Terms & Conditions

Cashplay Terms & Conditions for Developers

Who We Are

Cashplay International Limited is a company registered on February 14th, 2013 in the Isle of Man under company number 127749C; Registered address: Clinch’s House, Lord Street, Douglas, Isle of Man IM99 1RZ. Cashplay International Limited is trading under the name Cashplay. Accordingly any reference to Cashplay shall be construed as constituting a reference to Cashplay International Limited.

Applicability of These Terms & Conditions
By downloading any software (“Software”) or using any services (“Services”) provided by the cashplay.co website (the “Website”), you agree to be bound by these terms and conditions (“Terms & Conditions”) and are deemed to have accepted and understood all the Terms & Conditions.

Please read the Terms & Conditions carefully and if you do not accept the Terms & Conditions, do not use the Software or Services.

Amendments to These Terms & Conditions
We may need to change these Terms & Conditions from time to time for a number of reasons (including to comply with applicable laws and regulations, and regulatory requirements). All changes will be published on the Website. The most up-to-date Terms & Conditions will be available on the Website. If any change is unacceptable to you, you should cease using the Software and the Services. If, however, you continue to use the Software and the Services after the date on which the changes to the Terms & Conditions come into effect, you will be deemed to have accepted those changes.

Definitions and Interpretation
In addition to the terms defined elsewhere in these Terms & Conditions, and unless the context otherwise requires:

“We”, “us”, “our” and/or “Provider” refers to Cashplay International Limited, trading as Cashplay.

“Game” means any game added by you.

“Network” means the service provided by us to our Partners to enable multi-player modes on mobile games.

“Partners” means the game development companies we are working with who choose to integrate our Services using the means made available on our Website including the Software, and a “Partner” means any of them.

“Platform” means an integrated platform enabling a tournament system for Game players to play against each other “For Fun” (no entry fee) or “For Cash” (Users pay an entry fee for the chance to compete for cash prizes in a cash tournament).

“Program” means the agreed partnership level relating to the number of monthly users and revenue share as agreed between you and us.

“Revenue Share” means the net income (income minus Incurred Costs) to be split between you and us, calculated as a percentage to be shared with you, which is calculated based on the Program level and the number of Unique Cash Users, as outlined on the Pricing page.

“Incurred Costs” means, in particular, but not limited to, any appropriate taxes, deposit costs and costs of payments, including deposit costs, fraudulent/returned/withheld deposits and direct-to-User promotional expenses, from Unique Cash Users across the Network.

“Unique Cash Users” means the number of unique players who participate in cash tournaments (play “For Cash”) each calendar month.

“Users” includes any person playing a game across the Network, in any Partner’s Game, and a “User” means any of them.

Services and Software
We will endeavour to provide you with our Services in a consistent manner.

We will take all reasonable steps to inform you of any information that could cause a delay in the provision of our Services.

The selection and assignment of the personnel needed to perform our Services for you will be solely determined by us.

The personnel providing our Services will meet the job position/qualifications normally required of a person performing these particular Services or comparable Services for our own internal operations.

We are authorized to provide our Services to you via a third party in some cases.

We have the right to market to users of the Services, to encourage greater awareness and more frequent use of the Services and the Platform.

We will provide you with documentation and/or support related to integration and testing.

We will provide you with guidelines on integrated game requirements relating to functionality and operation.

We will provide you with project-management services relating to Game review and feedback after you submit your Game. We will also provide you with a report on the ongoing usage of the Platform by Unique Cash Users and the resulting Revenue Share.

We will provide your Users with customer support relating to cash-handling.

You acknowledge that any Service or Software identified by us as a “beta” testing version of that Service or Software (“Beta Product”) may contain features that differ from the Service’s or Software’s final release. We reserve the right not to release a final version of a Beta Product and to alter its features, specifications, capabilities, functions, licensing terms, release dates, general availability and/or other characteristics. Beta Products may contain errors that affect the operation and functionality of that Service.

You need to download our Software to receive our Services and use the Platform.

We are not responsible for any third-party websites and/or services related to the use of or otherwise connected with our Services and Software.

Once you have submitted your Game and we have reviewed and approved it, we will make all reasonable efforts to provide you with our Platform within two business days.

Privacy and User Data
We will process your data and that of your Users who in accordance with our Privacy Policy.

You agree to collect certain information from your users, via Oauth, and pass them on us, respecting our Privacy Policy.

We require you to collect the following information from your users: first name, last name, username, date of birth, mobile phone number, email address, device ID, device phone number.

Legality of the Use of the Gaming Platform and the Services
You are responsible for determining whether or not our Services are legal in your territory. (For more information on the legality of skill gaming in the United States of America, see our white paper, Skill Gaming in the United States.)

Despite our best efforts, we can in no way guarantee the status of laws nor the interpretation of those laws will not change and negatively affect our Service.

We reserve the right to modify, suspend, terminate and/or interrupt the Services if necessary in any and/or all territories without prior notice.

At the time these Terms & Conditions were last updated, territories where participation in “For Cash” tournaments is prohibited (or where we believe it is illegal) included Belgium, The Cayman Islands, Denmark, Iran, Iraq, Israel, Italy, North Korea, Poland, Saudi Arabia, Turkey, Tasmania and the Vatican City; the US states of Arizona, District of Columbia, Florida, Illinois, Kansas, Kentucky, Maryland, North Dakota, Vermont and Louisiana.

Refunds
In the event that we suspend or discontinue our Service, we will make reasonable endeavours to refund money to Users who have deposited cash with us. In such an instance, we will contact a User at the email address he/she has provided informing them of this suspension and/or discontinuation of the Service. Failure to respond to such a notice within 30 days will result in the forfeiting of any and all money in that account.

In order to withdraw money from his/her account, a User must confirm his/her identity to our satisfaction by uploading any requested documentation to the Website. Examples of documentation requested could be scanned copies of driver’s licences, national identity cards or passports, bank statements, or utility bills.

Third-Party Providers
We are not responsible for third-party content.

Third-party service providers’ employees cannot take part in cash tournaments using the Platform.

We accept no liability for loss and/or damage arising from a Partner’s use of any third-party content.

Payments
We offer a range of client programs, the details of which are listed under ‘Partnership options’

You will be entitled to the agreed part of the Revenue Share. We will make your Revenue Share available to you within 30 calendar days of the end of the month in which the Revenue Share was earned.

Our preferred payment method is PayPal.

You can view your account balance by logging into the Website.

We reserve the right to check your transactions to prevent money laundering.

We reserve the right to report any suspicious transactions to the relevant authorities.

Your transactions may be held for review by us or by an authorized third party to insure against fraud.

By entering into a partnership with Cashplay, you consent to allow us to share your personal and/or payment information with third-party service providers, for identity verification and/or risk assessment, as detailed in our Privacy Policy.

We will not process a payment request until your account balance reaches 100 USD, and you agree to cover the cost of any processing fees.

Revenue share payments payable to Partners are exclusive of VAT which will be added in addition when appropriate.

Partnership Options
You agree to sign up for a monthly subscription plan according to the number of Unique Cash Users you expect to achieve in a given month and the amount you wish to pay toward the servicing of those Users.

In return, you will be entitled to receive a percentage of the Revenue Share received from your Game(s) by the Provider (“Partner Share”), as outlined in the following table:

Program level   Unique Cash Users/Month Your Revenue Share
Incubator
0 to 5,000 40%
Accelerator
5,001 – 10,000 50%
Enterprise
10,001 + 60%

The maximum Unique Cash Users per month are 5,000 in the Incubator Program and 10,000 in the Accelerator Program. There is no maximum number of Unique Cash Users for the Enterprise Program; However, there are minimums to participate in that Program category. You must have usage exceeding 10,000 Unique Cash Users per month in order to qualify for the Enterprise Program. Any Partner signed up for the Enterprise Program whose Unique Cash Users do not exceed 10,000 will be entitled to the Partner Share assigned for the Accelerator Program.

Proof of Identity and Anti-Money Laundering Provisions
We may require a copy of your company’s certificate of incorporation, or equivalent, as proof of your credentials.

We reserve the right to carry out enhanced due diligence on any partner who poses an additional risk and to report their transactions to our Money Laundering Reporting Officer (MLRO)

Enhanced due diligence may include checking the World-Check and/or Politically Exposed Persons databases; additional identity verification (if requested by the MLRO); and/or additional information on the source of your funds (if requested by the MLRO).

Submitting a Game
You will be required to register and provide basic information on your Game before you can download our Software. Once the Software has been integrated into the game and tested on our Website, you can submit the Game to Cashplay.

You can submit your Game via the Website, where you will find a full list of Game Submission Requirements, and that submission must be approved by Cashplay. We will ask in advance for you to confirm that your Game meets all our requirements; however, in some cases certain Games may be deemed inappropriate for Cashplay regardless of meeting all standard requirements.

We reserve the right to remove Games, which, because of program bugs, have a completion rate of less than 97% of game sessions in any one day, from the Platform until the bug(s) have been removed, the Game is resubmitted and final re-approval has been given by Cashplay.

By submitting your game, you accept that Users of that Game will be required to agree to Cashplay’s Business-to-Consumer (B2C) Terms & Conditions and Privacy Policy.

By submitting your Game, you agree to allow Cashplay to market to your Users.

You must enable geo-location on your Game to ensure successful submission.

By submitting your Game, you represent and warrant that your Game’s gameplay meets the requirements set out by us.

You accept that you will be held legally responsible if the gameplay in your Game doesn’t permit legal skill gaming.

We aren’t liable for any claims, liabilities, damages, losses, costs and/or expenses arising from any changes you make to a Game after it has been submitted that have not been explicitly authorized by us.

Results and Evaluation of Cash Tournaments
Once completed, a tournament will be governed by the Terms & Conditions and Rules & Regulations valid at the time the tournament was initiated.

You agree to provide us with the reason for any tournament ending prematurely — whether, for example, the premature termination of the tournament was caused by a bug; a network failure and/or dropout; or because a User disconnected.

We have the final say on why a tournament ends prematurely.

If a tournament ends prematurely because of a bug, the tournament will be cancelled.

If a tournament ends prematurely as a result of a User disconnecting prematurely, that User will be declared to have lost.

If a tournament ends prematurely due to an error on your part (a bug, for example), the money will be refunded to the User’s account from your part of the Revenue Share in that given month.

Your Representations, Warranties and Undertakings to Us
You undertake to provide us with all cooperation and assistance necessary for the due and proper provision of the Services and to provide us with all necessary materials and documentation for the provision of the Services.

Games submitted for “For Cash” play must allow no in-game upgrades and/or differences in the game or game level for players competing in the same tournament.

You must make the same version of a submitted Game available to all Users competing in the same tournament.

In-game advertising is not permitted in Games submitted for “For Cash” tournament play.

In-game advertising is permitted in Games submitted for “For Fun” tournament play.

Games submitted for tournament play must either contain no random elements or must contain random elements that are served up at the same time and/or in the same manner to every user competing in the same tournament.

Games submitted for tournament play must contain continuous gameplay from start to finish. No in-game interruptions are permitted.

Except in cases where we have granted you a waiver to this requirement, you must be operating the authoritative server for any Games you submit for tournament play.

You agree to provide game recording for high-stakes tournaments (those with an entry fee higher than 10 USD), so that Games can be reviewed for possible cheating.

You agree to provide full, accurate and timely information regarding your requirements for the Services.

You will provide timely customer support for users playing in “For Cash” tournaments, including direct contact to a 24-hour customer support service, an email contact that Users can use as a primary point of contact, and a phone contact (submitted to us and made available to Users in case of a need for escalation).

You agree to use the Services at your sole discretion and risk.

You are solely responsible for any applicable taxes on your Cashplay earnings.

No Warranty
We disclaim any and all warranties in connection with the Services, which are provided “as is”.

We provide no warranty regarding the Services’ quality, fitness-for-purpose, completeness and/or accuracy.

We make no warranty that the Services will be uninterrupted, timely and/or error-free, that defects will be corrected, or that the Software and/or Website shall be free from viruses, bugs and/or other contaminants.

We reserve the right to suspend, discontinue, modify, remove and/or add to the service.

We do not warrant the accuracy and completeness of the information and/or material on the Website.

Limitation of Liability
We accept no liability for damages, liabilities and/or losses arising from use of our Services.

We aren’t liable for any loss of profits, loss of business, loss of revenue, loss of opportunity, loss of data, loss of goodwill or reputation, and/or any special, indirect or inconsequential losses.

Nothing in these Terms & Conditions shall exclude or limit our liability for death, personal injury, fraud and/or fraudulent misrepresentation.

Third-Party Obligations
You acknowledge that we aren’t responsible for any third-party provider and that any agreement between you and a third-party provider is not part of these Terms & Conditions.

You acknowledge that any contract between you and a third-party provider is not a contract to which we are party.

Indemnity
You agree to fully indemnify, defend and hold us harmless from all claims, liabilities, damages, losses, costs and/or expenses arising out of any breach of these Terms & Conditions, including another person using your account.

You agree to fully indemnify, defend and hold us harmless from all claims, liabilities, damages, losses, costs and/or expenses arising from your false warranties and/or representations.

You agree to fully indemnify, defend and hold us harmless from all claims, liabilities, damages, losses, costs and/or expenses arising from any claim brought against us by an intermediary as a result of your breach of these Terms & Conditions.

Transfer
You may not transfer any of your rights and/or obligations under these Terms & Conditions to a third party.

We can transfer any of our rights and/or obligations under these Terms & Conditions to a third party.

Third-Party Rights
Unless the Terms & Conditions say a third party may enforce a term of these Terms & Conditions, a person and/or company who is not party to these Terms & Conditions has no right to any term of these Terms & Conditions.

Settlement of Disputes
Matters of dispute should be referred to us no later than seven days after the incident relating to the relevant dispute.

If any dispute arises between you and us under or in relation to these Terms & Conditions it shall first be referred to our Cashplay dedicated manager and your contract manager (or similar).  If it cannot be resolved to the satisfaction of both parties within 10 Working Days of such referral it shall be referred in writing to the CEOs/managing directors of each party for resolution.

If the parties are unable to resolve any dispute under or in relation to these Terms & Conditions within 10 Working Days of its referral to the CEOs/managing directors then such dispute shall be referred to and finally resolved by arbitration in accordance with the rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England and Wales.

Notices
Any notice we send to you will be sent to the address and/or email address you provide.

Any queries relating to an intermediary (such as a payment service) should be directed to that intermediary.

We are not responsible for communicating with intermediaries on your behalf.

Support
You must create a support area dedicated to the Cashplay platform within your own Game.

You confirm that you will make customer service contacts available to your Users, which will enable your Users to receive a response within 24 hours.

This support area must include an email contact, which your Users can use as a primary method of contacting you.

You must also provide us with a phone contact, which our support team can use to contact your support team.

You must create a defined escalation process which we agree to.

Events Outside Our Control
We are not responsible for any delay and/or failure to perform any of our obligations under the Terms & Conditions caused by an event outside our control (“Force Majeure”).

Our performance will be deemed to have been suspended for the period of a Force Majeure event.

We will make reasonable endeavours to end the Force Majeure event or find a solution by which our obligations can be performed despite the Force Majeure event.

Publicity
We reserve the right to publicize and promote our relationship with you (in a press release, for example).

You agree to the name of your company being included on the Website and related websites.

Acceptable Use
You may only use our Services, Website and/or Software for lawful purposes.

You are responsible for complying with local, national, federal and/or state laws.

You may not use our Services, Website and/or Software in a way that breaches any laws and/or regulations.

You may not use our Services, Website and/or Software for any unlawful and/or fraudulent purposes.

You may not use our Services, Website and/or Software to send, receive, upload, download, use and/or re-use any material that doesn’t meet our content standards.

You may not use our Services, Website and/or Software to transmit and/or procure unsolicited advertising and/or promotional material.

You may not use our Services, Website and/or Software to transmit, send and/or upload any harmful programs and/or code designed to affect the operation of computer software and/or hardware.

You agree not to access without authority, damage and/or disrupt our Services, Website, Software, equipment and/or network, or any equipment, network and/or software owned or used by any third party.

We reserve the right to limit the range of Services offered to Partners in various territories.

The availability of our Services does not constitute an offer, solicitation and/or invitation.

We reserve the right to terminate our contract with you at any time at our discretion.

We can withhold your part of the Revenue Share if you breach the above rules.

Copyright Complaints
We take intellectual property rights seriously. If you believe your copyright has been infringed, please contact our customer support team.

Proprietary Rights
We grant to you a limited license to install and run the Software, in object code format only, solely for the purpose of using the Services and solely for as long as you subscribe for the Services.

You acknowledge that you are receiving limited rights only.

You may not network the Software among devices.

You may not authorize any person to reverse-engineer, decompile, disassemble, re-engineer and/or otherwise create or permit, allow and/or assist others to create the source code of the Software or its structural framework.

You may not authorize any person to create derivative works based on the Software.

You may not authorize any person to use the Software for any purpose except as expressly provided in these Terms & Conditions.

You may not authorize any person to disable or circumvent any access control or related device, process and/or procedure established with respect to the Software.

You acknowledge that you have access to sufficient information such that you do not need to reserve-engineer the Software in any way to permit other products and/or information to interoperate with the Software.

You are responsible for all use of the Software under your possession or control.

All content contained in the Website, Software and Services, all Cashplay products and services, all Cashplay logos, symbols and “look and feel”, all digital assets, and all derivative works/modifications of any of the foregoing, and all related and/or underlying intellectual property are our sole and exclusive property.

We reserve all rights not expressly granted in these Terms & Conditions.

Unless stated otherwise in these Terms & Conditions, no right or license is granted to any intellectual property rights.

General
If any part of these Terms & Conditions will be deemed unlawful, void or for any reason unenforceable, then that provision will be deemed to be severable from these Terms & Conditions and will not affect the validity and enforceability of any of the remaining provisions of these Terms & Conditions.

The time stamp on all records either stored in or written to Cashplay’s transactional database shall be recorded as Coordinated Universal Time (UTC).

No waiver by Cashplay of any of these Terms & Conditions will be construed as a waiver of any preceding or succeeding breach of any of these Terms & Conditions.

Unless otherwise expressly stated, nothing in these Terms & Conditions will create or confer any rights or any other benefits in favour of any person other than you and Cashplay.

Nothing in these Terms & Conditions will be construed as creating any agency, partnership or any other form of joint enterprise between you and Cashplay.

The “Indemnity” clause will continue in force after and despite expiry or termination (for whatever reason).

These Terms & Conditions contain the entire agreement between you and Cashplay relating to the Services, Software, Platform and Website. You confirm that, in agreeing to accept these Terms & Conditions, you have not relied on any representation save insofar as the same has expressly been made a representation in these Terms & Conditions. You agree that you will have no remedy in respect of any misrepresentation which has not become a term of these Terms & Conditions save that your agreement will not apply in respect of any fraudulent misrepresentation whether or not such term has become a term of these Terms & Conditions.

These Terms & Conditions are subject to the laws and regulations of England and Wales.