incurred while accessing your Merchant Site Account.

In the event a Merchant changes its pricing, pricing plan, or introduces new pricing options, PlaySpan reserves the right to cancel any quotes for transactional amounts due that were generated before the aforementioned price change.

All payments are calculated based on U.S. dollars (USD) but will be displayed in your local currency if the applicable payment method supports that currency. If you pay using any using a currency other than the pricing currency supplied by the applicable Merchant, a currency exchange fee will be applied, in addition to any other currency exchange fee that may be applied based upon your method of payment.

7. Termination

7.1 Your Rights. You may terminate this Account at any time upon notice to PlaySpan, in which case, PlaySpan will use reasonable efforts to terminate your Account within 24 hours.

7.2 Suspension or Termination by Us; Breach of this Agreement. PlaySpan has the right to terminate this Agreement, at any time for any reason or no reason, without liability to you. Suspension or termination of this Agreement, as determined by PlaySpan in its sole discretion, may be immediate if you engage in any conduct or activities that PlaySpan, in its sole discretion, believes are for any improper or illegal purpose or a purpose that may compromise the integrity of PlaySpan, the Service or a Merchant Site, or if you otherwise violate any of the terms and conditions of this Agreement or any Policies. If PlaySpan denies you access to the Service, you shall have no right (1) to use the Service, (2) to obtain any credit(s) otherwise due to you from PlaySpan, and such credit(s) will be forfeited, and (3) to access services, merchandise or information on the Internet through PlaySpan and PlaySpan shall have no responsibility to notify any such third parties nor any responsibility for any consequences resulting from lack of notification. If your access to the Service is terminated by PlaySpan for conduct or activities described in this paragraph, you agree that you will not thereafter attempt to use the Service. PlaySpan also may collect from you any and all costs it incurs arising out of your engagement in any prohibited activity. PlaySpan may make its actions taken under this section publicly known, and you hereby release PlaySpan from all claims associated with any such public announcements. Nothing contained in this section shall be construed to limit PlaySpan's rights and remedies, and PlaySpan hereby reserves all such rights and remedies which may be available to it at law or in equity. You agree to defend, indemnify and hold PlaySpan and its affiliates harmless from any and all liabilities, costs and expenses, including reasonable attorneys' fees, related to any violation of this Agreement by you, or in connection with the use of PlaySpan Sites, the Service or the Internet or the placement or transmission of any message, information, software or other materials on the Internet by you.

You agree that if you do not comply with any of the provisions of this Agreement or if your actions violate, harm, or threaten the safety of any other person or creates liability for PlaySpan, PlaySpan can take any action which it believes is appropriate, including but not limited to suspending or terminating your access to the Service, reporting your conduct to other users, to any Merchant that PlaySpan works with, and/or to law enforcement authorities. We reserve the right (but have no obligation under this Agreement) to monitor and review your use of the Service. You hereby consent to PlaySpan monitoring any activity on the Service, and investigating any suspected breach of this Agreement, and reporting your conduct to other users, to any Merchants, and/or to law enforcement authorities. In case of fraudulent activity occurring, PlaySpan will withhold any payments and refunds that may otherwise be payable to you. In order to cooperate with legitimate governmental requests, subpoenas or court orders, or to protect our business and customers, we may access and disclose any information we consider necessary or appropriate, including your Merchant Site Account username and password, IP address and traffic information and usage history.

7.3 Effect of Termination. We will not be liable to you for compensation, reimbursement, or damages on account of the loss of prospective profits, anticipated sales, goodwill, or on account of expenditures, investments, or commitments in connection with your use of the Service, or for any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any amounts accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement. Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement shall survive and remain in effect in accordance with its terms upon the termination of this Agreement.

8. License

Subject to the terms and conditions of this Agreement, we grant you a non-exclusive, non-transferable license to use the Service solely for your own personal, non-commercial purposes during the term of this Agreement, subject to the following: (a) You shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Service; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; (c) you shall not access the Service in order to build a similar or competitive product or service; and (d) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, performed, posted or transmitted in any form or by any means.

9. Limitation of Liability/Disclaimer of Warranties

9.1 Disclaimer of Warranties. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PLAYSPAN MAKES NO REPRESENTATION OR WARRANTY: (A) THAT THE SERVICE WILL FUNCTION AS INTENDED, WILL BE AVAILABLE OR WILL BE UNINTERRUPTED, SECURE OR OMISSION-FREE OR ERROR-FREE; (B) AS TO THE GOODS OR SERVICES PURCHASED VIA THE SERVICE; (C) THAT DEFECTS, OMISSIONS OR ERRORS IN THE SERVICE WILL BE CORRECTED; (D) THAT THE SERVICE WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (E) AS TO THE QUALITY, ACCURACY, COMPLETENESS AND VALIDITY OF ANY INFORMATION OR MATERIALS YOU RECEIVE IN CONNECTION WITH THE SERVICE; (F) REGARDING THE ACCURACY OR COMPLETENESS OF ANY INFORMATION STORED WITH OR PROVIDED THROUGH THE SERVICE; (G) THAT TRANSMISSIONS THROUGH THE SERVICE WILL BE SECURE; (H) THAT YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS; OR (I) THAT DATA COLLECTED, STORED OR PROCESSED THROUGH THE SERVICE WILL BE AVAILABLE, SECURE OR OMISSION-FREE OR ERROR-FREE.

9.2 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ASSUME SOLE RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICE (INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY THIRD PARTY WEBSITES, THIRD PARTY CONTENT, THIRD PARTY RESOURCES AND ANY GOODS, SERVICES OR CONTENT YOU MAY PURCHASE ON OR IN CONNECTION WITH THE SERVICE).

IN NO EVENT AND UNDER NO CAUSE OF ACTION, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL PLAYSPAN AND ITS PARENT, SUBSIDIARIES, AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES OR AUTHORIZED AGENTS, VENDORS OR SERVICE PROVIDERS (COLLECTIVELY, THE "PLAYSPAN PARTIES") BE LIABLE FOR ANY DAMAGES, CLAIMS OR LOSSES INCURRED (INCLUDING, WITHOUT LIMITATION, DIRECT, COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, ARISING FROM OR IN CONNECTION WITH ANY OF THE FOLLOWING SUBJECT MATTER OR CIRCUMSTANCES, EVEN IF A PLAYSPAN PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS OR LOSSES: (A) YOUR USE OF OR INABILITY TO USE THE SERVICE; (B) ANY MATERIALS, WHETHER PROVIDED BY YOU OR ANY THIRD PARTY, OR YOUR USE OF OR RELIANCE UPON ANY MATERIALS; (C) ANY THIRD PARTY WEBSITE, CONTENT OR RESOURCE USED IN CONNECTION WITH THE SERVICE, INCLUDING ANY THIRD PARTY SOCIAL MEDIA SITE; (D) ANY GOODS, SERVICES OR INFORMATION PURCHASED, RECEIVED, AND/OR PAID FOR THROUGH THE SERVICE; (E) DISPUTES BETWEEN YOU AND ANY OTHER USER; (F) ANY INACCURACY, INCOMPLETENESS OR MISINFORMATION CONTAINED IN ANY INFORMATION PROVIDED THROUGH THE SERVICE; (G) UNAVAILABILITY OF ANY INFORMATION STORED IN YOUR ACCOUNT; (H) UNAUTHORIZED ACCESS TO, OR ALTERATION OR LOSS OF, YOUR TRANSMISSIONS OR DATA, OR OTHER INFORMATION THAT IS COLLECTED, STORED OR SENT IN CONNECTION WITH THE SERVICE; (I) ERRORS, SYSTEM DOWN TIME, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION OR SERVICE INTERRUPTIONS; OR (J) ANY OTHER USE BY YOU OF THE SERVICE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PLAYSPAN'S CUMULATIVE LIABILITY TO YOU ARISING FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $100.

9.3 Exceptions. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, PLAYSPAN'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

10. Your Representations and Warranties

You represent and warrant to us that: (a) you are eligible to register for and use the Service and have the right, power, and ability to enter into and perform your obligations under this Agreement; (b) the name identified by you when you registered is your name or business name under which you purchase goods and services; (c) any transaction submitted by you will represent a bona fide purchase by you; (d) you will resolve any dispute or complaint regarding a purchase directly with the applicable Merchant; (e) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations; and (f) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service.

11. Proprietary Rights

All rights and title in and to the Service are owned by PlaySpan and its licensors and protected under applicable copyright, trademark, patent and other proprietary (including, without limitation, intellectual property) rights and international treaties (collectively, "Intellectual Property Rights"). Unless and except as expressly stated in this Agreement, you may not reproduce, perform, create derivative works from, republish, upload, post, transmit or distribute in any way the Service, or any portion therein, without the prior written permission of PlaySpan. All rights not expressly granted to you through this Agreement are retained by PlaySpan and its licensors.

You acknowledge that your use of the Service may implicate Intellectual Property Rights of third parties, including those owned or licensed by Merchants. You represent, warrant and covenant that your use of the Service will not violate any third party Intellectual Property Rights, including, without limitation, those of Merchants.

Nothing in this Agreement grants to you any right to use any of PlaySpan's or any other third party's trademarks, service marks, logos, domain names, other indicia of origin, copyrights, or patents.

12. Communications

We may communicate with you regarding any matter relating to the Service via electronic communications to you, including via electronic mail to the email address you provided or the email address registered with the applicable Merchant Site. All electronic communications from us to you are deemed to be communications “in writing” and are deemed to be delivered to you on the earlier of the date actually received or five days from the date of posting or dissemination.

To access information electronically, you need a Windows- or Mac-compatible computer, Internet access with a JavaScript enabled browser with 128-bit encryption (such as Microsoft Internet Explorer v. 5.0 or later or another compatible browser) and an email account. To retain copies of electronic communications, you need a printer attached to your computer or the ability to save an electronic copy.

13. International Users

The Service is controlled, operated and administered by PlaySpan from its offices within the United States. PlaySpan makes no representation that the Service is appropriate or available for use at other locations outside of the United States and access to the Service from any location where the Service is illegal is prohibited.

14. Miscellaneous

14.1 Export Laws. You acknowledge that the laws and regulations of the United States and other countries may restrict the export and re-export of the Service. You agree that you will not export or re-export the Service in any form or to any recipient whether inside or outside the United States in violation of applicable United States and foreign law.

14.2 Force Majeure. PlaySpan will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unforeseen contingency beyond its reasonable control, including, without limitation, Internet outages, communications outages, fire, flood or war.

14.3 Headings. The section titles in this Agreement are provided solely for convenience and have no legal or contractual significance.

14.4 Waiver. Our failure to exercise or enforce any provision or right of this Agreement shall not be deemed a waiver of such provision or right, and our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by us under this Agreement shall be deemed effective unless delivered in a writing signed by one of our duly authorized officers.

14.5 Indemnification. You agree to indemnify, defend and hold harmless the PlaySpan Parties from any loss, liability, claim, or demand, including costs and reasonable attorneys' fees, made by any third party due to, in connection with or arising out of your use of the Service or arising from your breach of this Agreement, including any representation or warranty set forth herein, your violation of applicable laws, or your violation of any rights of another person or entity.

14.6 Severability. If any provision of this Agreement shall be deemed unlawful, void or for any reason unenforceable by a court of competent jurisdiction, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

14.7 Governing Law. Except as expressly set forth below, this Agreement and any disputes arising in connection with this Agreement shall be governed by the laws of the State of California, notwithstanding its conflict of laws provisions.

14.8 Disputes/Arbitration. PLEASE READ THIS PROVISION CAREFULLY. IT INCLUDES AN AGREEMENT TO MANDATORY ARBITRATION, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO YOUR USE OF THE PLAYSPAN SITES AND/OR SERVICE TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEED IN COURT. IF YOU WANT TO OPT-OUT OF THIS MANDATORY ARBITRATION AGREEMENT, THIS PROVISION DESCRIBES THE PROCEDURES YOU MUST FOLLOW TO DO SO. THIS PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION. THIS AGREEMENT ALSO INCLUDES A JURY WAIVER.

It is PlaySpan’s goal that the Service meets your expectations and lives up to our promises to you. However, there may be instances when you have a problem or dispute that needs special attention. In those instances, PlaySpan is committed to working with you to reach a reasonable resolution that satisfies you; however, we can only do this if we know about and understand your issue. Therefore, for any problem or dispute that you may have with PlaySpan arising out of the Service, you acknowledge and agree that you will first give PlaySpan an opportunity to resolve your problem or dispute. This includes your first sending a written description of your problem or dispute to us via email at support@playspan.com. You then agree to negotiate with PlaySpan in good faith about your problem or dispute. This should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within sixty (60) days after PlaySpan’s receipt of your written description of it, you agree to the further dispute resolution provisions herein.

You and PlaySpan agree that the sole and exclusive forum and remedy for any and all disputes and claims that cannot be resolved informally and that relate in any way to or arise out of your use of the Service and/or this Agreement shall be final and binding arbitration, except to the extent that you have in any manner infringed upon, or violated or threatened to infringe upon or violate, PlaySpan’s or any third party patent, copyright, trademark, trade secret, privacy or publicity rights, in which case you acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought by PlaySpan and/or the applicable third party(ies). You and we acknowledge that this Agreement affects interstate commerce and that the Federal Arbitration Act and federal arbitration law apply to arbitrations under the Agreement (despite any other choice of law provision).

You and PlaySpan agree that arbitration under this Agreement shall be conducted by the American Arbitration Association (the “AAA”) in San Francisco, California. For claims of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for claims over $75,000, the AAA’s Commercial Arbitration Rules will apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. Upon your filing of the arbitration demand, we will pay all filing, administration and arbitrator fees for claims that total less than $75,000. For claims that total more than $75,000, the payment of filing, administration and arbitrator fees will be governed by the AAA Commercial Arbitration Rules. You and we agree to pay our own other fees, costs, and expenses, including those for any attorneys, experts, and witnesses. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief and attorneys’ fees. In addition, for claims under $75,000 as to which you provided notice and negotiated in good faith with PlaySpan as required above before initiating arbitration, if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to a recovery of reasonable attorneys’ fees and costs. Except for claims determined to be frivolous, PlaySpan agrees not to seek an award of attorneys’ fees in arbitration even if an award is otherwise available under applicable law. As a limited exception to the agreement to arbitrate, you and we agree that you may take claims to small claims court, if your claims qualify for hearing by such court.
YOU HAVE A RIGHT TO OPT-OUT OF THIS ARBITRATION AGREEMENT. If you do not agree to this mandatory arbitration provision with regard to any particular purchase or transaction made on any of the PlaySpan Sites, then prior to consummating any such transaction, you may opt-out of this part of the Agreement by emailing your desire to opt-out of this Arbitration Agreement to support@playspan.com. To the fullest extent permitted by applicable law, NO ARBITRATION OR OTHER CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In the event that this CLASS ACTION WAIVER is deemed unenforceable, then any putative class action may only proceed in a court of competent jurisdiction and not in arbitration.

WE BOTH AGREE THAT, WHETHER ANY CLAIM IS IN ARBITRATION OR IN COURT, YOU AND PLAYSPAN BOTH WAIVE ANY RIGHT TO A JURY TRIAL INVOLVING ANY CLAIMS OR DISPUTES BETWEEN US.

In no event shall any claim, action or proceeding by you related in any way to the Service or this Agreement be instituted more than three (3) years after the cause of action arose.

14.8 Relationship of the Parties. Nothing in this Agreement will be construed as creating a joint venture, partnership, employment or agency relationship between you and PlaySpan, and you do not have any authority to create any obligation or make any representation on PlaySpan's behalf.

14.9 Assignment. You may not assign or transfer this Agreement, or any or all of your rights hereunder, by operation of law or otherwise, without PlaySpan's prior written consent, and any attempt to do so is void. PlaySpan reserves the right to freely assign this Agreement, and the rights and obligations hereunder, to any third party without notice or consent. Subject to the foregoing, this Agreement will be binding on, inure to the benefit of, and be enforceable against you and your respective successors and assigns.

14.10 Contact Us. If you have any questions about the Service, please contact us at support@ultimatepay.com for customer support.