Buyer Terms and Conditions

These Buyer Terms and Conditions (the Buyer Terms) and each Buyer Service Order accepted under them together form the agreement (this Agreement) between Playto, Inc., a Delaware corporation (Delaware File No. 10697150) with its registered office at 8 The Green STE R, Dover, Delaware 19901, United States (Playto), and the business identified in the accepted Buyer Service Order or acceptance record (Buyer). Each is a Party. This Agreement takes effect when both Parties sign or electronically accept it, including by accepting a Buyer Service Order that expressly incorporates these Buyer Terms.

This Agreement covers professional services purchased by a United States business from Playto for its own trade, business or professional purposes. It does not cover personal, family or household purchases. A business designation does not waive a protection that applicable law makes mandatory. A person accepting for a business represents that they have authority to bind that business; signing for a legal entity does not by itself create a personal guarantee.

The accepted Order identifies the actual Service and the approved fulfillment arrangement. Software development, IT consulting, design, marketing and other approved professional work may result in files or software deliverables; that does not make the purchase a sale of a standalone digital product. This Agreement does not cover regulated professional services, staffing, payroll, money transfers, physical goods or prohibited activity. A government buyer, or a procurement subject to mandatory public-sector terms, requires a separately approved arrangement before acceptance.

Service means the professional services and deliverables Playto agrees to sell to Buyer under an Order. Buyer Service Order or Order means the transaction-specific agreement between Buyer and Playto identifying the Service, deliverables, dates, funded Stages, price, taxes, payment schedule, acceptance criteria, the Service Partner performing the work and any additional terms. An accepted change order forms part of the Order. A Stage is an identifiable milestone, service period or other separately priced portion of an Order. A Service Partner is an independent business engaged by Playto to supply and perform the Service for Playto. Buyer Charge is the total charge authorized for the identified purchase, including disclosed transaction taxes. Payment Date is the date on which Playto records Buyer's successful payment for an Order or Stage. Valid Delivery has the meaning in Section 8.1 and Review Period has the meaning in Section 8.2. Calendar-day periods use the recorded event time and the time zone identified in the Order, subject to mandatory law.

The agreement documents are these Buyer Terms, each accepted Order and change order, and any separate instrument or policy specifically identified by title and date and provided in a retainable form before acceptance. The cancellation, refund and review rules are set out in Sections 8 and 9. Playto's Refund & Cancellation Policy, Service Delivery Policy and Recurring Payment Terms explain those rules in more detail; if any of them conflicts with these Buyer Terms, these Buyer Terms control. Playto's Privacy Policy explains how Playto handles personal information. No unpublished policy, supplier contract or future website text is incorporated merely by being mentioned.

An amendment signed or validly accepted by both Parties that identifies the provision varied controls that provision. The Order controls its expressly agreed scope, deliverables, pricing, dates and other transaction-specific terms. These Buyer Terms control general legal obligations. A separately accepted data-processing or security instrument controls its subject. Other specifically incorporated policies follow. Mandatory law and binding payment-network requirements control where the Parties cannot lawfully agree otherwise.

Invoice boilerplate, a purchase-order form, a message from a Service Partner or a change to Playto's website does not vary the accepted Agreement. Administrative purchase-order details may be recorded without incorporating conflicting purchase-order terms. A less favorable cancellation or review term requires the process in Section 9.8. Playto's own costs, including what it pays its suppliers, are not Buyer obligations and are not part of this Agreement.

For every Order accepted under this Agreement, Buyer purchases the Service from Playto, and Playto sells it to Buyer as principal seller and Merchant of Record. Playto separately purchases the corresponding services from one or more approved Service Partners under its own supplier agreements. Playto does not collect payment on behalf of any Service Partner, and there is no sale between a Service Partner and Buyer. Playto decides which Orders it accepts and controls the Buyer contract, invoice, receipt, billing, refunds and payment-dispute response.

Playto is responsible to Buyer for providing the Service it has agreed to sell, including performance arranged through its Service Partners, subject to this Agreement. Buyer directs all service, billing and refund claims to Playto. Playto may arrange correction or replacement performance or provide the appropriate refund or other remedy. Playto's obligation to provide a remedy owed to Buyer does not depend on Playto recovering money from a Service Partner.

The Order identifies the Service Partner engaged by Playto and the material countries of performance and of access to Buyer systems or data. Direct collaboration or delivery through a Buyer system, repository, shared work tool or meeting is permitted where agreed. It does not change Playto's position as seller or make the Service Partner a separate creditor of Buyer for the same work. Playto may substitute or add Service Partners to perform the Service, but will obtain Buyer's consent before replacing a Service Partner or key person that the Order identifies as critical, or making a material change in approved access or location.

Payment, contract formation and delivery confirmation are separate events. An arrangement or dispute between Playto and a Service Partner does not entitle Playto or a Service Partner to demand duplicate payment from Buyer, withhold a refund properly owed, revoke rights already due to Buyer or disable paid-for work.

Before requesting payment, Playto will present the Buyer business details, an Order containing the material commercial terms and a conspicuous link to or copy of these Buyer Terms and any other applicable identified documents. Buyer must have an opportunity to review and retain them. An authorized Buyer representative must take an affirmative acceptance action, and Playto must confirm its acceptance of the same Order through an authorized written or electronic record. The accepted Order then binds the Parties. Where the Order requires payment in advance, payment is a condition for starting the work; it is not evidence that work has been performed.

Playto will not accept an Order unless it has secured the corresponding supplier commitment and the rights and capacity needed to fulfill its promise to Buyer. A Service Partner may prepare proposed information but cannot accept an Order for Buyer, apply Buyer's signature, intercept authentication or create a Buyer confirmation. A quotation, draft request, unaccepted invoice, pending payment authorization or receipt of a payment link is not by itself acceptance of an Order.

The Parties agree to transact electronically. Playto will keep a record of the exact text of these Buyer Terms, the Order and any other incorporated documents as accepted; the acceptance actions, identity and stated authority of the accepting representatives; relevant authentication evidence; and timestamps. Playto will provide the accepted documents and its confirmation in a form Buyer can download, store and reproduce. A correction to a record preserves the original and shows the correction. An electronic record may be corrected if it is shown to be inaccurate, and an account label alone is not conclusive proof of authority.

Buyer may contact support@playto.so for a copy of an accepted record or to arrange an alternative acceptance method. Buyer is not required to place further Orders. Where mandatory law requires a particular disclosure, execution form or delivery method, that requirement applies.

Each Order will state the specific Service, deliverables and material exclusions; the start conditions and expected delivery dates or defined service periods; priced Stages; objective review criteria; agreed revisions; Buyer dependencies; the total or ascertainable price and tax treatment; any deposit and what it funds; the payment schedule; intellectual-property treatment; and material security, location or licensing requirements. General labels alone do not create an unlimited work commitment. For time- or capacity-based work, the Order will define the time, availability or work promised and how performance and any unused portion are measured.

Changes to price, scope, deliverables, dates, intellectual-property terms, material access requirements or billing authority require an accepted change order before they apply. Instructions exchanged directly with the Service Partner do not bind Playto until Playto accepts them through that process. Neither Party may edit an accepted document without the other's agreement. A new amount or payment schedule requires the applicable payment authorization.

An invoice implements the accepted Order; it does not introduce new scope, a subscription, a penalty or a restrictive legal term. If invoice details differ materially from the accepted record, the discrepancy must be corrected or agreed before the affected amount is charged. Except for a variable tax or price calculation already accepted, a website update does not by itself justify a new charge.

Playto will arrange performance with reasonable skill, care and diligence by suitably qualified personnel, in accordance with the accepted scope, dates and criteria. The use of independent Service Partners does not reduce Playto's responsibility as seller. The Parties are independent businesses; this Agreement is not an employment or payroll arrangement.

Buyer will provide the materials, access, decisions and cooperation identified in the Order on the agreed schedule and is responsible for the accuracy and lawful use of the materials it supplies. Playto will promptly identify a missing dependency, explain its effect and take reasonable steps to mitigate delay. Any justified change to time or scope will be recorded. A delay caused by Buyer does not by itself mean the work is complete or permit an undisclosed charge.

Unless the Order expressly promises a particular outcome, Playto does not guarantee advertising results, revenue, search ranking, funding or other commercial outcomes outside the agreed work. This does not excuse failure to supply the promised deliverables or correct material non-conformity. Buyer must not be required to accept a different service simply to close an Order.

Buyer will use an authentic business identity, keep its contact details current and use payment methods it is entitled to use. Where Buyer's contract representative is not the cardholder or account holder, that person must separately authorize the payment. Buyer must not submit fictitious purchases, seek cash through fictitious service invoices, impersonate another person, test stolen credentials, conceal a prohibited end use or knowingly provide false evidence.

Buyer will protect account and project credentials, grant only appropriate access and promptly report suspected compromise or an unauthorized transaction. Playto may request proportionate identity, authority, sanctions or transaction verification. Additional sensitive checks requiring a separate notice or consent will not be inferred from ordinary checkout acceptance. A verification result is not a guarantee against fraud or reversal.

Buyer must disclose applicable restrictions before transmitting controlled technology, restricted datasets, regulated records or special-category information. Such data must not be supplied through an ordinary project upload until the necessary access, data-protection and security arrangements are accepted. Buyer and Playto must comply with sanctions and export rules applicable to their actual activities and personnel access.

Valid Delivery. Valid Delivery occurs only when the work, access, time or capacity promised for the identified funded Stage has actually been supplied in the manner required by the accepted Order, Buyer can reasonably access or assess it, and a delivery notice is sent to the authorized Buyer contact. An empty, inaccessible, materially incomplete or falsely described submission, invoice, payment, internal status label or project start is not Valid Delivery. A timely, substantiated challenge to accessibility or completeness must be resolved before relying on the challenged delivery date.

Review Period. Buyer has seven calendar days after Valid Delivery of the affected Stage (the Review Period) to review the Service and report missing work, a failure to meet the Order or another problem with the delivered work, unless the Order gives a longer period. Early confirmation by Buyer does not shorten the Review Period. A report made within the Review Period remains timely while relevant evidence is supplied or a correction is considered, and Buyer will have a reasonable opportunity to check any correction.

Response. Playto will ask an authorized Buyer representative to respond for each funded Stage or completed service period. Buyer may confirm the identified work, approve an identified portion or report a problem. The response must reflect what Buyer actually received and must not be given by a Service Partner on Buyer's behalf. Playto may accept an authenticated written response given outside Playto's online account.

No deemed approval. Silence is not approval, a signature or a waiver. This transaction is a purchase from Playto, not an escrow arrangement, and Buyer does not direct any payment to a Service Partner.

Evidence and surviving claims. The Parties will preserve relevant, authentic scope, delivery, access, communication and review records, subject to appropriate confidentiality and retention requirements. Approval, use, payment or the end of the Review Period does not waive a concealed or latent defect, fraud, intellectual-property defect, security issue, independent payment-method right or other non-waivable right. A screenshot or automated status alone is not conclusive proof of performance.

Seven-day refund on a First Order. An Order is a "First Order" only if neither Buyer nor any affiliate of Buyer has previously paid for an Order on Playto for a Service from the Service Partner named in it. Buyer may cancel a First Order, or a separately funded Stage of it, within seven calendar days after its Payment Date and receive a full refund of the amount paid for it, including refundable transaction tax, without giving a reason or providing evidence. This right ends early if Valid Delivery of that Order or Stage occurs within those seven days; the Review Period in Section 8.2 then applies. For a recurring Service, this right applies to the first billing period of a First Order only; for later periods, Buyer may cancel future periods under Section 13, and refunds for a current period follow Sections 9.2 and 9.3. Refunds before delivery of any Order that is not a First Order follow Section 9.2 from its Payment Date. The Order records whether it is a First Order. Playto may verify that a request comes from an authorized Buyer representative but will not otherwise obstruct it.

Refund requests until delivery. For a First Order after the period in Section 9.1, and for any other Order from its Payment Date, until Valid Delivery of the affected Order or Stage, Buyer may request a refund by submitting a Refund Request with Proof and Declaration: a written request from an authorized Buyer representative that identifies the Order and Stage, explains the reason for the request, attaches the evidence Buyer relies on and includes a signed declaration that the information provided is true and complete. Playto will review the request promptly and in good faith, considering the reason, the evidence and the work actually performed, and will not unreasonably refuse a properly supported request. If substantive work on the affected Order or Stage has not started, Playto will refund the amount paid for it in full. Otherwise, if Playto approves the request, it refunds at least the unperformed or undelivered portion. A deduction is permitted only for objectively evidenced, conforming work or capacity already provided at a price or allocation accepted before purchase, or for a separately identified, non-recoverable third-party commitment specifically approved by Buyer. Internal preparation, unsupported progress claims, undisclosed penalties and Playto's own costs do not reduce a refund. A completed, separately accepted milestone is not refunded solely because a later Stage is cancelled.

Problems after delivery. During the Review Period, Buyer may report missing work, a failure to meet the Order or another problem with the delivered work and request a remedy. Playto will assess the report, the scope and the evidence in good faith and, depending on the problem, will arrange prompt correction or re-performance, an agreed replacement, a price adjustment, or a full or partial refund. Buyer need not accept indefinite correction attempts, a materially different service or a remedy that cannot meet a mandatory deadline. This Section does not guarantee an outcome not promised in the Order and does not entitle Buyer to keep conforming completed work without paying for it.

How to make a request. Send the Order reference and the request through the supported cancellation or support route or to support@playto.so. A request is recorded when received, not when a support agent later reviews it. A request made within an applicable period remains timely while reasonably requested evidence is collected, and Playto will ask for missing details rather than reject a valid request. Buyer should contact Playto directly. Playto requires its Service Partners to forward any request they receive to Playto promptly, and Playto will take into account authentic evidence that Buyer notified the Service Partner earlier. Avoidable new work and commitments on cancelled scope will stop, and work continued after an effective cancellation without Buyer's authorization does not reduce a refund.

Other rights. Non-delivery, duplicate or unauthorized charges, fraud, latent defects and non-waivable legal or payment-method rights may be raised outside the periods in Sections 8 and 9. Non-delivery may be raised when the agreed due date is missed, or earlier when an inability to deliver is known. Nothing in this Agreement shortens a statutory limitation period, a card-network or payment-method dispute period or an independent warranty. For capacity and time-based Services, cancellations and refunds are measured against the performance actually provided and the unused portion.

Playto decides refunds. Playto, as seller, decides refund and remedy requests and will tell Buyer the outcome and, where it lawfully can, the calculation or reason. Except under Section 9.1, a request alone does not establish entitlement. The consent of a Service Partner, or repayment by a Service Partner, is never a condition of a remedy Playto owes Buyer. No remedy is conditional on removal of truthful criticism, a false confirmation of delivery or the surrender of a non-waivable right.

Payment of refunds. Playto pays refunds itself. It will initiate an approved refund without undue delay and within any shorter period required by law or by the payment method. A refund ordinarily goes to the original payment method; where that is not possible, Playto will use a lawful, verified alternative permitted by its payment provider. Playto will provide the refund reference available to it. The time a bank or card issuer takes to credit a refund may differ from the initiation date, and Playto will not describe a refund as completed while it is pending or has failed. Refunds, credit notes, tax adjustments and any parallel payment dispute are reconciled so the same amount is not recovered twice. Playto's own costs, including amounts it pays its suppliers, never reduce a refund owed to Buyer.

Application and special terms. These rules apply to Orders placed under these Buyer Terms. Longer or more favorable rights accepted by Playto, and mandatory law, remain protected. A less favorable cancellation or review term is not created by a blank field, a label such as "deposit" or invoice boilerplate; it requires a separately identified, conspicuous variation that Buyer and Playto expressly accept before purchase and that is lawful and permitted by Playto's payment arrangements. Earlier Orders keep the rights actually agreed unless validly amended.

Playto issues the Buyer invoice in its own name. The invoice identifies Buyer, the linked Order and Stage, the Service and performance period, invoice and due dates, currency, itemized price, discounts, applicable transaction tax and the total due. The payment step shows the amount being authorized and whether it is an advance, milestone, balance or recurring payment. A Service Partner may be identified as the provider performing the work for Playto, never as a seller or payee.

The accepted Order fixes the price or a defined calculation. It must distinguish any transaction-tax calculation and state the basis of authorized variable charges before acceptance. An incomplete tax field is not an exemption. Playto is responsible for determining, invoicing, collecting and remitting the Buyer-side taxes that law assigns to it. Buyer must provide accurate billing, service-location and exemption information. A valid exemption requires the appropriate evidence; domestic B2B status alone does not create one.

No supplier-side cost, refund cost or chargeback cost becomes a Buyer fee. This Agreement does not create any undisclosed surcharge, late fee, cancellation penalty or collection fee. Any additional Buyer charge must have a clearly disclosed and accepted amount or calculation and comply with the applicable payment rules.

Only expenses specifically approved before commitment, within any accepted limit and supported by records, may be billed separately. Correction of an invoice or tax record must preserve the original, identify the correction and use any required credit/debit note. A change does not authorize an extra debit without the required payment authorization.

Buyer will pay Playto through Playto's authenticated payment page or verified payment instructions linked to the accepted invoice. Payment methods are offered only when enabled for that purchase. Buyer authorizes the particular amount and method shown at the payment step. Acceptance of this Agreement alone does not authorize an unspecified debit, a subscription or charges to other credentials. An invoice is a request for payment, not a receipt, delivery certificate or signed acceptance record.

Payment status is established from verified payment-provider and Playto records, subject to correction. A pending authorization or unconfirmed bank transfer is not a completed payment. Playto issues a receipt following confirmation of the applicable successful payment state. The receipt records the seller, payer, amount, currency, date, method, relevant invoice/Order and payment reference, with an appropriate masked credential reference where available. It does not certify completed delivery.

To the extent Playto has successfully received payment for an Order and that payment has not been validly reversed, Buyer's payment obligation for it is satisfied. A processor hold, or any arrangement between Playto and its suppliers, never requires Buyer to pay that amount again. A failed or validly reversed payment, and any remaining contractual claim, is reconciled on its merits, without duplicate collection and preserving Buyer's defenses and remedies.

Statement descriptor. Buyer's card statement will show a descriptor that identifies Playto, in the format approved by Playto's payment provider: PLAYTO* followed by a short reference to the Service (for example, PLAYTO* WEB DESIGN), or PLAYTO INC where a suffix is not supported. The descriptor never names a Service Partner. Playto shows the descriptor on the receipt and, where its checkout supports it, at the payment step and on the confirmation page. The card issuer may display it differently. Buyer should contact Playto about any charge it does not recognize.

Do not send full card numbers, security codes, passwords or bank-login credentials through email, chat or these documents. Use the approved provider-hosted interface. A bank-debit payment requires the specific mandate, notices and authority applicable to that method. Neither this Agreement nor a typed bank-account field is a substitute for that mandate. Buyer pays only Playto; do not act on payment instructions received from a Service Partner without verifying them with Playto.

A deposit or advance must identify the Stage it funds, the expected performance date or period, and the conditions for starting the work. Receipt of an advance is not proof that the Service is earned, delivered or approved. The Order must state when remaining amounts become due. Each funded Stage is reviewed and reconciled against its actual scope; a later unrelated Stage does not automatically eliminate rights in an earlier Stage.

Playto may begin an agreed Stage once its stated payment and dependency conditions are met. Playto's arrangements with its suppliers do not shorten Buyer's cancellation or review rights. Buyer's payment is made to Playto for Playto's sale; it gives no Service Partner any interest in that payment, and Playto does not open a wallet, stored-value or escrow account for Buyer. Playto remains responsible for its obligations to Buyer regardless of its separate supplier arrangements.

No automatic renewal or recurring debit is enabled merely by this Agreement. A recurring arrangement must identify the Service and period, amount or ascertainable calculation and cap where relevant, currency, billing frequency and dates, any trial/conversion, minimum commitment, renewal period, price-change mechanism and cancellation method before enrollment. Buyer must separately and affirmatively accept the Recurring Payment Authorization in Schedule B. A one-time payment is not recurring consent.

Playto will provide the accepted authorization and the required notices, invoices and receipts. Buyer can cancel future renewal or revoke the Recurring Payment Authorization through the electronic route identified in the order/confirmation or by contacting support@playto.so. A cancellation is recorded when received and takes effect in accordance with the applicable authorization, law and payment rules. No required cancellation is postponed merely by internal processing, and no unrelated fee or purchase is required to submit it.

Termination of recurring debit authority and termination of a separately lawful minimum service commitment are different matters. Any surviving amount must be established under the accepted Order and law, not collected using revoked authority. No further recurring debit occurs after cancellation of that authorization unless separately authorized. Refunds for unused periods or service defects follow Section 9 and any more favorable accepted terms.

A material recurring price, scope, interval or payment-timing change requires the applicable advance notice and fresh consent where required. An update to public pricing is not by itself authority to increase an existing recurring charge. If required consent or notices cannot be obtained in time, Playto must not use an unsupported renewal or debit. Retries, account updates and replacement credentials remain subject to the applicable mandate and cannot revive a cancelled authorization.

Buyer is encouraged to contact Playto promptly about an unrecognized, inaccurate or disputed transaction. This is a support route, not a mandatory exhaustion requirement that prevents contacting an issuer, bank, regulator or court or meeting a deadline. Playto may obtain and submit relevant authentic contract, payment and delivery evidence through the applicable process. An accepted Order or delivery response does not predetermine the bank's decision.

Buyer must not knowingly submit fabricated evidence or an intentionally false claim. Good-faith use of an available refund, complaint or payment-dispute process is not itself a breach, an automatic debt for a chargeback fee or grounds for retaliation. A request, provisional bank credit or network outcome must be reconciled against the actual underlying obligation and any other credits.

If an amount has already been refunded or credited, the Parties must disclose that fact where relevant to avoid duplicate recovery. Playto may investigate suspected abuse and protect affected activity without suppressing lawful complaints or delaying an owed remedy. Any claim for a genuine remaining debt uses a lawful process rather than an unauthorized replacement charge.

The Order must identify the IP treatment of bespoke deliverables, the transfer or license conditions and any retained, background, open-source, stock, font, model, dataset or other third-party material. Buyer retains its own materials and grants Playto and authorized fulfillment personnel only the rights reasonably necessary to perform, deliver and support the accepted Service. No general marketing or unrelated reuse right in Buyer materials is implied.

For deliverables expressly designated for assignment, Playto hereby assigns to Buyer the assignable rights it owns or obtains in those identified deliverables at the transfer point specified in the accepted Order. Unless the Order expressly states another aligned transfer point, that point is the later of actual delivery of the identified deliverable and successful payment of the Buyer Charges attributable to it. Playto must secure the corresponding supplier and personnel rights and execute or obtain any further instrument necessary to complete the promised transfer. It must not promise title it cannot obtain. Playto's arrangements with its suppliers do not postpone rights already due to a Buyer that has paid.

For deliverables designated for license, Playto grants the specifically identified license at its agreed effective point, within the rights Playto has secured. Ownership is not inferred from possession of a file. A work-made-for-hire designation applies only when the legal requirements are met; a written assignment provides the applicable alternative for designated bespoke rights. A blank IP election does not authorize a misleading claim of exclusive ownership and must be resolved before the Order is accepted.

Any supplier background materials necessary to use a deliverable must carry a license sufficient for the use promised to Buyer. Material third-party restrictions, attribution, copyleft, seat, recurring-fee and other limitations must be disclosed and accepted before sale. Playto's software and systems, and unrelated supplier tools, remain with their respective owners. No restrictive license may be added after payment to defeat an already promised use.

Any material AI use requiring disclosure under the Order or law must be disclosed. Playto remains responsible for the rights and quality it promises, and must not claim an element has copyright or exclusivity beyond what law and the applicable rights support. Confidential Buyer material or personal information must not be used to train a public or general-purpose AI model without a separately lawful and specifically authorized arrangement.

For a refund relating to an assigned or licensed deliverable, the Parties must expressly document any appropriate return, cessation of use, retained paid portion or further transfer required by the resolution. A refund or payment dispute does not silently rewrite a previously completed IP transfer or permit destruction of Buyer data. Buyer must not knowingly continue an uncompensated use where a valid resolution requires cessation, subject to legal/evidence retention and the rights actually retained.

Each Party will protect non-public information it receives for the engagement with reasonable care, restrict access to authorized persons with a need to know and use it only for performance, transaction administration, protection of legal rights or another specifically authorized lawful purpose. The receiving Party must impose appropriate confidentiality obligations on personnel and providers it controls. Ordinary exceptions apply to information demonstrably already lawfully known, independently developed, lawfully public without breach or obtained from an authorized unrestricted source.

Playto remains responsible for the confidentiality and security commitments it assumes for the Service, including appropriate requirements on its Service Partners. The Order identifies any material access locations, data types and special safeguards. Required processing terms, notices, source permissions and international-access safeguards must be in place before the affected processing begins. Playto's Privacy Policy explains Playto's processing; it is not blanket consent for any new purpose. Each Party's data-protection role depends on the actual processing activity.

Each Party will use safeguards appropriate to the information and systems it controls and notify the other without undue delay after becoming aware of a security incident materially affecting the engagement or shared data, with the information then available and later updates. Where reasonably practicable, the initial notice should be within 24 hours, and any shorter legal or specifically agreed deadline applies. Notification must not wait for completion of every forensic question. The Parties will cooperate with containment, evidence preservation and required notices, without one purporting to speak for the other without authority.

Accepting this Agreement does not authorize the sale, public display or disclosure to third parties of Buyer's confidential work, customer lists, identifiable transaction details or personal information. Any optional use that requires a separate permission must have it. Properly aggregated or de-identified risk metrics may be used for Playto's supplier-risk analysis only within applicable confidentiality, privacy and anti-re-identification restrictions. Raw Buyer documents are never disclosed.

The Parties will retain necessary contractual, accounting, tax and transaction evidence for applicable lawful periods, preserve identified dispute records and securely return or delete information when no continuing lawful purpose requires it. Required disclosures to authorities, professional advisers or payment providers must be limited appropriately; legal process and protected reporting rights remain unaffected.

Confidentiality obligations continue for five years after the relationship ends; trade secrets remain protected while legally qualifying as such, and personal information remains subject to applicable law. Nothing restricts lawful reporting to an authority or attorney, protected whistleblowing or another disclosure protected by law.

Playto may show Buyer verification information about the Service Partner it has engaged for an Order, including Playto's Trust Score and transaction-backed reviews. This information is Playto's own assessment of its supplier; it is not insurance, a government certification, an independent credit rating or a guarantee that no service issue can occur. The display identifies its scope and freshness, and missing history is not presented as established performance. These limitations do not diminish Playto's express Service commitments or excuse a misleading factual statement.

Feedback on a Service purchased from Playto must reflect Buyer's genuine experience. Proof of payment is not proof of satisfactory delivery. Playto may moderate fraud, abuse, private information and manipulation under consistent standards, but a valid refund cannot be conditioned on a favorable review or deletion of lawful criticism. Public identification of a reviewer, Buyer business, logo or confidential project requires the appropriate permission. An ordinary purchase is not an endorsement or a public case-study license.

Playto warrants that it has authority to enter the Agreement, will provide the accepted Service with the skill and care stated in Section 6, and will secure the rights necessary for the use expressly promised under Section 15. Buyer warrants that it has authority to enter the Order and lawfully provide the materials and instructions it supplies. Neither Party may knowingly include malicious code, unauthorized access, stolen work or materially false information in the engagement.

Except for the express commitments in this Agreement, the Order and non-waivable law, no additional warranty of uninterrupted platform availability or a particular commercial result is given. A platform-availability disclaimer is not a disclaimer of the Service Playto sold. Remedies for failure remain available under Sections 8, 9, 15 and 19 and applicable law.

Playto will defend and indemnify Buyer against a third-party claim to the extent caused by infringement of U.S. intellectual-property rights by a deliverable used as expressly authorized, or by Playto's material breach of its confidentiality obligations in the engagement, including attributable acts of fulfillment personnel for whom Playto is responsible. This does not cover the portion caused by Buyer-provided infringing materials, unauthorized modifications or combinations that create the claim, or use outside the agreed rights.

Buyer will defend and indemnify Playto against a third-party claim to the extent caused by Buyer-provided materials or instructions that infringe another's rights, Buyer's unlawful use of the Service, or Buyer's material breach of confidentiality. Neither indemnity shifts the other Party's own breach, negligence or misconduct to the indemnifying Party.

The protected Party must provide reasonably prompt notice, reasonable cooperation and an opportunity for the indemnifying Party to defend through qualified counsel reasonably acceptable to it. Delayed notice reduces responsibility only to the extent it materially harms the defense. Separate counsel costs are borne by the participating Party except where a material conflict or failure to defend makes them reasonably necessary and recoverable. No settlement may admit the other Party's fault, impose non-monetary obligations or fail to release it from the covered claim without its consent, not unreasonably withheld.

An infringement issue may be addressed by obtaining the promised rights, providing an agreed non-infringing replacement, or refunding the affected Service where an adequate remedy is unavailable, without erasing an otherwise applicable indemnity. Ordinary service refunds, price adjustments and payment disputes use their specific provisions, not a claim-consent procedure that delays Buyer relief. No loss may be recovered twice.

To the extent permitted by law, neither Party is liable for indirect, special or consequential loss, punitive damages, or speculative profit or opportunity that is not a direct, reasonably foreseeable result of the breach. A direct payment, refund, credit, delivery remedy or indemnified third-party amount is not excluded merely by calling it lost revenue or a third-party cost.

Except for the exclusions below, each Party's aggregate liability arising from the same event or related events is limited to the Buyer Charges paid or payable for the affected Order; for a continuing recurring Order, the limit is the Buyer Charges paid or payable for the twelve months preceding the event, including the then-accepted current period. The limit is not multiplied by the number of claims or legal theories.

The cap and exclusion do not limit a refund, price adjustment, payment or reconciliation credit properly due; fraud, fraudulent misrepresentation, willful misconduct or gross negligence; a Party's confidentiality, privacy or security breach; the expressly granted indemnities in Section 19; or liability that cannot lawfully be limited. No limitation permits Playto to retain payment for unprovided Service contrary to Section 9. All remedies remain subject to causation, the agreed allocation, reasonable mitigation and no double recovery.

Playto may decline new Orders or temporarily restrict affected activity where reasonably necessary for suspected fraud, security, unlawful use, missing essential verification, material non-payment, sanctions or a binding payment-provider requirement. Where lawful and practicable, it will explain the affected scope and review route and allow correction of a curable issue. Urgent action may precede notice, but restrictions must not become retaliation for a good-faith complaint.

Either Party may terminate future use on written notice, without cancelling accepted Orders by implication. For a material curable breach affecting an Order, the non-breaching Party will give a reasonable cure opportunity appropriate to the issue, ordinarily fifteen calendar days after notice; a mandatory deadline, serious security risk, refusal to perform or urgent harm may require earlier action. Buyer's specific cancellation and refund rights in Section 9 do not require waiting for that cure period.

If Playto cannot lawfully continue an accepted Service or provide suitable agreed replacement performance, it must account for the performed and unperformed portions and provide the appropriate refund and handover. A payment-provider outage or supplier failure does not erase Playto's Buyer obligations. Accrued rights, paid-up IP rights, necessary records, confidentiality, refunds and dispute provisions survive as needed.

An unavoidable event outside a Party's reasonable control may excuse a resulting delay in performing obligations other than payment while that Party notifies the other and mitigates. Lack of funds, avoidable staffing failure or a disagreement between Playto and a supplier is not an automatic excuse. Prolonged prevention must be resolved through an agreed adjustment or cancellation and reconciliation; it does not authorize indefinite retention of unused prepayments.

An earlier contract made directly between Buyer and a Service Partner does not become a Playto sale merely because Playto issues an invoice. Before any such work is sold by Playto, the parties concerned must document the transition (for example, a termination and new Order, or a novation), identifying the future scope Playto undertakes, prior performance and payments, accrued rights and intellectual-property treatment.

This Agreement is non-exclusive and does not restrict unrelated work or existing customer relationships. Buyer must pay the accepted Playto invoice through the authorized route and must not knowingly divert payment for the same accepted Service, arrange a sham refund to avoid an existing obligation or collude in false chargebacks. No general non-compete, conversion fee or restriction on independently purchased future work is created for Buyer here.

Updated terms or new prices may be offered for future Orders and become applicable only through the valid notice and acceptance process. Publication alone does not retrospectively amend an accepted Order, remove an accrued right or authorize a recurring-price increase. A material change to an existing Order requires the accepted change process. A binding legal or urgent security requirement may affect activity sooner to the extent necessary, with appropriate notice and protection of accrued rights.

Operational and formal notices may be sent to the designated business contacts by email or an authenticated account notification with the required associated notice. A Party must keep its contact details current. Email delivery is subject to evidence, failed-delivery information and mandatory form requirements; this Agreement does not deem a failed transmission effective. A legal requirement for another delivery method remains controlling.

Support, cancellation, refund and legal inquiries to Playto: support@playto.so; Playto, Inc., 8 The Green STE R, Dover, Delaware 19901, United States; +1 (302) 610-2787.

This Agreement and accepted Buyer Orders are governed by Delaware law, excluding its conflict-of-law rules, subject to mandatory law that cannot validly be excluded. The United Nations Convention on Contracts for the International Sale of Goods is excluded to the extent it might otherwise apply. This choice does not remove mandatory tax, privacy, sanctions, contracting or other rules applicable to the actual transaction.

The Parties should first seek a good-faith resolution through their business contacts. This does not delay urgent relief, a payment-method deadline, a limitation period or access to an authority. Subject to a non-waivable contrary rule, the state and federal courts in Delaware have jurisdiction over disputes under this Agreement and are the exclusive forum, except that either Party may bring a claim in a small-claims court in Delaware or apply to any court with jurisdiction to enforce a judgment. The Agreement does not impose mandatory arbitration or a jury-trial or class-action waiver.

The accepted agreement documents contain the Parties' agreement for the subject and supersede prior discussions, without extinguishing rights accrued under earlier Orders. An invalid provision is separated or limited only as permitted by law; the remainder continues. A waiver must be specific and authorized. Neither delay nor a single exception is a general waiver. No Party may recover the same loss under multiple descriptions.

Neither Party may transfer an Order in a way that defeats the other's accepted rights. A reasonable assignment in a genuine reorganization or business transfer must preserve performance, accrued remedies, privacy and paid-up rights; material changes requiring consent remain subject to it. Approved subcontracting is not a release of Playto's obligations. Neither Party is an agent, partner or employee of the other.

Except for a right expressly granted in the Order or required by law, this Agreement creates no third-party enforcement rights. It does not create a banking, escrow, insurance or money-transfer relationship. Each Party bears its own ordinary negotiation and first-party legal costs except where a court, applicable law or an expressly agreed clause provides otherwise. The English text controls to the extent permitted by law. The Parties will execute reasonably necessary further records to give effect to accepted IP, tax and transaction arrangements without creating new financial obligations.