PLAYFAIR DATA
PLAYFAIR+ USER LICENSE AGREEMENT

Last updated: March 26, 2025

This Playfair+ User License Agreement (this “Agreement“) is a binding agreement between Playfair Data, LLC (“Playfair“) and the person or entity (“Customer“) who has registered for access to the Playfair+ platform (the “Platform“, described in further detail below).

PLAYFAIR PROVIDES THE PLATFORM SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY REGISTERING FOR ACCESS TO THE PLATFORM AND ACCESSING THE PLATFORM CUSTOMER (A) ACCEPTS THIS AGREEMENT AND AGREE THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT CUSTOMER IS 18 YEARS OF AGE OR OLDER. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLAYFAIR WILL NOT AND DOES NOT LICENSE ACCESS TO THE PLATFORM TO CUSTOMER AND CUSTOMER MUST NOT ACCESS THE PLATFORM.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR CUSTOMER’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY ACCESS TO THE PLATFORM THAT CUSTOMER GAINS IN A MANNER THAT IS NOT LAWFUL OR LEGITIMATE.‌

Definitions.

1. 1. “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Playfair in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
   2. “Content” means the videos, guides, images, and documentation provided by Playfair to Customer as part of the Services.
   3. “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer through the Services.
   4. “License Level” means the combination of content and level of access to the Platform that Playfair provides Customer according to the Fee level paid by Customer, defined by the description of Services found on the pricing page of the website.
   5. “Playfair IP” means the Services, the Content, and any and all intellectual property provided to Customer in connection with the foregoing. For the avoidance of doubt, Playfair IP includes Aggregated Statistics and any information, data, or other content derived from Playfair’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data.
   6. “Services” means the services and Content offerings provided through the Platform and accessed through the website.
   7. “Third-Party Products” are products provided through the Platform that are provided by a third party, including Badges.
   8. “Website” means the website accessed by the URL https://playfairdata.com, including any associated subdomains.

Access and Use.

1. 1. Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, Playfair hereby grants Customer a non-exclusive, non-transferable, personal right to access and use the Services during the term, solely in accordance with the terms and conditions herein and according to Customer’s License Level. Such use is limited to Customer’s personal use.
   2. Content License. Subject to the terms and conditions contained in this Agreement, Playfair hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Content in Customer’s License Level during the term solely for Customer’s personal or internal business purposes in connection with its use of the Services.
   3. Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, to: (i) copy, modify, or create derivative works of the Services or Content, in whole or in part, other than for personal use; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Content or any derivative works thereof; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to improperly derive or gain access to any portion of the Platform for which Customer is not given access, in whole or in part; (iv) remove any proprietary notices from the Services or Content; or (v) use the Services or Content in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
   4. Reservation of Rights. Playfair reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Playfair IP.
   5. Suspension. Notwithstanding anything to the contrary in this Agreement, Playfair may temporarily suspend Customer’s access to any portion or all of the Services if: (i) Playfair reasonably determines that (A) there is a threat or attack on any of the Playfair IP; (B) Customer’s use of the Playfair IP disrupts or poses a security risk to the Playfair IP or to any other Customer or vendor of Playfair; (C) Customer, is using the Playfair IP for fraudulent or illegal activities; or (D) Playfair’s provision of the Services to Customer is prohibited by applicable law; (ii) any vendor of Playfair has suspended or terminated Playfair’s access to or use of any third-party services or products required to enable Customer to access the Services; or (ii) in accordance with Section 6(i) (any such suspension described in subclause (i) or (ii), a “Service Suspension“). Playfair will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer may incur as a result of a Service Suspension.
   6. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Playfair may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Playfair and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Playfair. Customer acknowledges that Playfair may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Playfair may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

Customer Responsibilities.

1. 1. General. Customer is responsible and liable for all uses of the Services and Content resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
   2. Third-Party Products. Playfair may from time to time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow-through provisions provided by that third-party provider. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not access or use such Third-Party Products. Playfair is not liable for any Customer Data that Customer provides to the third-party provider. Customer further agrees that Playfair will not be liable for any action or inaction of the third-party provider, including its collection, storage, processing, sharing, selling or other treatment of Customer Data that Customer provides to the third-party provider.
   3. User Credentials. If Customer chooses, or is provided with, a username, password, or any other piece of information as part of the Platform’s security procedures, Customer must treat such information as confidential, and must not disclose it to any other person or entity. Customer also acknowledges that its account is personal to Customer and agrees not to provide any other person with access to the Platform or portions of it using Customer’s username, password, or other security information. Customer agrees to notify Playfair immediately of any unauthorized access to or use of Customer’s username or password or any other breach of security. Customer also agrees to exit from Customer’s account at the end of each session. Customer should use particular caution when accessing Customer’s account from a public or shared computer so that others are not able to view or record Customer’s password or other personal information. Playfair has the right to disable any username, password, or other identifier, whether chosen by Customer or provided by Customer, at any time in Playfair’s discretion for any or no reason, including if, in Playfair’s opinion, Customer has violated any provision of this Agreement.

Digital Badges. Playfair has partnered with a third-party provider to offer digital badges as a way for Customer to share and validate achievements. These badges are secure and consist of an image and metadata that is uniquely linked to Customer’s achievements. To receive a badge, Customer must complete the relevant badge requirements as set by Playfair, which may include training course(s) provided and/or examinations. Upon successful completion of the badge requirements, Customer will receive an email from the third-party provider with instructions on claiming the badge. The third-party provider may communicate directly with Customer. After Customer completes the steps as indicated, Customer will be able to share the badge to social media sites and via other digital methods. Please note that Customer may need to provide personal information to the third-party provider to claim the badge. Playfair is not liable for any personal information Customer provides to the third-party provider and any personal information provided to the third-party provider shall be subject to their terms and conditions and privacy policies. Playfair recommends that Customer reviews such documents before providing any personal information to the third-party provider.

Service Levels and Support. This Agreement does not entitle Customer to any support for the Services.

Fees and Payment. Customer shall pay Playfair the fees (“Fees“) as set forth on the pricing page of the website, as Playfair may update them from time to time, without offset or deduction. If Customer fails to make any payment when due, without limiting Playfair’s other rights and remedies: (i) Playfair may immediately terminate Customer’s access to the Platform and license to the Service; and (ii) Customer shall reimburse Playfair for all costs incurred by Playfair in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees.

Intellectual Property Ownership; Feedback.

1. 1. Playfair IP. Customer acknowledges that, as between Customer and Playfair, Playfair owns all right, title, and interest, including all intellectual property rights, in and to the Playfair IP and, with respect to Third-Party Products, the applicable third-party companies own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
   2. Customer Data. Playfair acknowledges that, as between Playfair and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Playfair a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Playfair to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
   3. Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Playfair by mail, email, telephone, or otherwise, suggesting or recommending changes to the Playfair IP, including without limitation, new features, content, or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), Playfair is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Playfair on Customer’s behalf, and on behalf of its employees, contractors, and/or agents, all right, title, and interest in, and Playfair is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Playfair is not required to use any Feedback.

Warranty Disclaimer.

1. 1. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND PLAYFAIR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PLAYFAIR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, AND PLAYFAIR DOES NOT MAKE ANY REPRESENTATIONS OR GUARANTEES REGARDING UPTIME OR AVAILABILITY OF THE SERVICES. PLAYFAIR MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY CONTENT, PRODUCTS, OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY PLATFORM, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
   2. Not every jurisdiction allows the warranty disclaimers contained in Section 8(a), therefore, to the extent that such disclaimers exceed what is permissible under applicable law, the disclaimers are restricted only to what is permissible under applicable law.

Website Availability and Uptime Disclaimer. NO GUARANTEE OF CONTINUOUS OR UNINTERRUPTED ACCESS. WHILE PLAYFAIR STRIVES TO PROVIDE A RELIABLE AND ACCESSIBLE WEBSITE, PLAYFAIR DOES NOT GUARANTEE THAT THE WEBSITE OR PLATFORM WILL BE AVAILABLE AT ALL TIMES OR FUNCTION WITHOUT INTERRUPTION OR ERROR. THE WEBSITE OR PLATFORM MAY BE UNAVAILABLE FROM TIME TO TIME FOR VARIOUS REASONS, INCLUDING BUT NOT LIMITED TO: (I) SCHEDULED MAINTENANCE, (II) EMERGENCY MAINTENANCE, (III) SYSTEM FAILURES, OR (IV) CIRCUMSTANCES BEYOND PLAYFAIR’S CONTROL (E.G., FORCE MAJEURE EVENTS).

Customer Indemnification. Customer shall indemnify, hold harmless, and, at Playfair’s option, defend Playfair from and against any Losses resulting from any actual or threatened third-party claim (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights, or (ii) based on Customer’s ’s (1) negligence or willful misconduct; (2) use of the Services in a manner not authorized by this Agreement; (3) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Playfair or authorized by Playfair in writing; or (4) modifications to the Services not made by Playfair, provided that Customer may not settle any Third-Party Claim against Playfair unless Playfair consents to such settlement, and further provided that Playfair will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

Limitations of Liability.

1. 1. IN NO EVENT WILL PLAYFAIR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PLAYFAIR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PLAYFAIR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO PLAYFAIR UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
   2. PLAYFAIR SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES RESULTING FROM: (I) THE UNAVAILABILITY OR INACCESSIBILITY OF THE WEBSITE OR PLATFORM; (II) ANY INTERRUPTION IN THE FUNCTIONALITY OF THE WEBSITE OR PLATFORM; (III) DELAYS IN OPERATION OR TRANSMISSION; (IV) NETWORK OR SYSTEM OUTAGES; (V) ANY BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS THAT MAY INFECT CUSTOMER’S EQUIPMENT DUE TO USE OF THE WEBSITE OR PLATFORM.

Term and Termination.

1. 1. Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect until one year from such date (the “Initial Term“). This Agreement will automatically renew for successive one-year terms unless earlier terminated pursuant to this Agreement’s express provisions (each a “Renewal Term” and together with the Initial Term, the “Term“).
      • Legacy Members. If Customer signed up under a legacy subscription for lifetime or monthly access (“Legacy Plan“), such access shall continue as long as Customer maintains the account. If the account is closed or otherwise terminated for any reason, it will not be able to be reopened under a Legacy Plan. Customers with a Legacy Plan have access to those features that were provided at the time they signed up and may not have access to subsequent features released after the creation of their account under the Legacy Plan. Access to the new features will require Customer to change the Legacy Plan to a License Level currently advertised on the website.
   2. Termination. In addition to any other express termination right set forth in this Agreement:
      • Playfair may terminate this Agreement, effective on written notice to Customer, with or without cause. If Playfair terminates this Agreement without cause prior to the end of the then-current Term, Playfair shall refund any unused pro-rata portion of any Fees paid in advance.
      • Customer may terminate this Agreement at any time. In no event shall Playfair refund any portion of paid fees if Customer terminates prior to the end of the then-current term.
   3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Services and Customer shall delete, destroy, or return all copies of the Playfair IP and, upon request from Playfair, certify in writing to the Playfair that the Playfair IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund for Fees paid on or prior to the date of Termination.
   4. Survival. This Section 12(d) and Section 1, 2(e), 2(f), 3(a), 4, 7, 10, 11, 12(c), and 13 and the Website Terms of Service and Privacy Policy survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

Miscellaneous.

1. 1. Entire Agreement. This Agreement, together with the Website Terms of Service (https://playfairdata.com/terms-of-use/) and the Privacy Policy (https://playfairdata.com/privacy-policy/) and any other documents incorporated herein or therein by reference, constitutes the sole and entire Agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement and the Website Terms of Use and Privacy Policy, the following order of precedence governs: (i) first, this Agreement; (ii) second, the Website Terms of Use; and (iii) third, the Privacy Policy.
   2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) must be in writing and, if addressed to Playfair, sent via certified mail return receipt requested to the address provided for legal correspondence in the Website Terms of Use and, if addressed to Customer, sent to the email address used to register for the Services.
   3. Amendment and Modification; Waiver. Playfair reserves the right to amend this Agreement in its sole discretion, without notice. Playfair shall post the date of the latest amendment at the top of this Agreement to assist Customer, but failure to do so shall not invalidate the amendments. Customer has the obligation to review the Agreement regularly to become aware of any amendments. No waiver by Playfair of any of the provisions hereof will be effective. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
   4. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the provision shall be interpreted as close as legally possible to the original intent so that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
   5. Governing Law; Submission to Jurisdiction. This Agreement hereby incorporates the Governing Law and Jurisdiction section of the Website Terms of Use and makes it a part hereof as if fully set forth herein.
   6. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise. Any purported assignment or delegation in violation of this Section will be null and void. Playfair may assign this Agreement at will in its sole discretion.
   7. Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.
   8. Equitable Relief. Customer acknowledges and agrees that a breach or threatened breach by Customer of any of its obligations under Section 7 would cause Playfair irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Playfair will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such Playfair remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.