Terms of Service

Last updated: 07 Aug 2024

Thank you for using Femtoplay! These Terms of Service (“Terms”) are a binding legal agreement between you and Femtomax Inc (“Femtomax”) that govern your right to use the Femtoplay related websites, applications, and other related offerings from Femtomax (collectively, the “Femtoplay Platform”). When used in these Terms, “Femtoplay,” “we,” “us,” or “our” refers to the Femtomax entity set out on Schedule 1 with whom you are contracting.

The Femtoplay Platform is created, owned, operated, managed and maintained by Femtomax Inc. Femtomax India Pvt. Ltd. has a non-exclusive, non-transferrable, royalty-based license to commercially exploit the Femtoplay Platform only in India.

The Femtoplay Platform offers an online venue that enables users (“Members”) to publish, offer, search for, and book advertising and related services. Members who offer equipment and related services to display advertisements on digital (or other) displays are “Hosts” and Members who search for, reserve a display slot, or use services are “Advertisers.” Hosts offer billboards (“Billboards”), and related activities, and a variety of other related services (collectively, “Host Services,” and each Host billboard offering, a “Listing”). You must register an account to access and use features of the Femtoplay Platform, and must keep your account information accurate. As the provider of the Femtoplay Platform, Femtoplay does not own, control, offer or manage any Listings or Host Services. Femtoplay is not a party to the contracts entered into directly between Hosts and Advertisers, nor is Femtoplay a real estate broker, advertising agency, or insurer. Femtoplay is not acting as an agent in any capacity for any Member, except as specified in the Payments Terms of Service (“Payment Terms”). To learn more about Femtoplay’s role see Section 16.

We maintain other terms and policies that supplement these Terms like our Privacy Policy, which describes our collection and use of personal data, and our Payments Terms, which govern any payment services provided to Members by the Femtoplay payment entities (collectively "Femtoplay Payments").

Members are responsible for understanding and complying with all laws, rules, regulations that apply to them in their jurisdiction.

Advertiser Terms

1. Our Mission. Our mission is to amplify your voice. Browse through our large number of Listings to find the ones that amplify your message. Learn more about a Listing by reviewing the description and photos. If you have questions, just contact us.
2. Searching and Booking.
   1. Searching. You can search for Host Services by using criteria like the address, geographical area or the name. Search results are based on their relevance to your search and other criteria. Relevance considers factors like distance, availability, Reviews and more.
   2. Booking or reserving a slot. Booking or reserving allows you to block one or more timeslots on one or more days when your advertisement can be displayed on the digital display.When you book a Listing, you are agreeing to pay all charges for your booking including the Listing price, applicable fees like Femtoplay’s service fee, taxes, and any other items identified during checkout (collectively, “Total Price”). You are also agreeing that Femtoplay via Femtoplay Payments may charge the Payment Method (as defined in the Payment Terms) used to book the Listing in order to collect Damage Claim (as defined in Section 15) amounts. When you receive the booking confirmation, a contract for Host Services (a "Reservation") is formed directly between you and the Host. In addition to these Terms, you will be subject to, and responsible for complying with, all terms of the Reservation, including without limitation, the cancellation policy and any other rules, standards, policies, or requirements identified in the Listing or during checkout that apply to the Reservation. It is your responsibility to read and understand these rules, standards, policies, and requirements prior to booking a Listing.
      A timeslot is 15 minutes long. You can book one or more timeslots on one or more days. We make best effort to show the advertisement on the selected day at the selected timeslot. Your advertisement may display at slightly different times as not all clocks are synchronized. The advertisement may display a few minutes earlier or later than the slot time selected during reservation. Once an advertisement content is delivered to the display and display confirms the play, the entire slot is assumed to be consumed by the advertisement.
      We may offer plans to select entities that are different from the 15-minute timeslot. Such services are offered under these terms.
      A few displays are marked as "Infotainment Systems". These displays are primarily used for entertainment with intermittent advertisement displays. On such displays, your advertisement will be displayed only for up to 30 seconds and not 15 minutes.
   3. Advertisement Reservations. An Advertisement Reservation is a limited license to display an advertisement on the selected billboard(s) for the selected date(s) and selected timeslot(s). The Host and Femtoplay Platform retains the right to cancel, approve or reject the Reservation during or before the reservation period in their sole discretion. Either the host or Femtoplay, may block you from advertising on a specific billboard or from the platform at their sole discretion with or without reason.
   4. Advertisement Graphic Content Creation Booking. You can purchase advertisement graphic content creation service on the Femtoplay Platform. We offer various plans with varying degree of services. You must choose and pay the full amount for us to accept your request and initiate work. All graphic advertisement design content will be delivered over email or other electronic media (like electronic message boards, WhatsApp). Graphic design services are subjected to our Graphic Design Service Terms
   5. Cancellations, Withdrawals, Refunds and Booking Modifications.
      • Cancellations, Withdrawal and Refunds. In general, if you cancel a Reservation for a service, or the host or Femtoplay Platform rejects the reservation, or we fail to display the advertisement, you will be issued a zero interest store credit that may be used for subsequent services. These store credit have an expiry period and you must avail the credits before they expire. The store credit is determined by the payment terms that applies to that Reservation. In certain situations, other policies may take precedence and determine what amount is provided as store credit.
      • Booking Modifications. Booking modifications are not permitted once a reservation (or service) request is made. You can only withdraw or cancel the reservation. Store credits, if any, is determined by the payment terms that applies to that Reservation
   6. Your Responsibilities and Assumption of Risk.
      • Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you authorize to use the Host Service and Femtoplay Platform. For example, this means: (i) you are responsible to comply with all laws and regulations applicable to the jurisdiction where the advertisement is displayed, (ii) you are responsible for paying all reasonable Damage Claim amounts necessary to cover damage that were determined as caused by your actions, and (iii) you must act with integrity, treat others with respect, and comply with applicable laws at all times (iv) we do not permit racist, pornographic, abusive or advertisements that may show our services in bad light. This is only a limited list.
      • Your Assumption of Risk. You acknowledge that many activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Femtoplay Platform and any Content (as defined in Section 10), including your use of any Host Service, or any other interaction you have with other Members whether in person or online. This means it is your responsibility to investigate a Host Service to determine whether it is suitable for you. For example, Host Services may carry risk of legal actions from other parties, and you freely and willfully assume those risks by choosing to participate and use those Host Services.

Host Terms

5. Hosting on Femtoplay.
   1. Host. As a Host, Femtoplay offers you the option to use the Femtoplay Platform to share your billboard (a digital display), or other approved Host Services with our vibrant community of Advertisers - and earn money doing it. It’s easy to create a Listing and you are in control of how you host - set your availability for each Listing.
   2. Contracting with Advertisers. When you accept a booking request, or receive a booking confirmation through the Femtoplay Platform, you are entering into a contract directly with the Advertisers, and are responsible for delivering your Host Service under the terms and at the price specified in your Listing. You are also agreeing to pay applicable fees like Femtoplay’s service fee (and applicable taxes) for each booking. Femtoplay Payments will deduct amounts you owe from your payout unless we and you agree to a different method. Any terms, policies or conditions that you include in any supplemental contract with Advertiser must: (i) be consistent with these Terms, our Policies, (ii) agreed between you and the Advertiser in writing (iii) not circumvent any Femtoplay Platform offerings (iv) agree that we are not a party to the additional terms between you and Advertisers.
   3. Independence of Hosts. Your relationship with Femtoplay is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Femtoplay, except that Femtoplay Payments acts as a payment collection agent as described in the Payments Terms. Femtoplay does not direct or control your Host Service, and you agree that you have complete discretion whether and when to provide Host Services.
   4. Host Pricing. Femtoplay Platform will, in its sole discretion, decide the price at which your listing and other service are offered to the advertisers on the Femtoplay Platform. The pricing mechanism is based on various parameters and may change at any time, without prior notice. Femtoplay may offer slots for free or a discounted price.
   5. Hosting Equipment. We may decide, at our sole discretion, to give you all or part of hosting equipment. We may give you the equipment for free, or against a payment or on lease. If the equipment was given to you by us, for lease or other terms where you must return the equipment after an agreed period, you agree to return the equipment in the same condition it was given to you, sans normal wear and tear. We, in our sole discretion, may charge you damages if we believe the equipment was not handled with care or if there was any damage to the equipment.
   6. Right to Audit. You agree to allow Femtoplay and its authorized representatives, the right to enter and audit your premises for your listings in the Femtoplay platform.
   7. Brand Exclusivity. You agree to not host competing services from any provider who is in a business similar to Femtoplay at your premises where you are providing host services via Femtoplay platform. If we discover that you are engaged in competing hosting services on your own or in collaboration with business other than Femtoplay, we may, in our sole discretion, remove your listing and stop all payments and block any pending payments to you. We may, on a case-to-case basis, in our sole discretion, permit you to host other competing services at your premises.
6. Managing Your Listing.
   1. Creating and Managing Your Listing. The Femtoplay Platform provides tools that make it easy for you to set up and manage a billboard Listing. Your Listing must include complete and accurate information about your Host Service. You are responsible for keeping your Listing information (including calendar availability) and content (like photos) up-to-date and accurate at all times. We recommend that you obtain appropriate insurance for your Host Services and suggest you carefully review policy terms and conditions including coverage details and exclusions. We reserve the right to allow or disallow any listing on our platform and are not obligated to provide any reasons for such decisions.
   2. Know Your Legal Obligations. You are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to your Listing or Host Services. For example: Some landlords and leases, or homeowner and condominium association rules. Some cities have zoning or other laws that restrict the installation of billboards. Some jurisdictions require Hosts to register, get a permit, or obtain a license before providing Host Services. In some places, the Host Services you want to offer may be prohibited altogether. Some jurisdictions require that you register Advertisers who use your billboards. Check your local rules to learn what rules apply to the Host Services you plan to offer. Information we provide regarding legal requirements is for informational purposes only and you should independently confirm your obligations. You are responsible for handling and using personal data of Advertisers and others in compliance with applicable privacy laws and these Terms. If you have questions about how local laws apply you should always seek legal advice.
   3. Search Ranking. The ranking of Listings in search results on the Femtoplay Platform depends on a variety of factors, including but not limited to these main parameters:
      • Advertiser search parameters
      • Listing characteristics (e.g. price, calendar availability, Reviews),
      • Host location
      Search results may appear different on our mobile application than they appear on our website. Femtoplay may allow Hosts to promote their Listings in search or elsewhere on the Femtoplay Platform by paying an additional fee. To get more information about the factors that determine how your Listing appears in search results, our current promotional programs (if any), and how we identify promoted Content please contact us.
   4. Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in providing your Host Services. You are responsible for deciding whether to allow or disallow a particular advertisement display on your billboard. We retain the right to disallow a particular advertisement without your consent. You must not collect any additional fees or charges outside the Femtoplay Platform. Do not encourage Advertisers to create third-party accounts, submit reviews, provide their contact information, or take other actions outside the Femtoplay Platform in violation of our Terms and Policies. Under exceptional circumstances, we, in our sole discretion, may allow a particular advertisement display on your billboard. We will make best-effort to obtain your consent prior to allowing the advertisement for display.
   5. Hosting as a Team or Organization. If you work with a co-host or host as part of a team, business, or other organization, the entity and each individual who participates in providing Host Services is responsible and liable as a Host under these Terms. If you accept terms or enter into contracts, you represent and warrant that you are authorized to enter into contracts and bind your team, business or other organization, and that each entity you use is in good standing under the laws of the place where it is established. If you perform other functions, you represent and warrant that you are authorized to perform those functions. If you instruct Femtoplay to transfer a portion of your payout to a co-host or other Hosts, or to send payments to someone else, you must be authorized to do so, and are responsible and liable for the payment amounts and accuracy of any payout information you provide.
   6. Your Assumption of Risk. You acknowledge that hosting carries inherent risks and agree that you assume the entire risk arising out of your access to and use of the Femtoplay Platform, offering Host Services, or any interaction you have with other Members whether in person or online. You agree that you have had the opportunity to investigate the Femtoplay Platform and any laws, rules, regulations, or obligations that may be applicable to your Listings or Host Services and that you are not relying upon any statement of law made by Femtoplay.
   7. Your account. Femtoplay may cancel your account or block your account from accessing the services at its sole discretion with or without reason.
7. Cancellations, and Booking Modifications.
   1. Cancellations. In general, if an Advertiser cancels a Reservation, the amount paid to you is determined by the cancellation policy that applies to that Reservation. As a host, you should not cancel on an Advertiser without a valid reason or applicable law. If you cancel on an Advertiser without such a valid reason, or we believe your cancellations are excessive or unreasonable, we may impose a cancellation fee and other consequences.
   2. Booking Modifications. Femtoplay Platform does not permit any booking modifications.
8. Taxes.
   1. Host Taxes. Femtoplay will compute appropriate taxes for hosting services and present the final price to advertisers. When a payout is made to Hosts, Femtoplay may charge or deduct taxes as per applicable laws before making the payout. You must provide all your tax information and information on where to remit payouts.
   2. Advertiser Taxes. Femtoplay platform will charge appropriate taxes from Advertisers during the reservation process. Advertisers will receive an invoice (or a receipt) showcasing taxes charged.You must provide applicable tax information for accurate tax computation.
   3. Collection and Remittance by Femtoplay. In jurisdictions where Femtoplay facilitates the collection and/or remittance of Taxes on behalf of Hosts, you instruct and authorize Femtoplay to collect Taxes on your behalf, and/or to remit such Taxes to the relevant Tax authority. Any Taxes that are collected and/or remitted by Femtoplay are identified to Members on their transaction records, as applicable. Femtoplay may seek additional amounts from Members (including by deducting such amounts from future payouts) in the event that the Taxes collected and/or remitted are insufficient to fully discharge that Members’ tax obligations, and you agree that your sole remedy for Taxes collected by Femtoplay is a refund from the applicable Tax authority. You acknowledge and agree that we retain the right, with prior notice to affected Members, to cease the collection and remittance of Taxes in any jurisdiction for any reason.
   4. Tax Information. In certain jurisdictions, Tax regulations may require that we collect and/or report Tax information about you, or withhold Taxes from payouts to you, or both. If you fail to provide us with documentation that we determine to be sufficient to support any such obligation to withhold Taxes from payouts to you, we may withhold payouts up to the amount as required by law, until sufficient documentation is provided. You agree that Femtoplay may issue on your behalf invoices or similar documentation for VAT, GST, consumption or other Taxes for your Host Services to facilitate accurate tax reporting by you, our Advertisers, and/or their organizations.

General Terms

9. Reviews. Each Host will have an opportunity to review the content submitted by the advertiser before it is displayed on the billboard. Only approved advertisements will be displayed. The only remedy advertisers have, if their advertisement is rejected by Hosts, is to contact us for a resolution. Femtoplay, in its sole discretion, may decide to address the issue raised by the Advertiser and may decide on a resolution. The manner and timing of the resolution will be in our sole discretion. Additionally, we may reject Advertisement submissions in our sole discretion and will provide a reason, before or after the Host has an opportunity to review
10. Content. The Femtoplay Platform enable you to provide text, photos, audio, video, information, and other content (collectively, “Content”). By providing Content (except personally identifiable data ), in whatever form and through whatever means , you grant Femtoplay a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to copy, modify, prepare derivative works of, distribute, publish and otherwise exploit, that Content, without limitation. You can reach out to our team to explicitly opt-out of this. Simply contact us and let us know that you do not intend to provide us the rights. If Content includes personal information, our Privacy Policy describes how we use that personal information. Where Femtoplay pays for the creation of Content or facilitates its creation, Femtoplay may own that Content, in which case supplemental terms or disclosures will say that. If you pay to Femtoplay for creation of Content, you own that Content. You are solely responsible for all Content that you provide and warrant that you either own it or are authorized to grant Femtoplay the rights described in these Terms. You are responsible and liable if any of your Content violates or infringes the intellectual property or privacy rights of any third party. Content must comply with our terms which prohibit, among other things, discriminatory, obscene, harassing, deceptive, violent, age restricted, and illegal content. You agree that Femtoplay may make available services or automated tools to translate Content and that your Content may be translated using such services or tools. Femtoplay does not guarantee the accuracy or quality of translations and Members are responsible for confirming the accuracy of such translations.
11. Proof of Display. Femtoplay ad players fetch scheduled ads over internet and send to the player Operating System("OS") for display on the screen.Once the ad graphic is sent to the OS, the ad is assumed to be displayed. When the scheduled slot completes, Femtoplay ad player sends a message back to our server systems that the ad has been displayed. This system ensures there is minimal room for error and expensive means of validating display are not needed. In the rarest of rate cases, it may be possible that the screen is damaged but player OS continues to function. In that case, we may get erroneous results. Such cases are rare. However, our team continuously visits the locations to ensure displays are functioning properly.
12. Fees. Femtoplay may charge fees (and applicable Taxes) to Hosts and Advertisers for the right to use the Femtoplay Platform. More information about when service fees apply and how they are calculated can be found on our Payment Terms. Except as otherwise provided on the Femtoplay Platform, service fees are non-refundable. Femtoplay reserves the right to change the service fees at any time, and will provide Members notice of any fee changes before they become effective. Fee changes will not affect bookings made prior to the effective date of the fee change. If you disagree with a fee change you may terminate this agreement at any time pursuant to Section 13.b.
13. Femtoplay Platform Rules.
    1. Rules. You must follow these rules and must not help or induce others to break or circumvent these rules.
       • Act with integrity and treat others with respect
         • Do not lie, misrepresent something or someone, or pretend to be someone else.
         • Be polite and respectful when you communicate or interact with others.
         • Do not discriminate against or harass others.
       • Do not scrape, hack, reverse engineer, compromise or impair the Femtoplay Platform
         • Do not use bots, crawlers, scrapers, or other automated means to access or collect data or other content from or otherwise interact with the Femtoplay Platform.
         • Do not hack, avoid, remove, impair, or otherwise attempt to circumvent any security or technological measure used to protect the Femtoplay Platform or Content.
         • Do not decipher, decompile, disassemble, or reverse engineer any of the software or hardware used to provide the Femtoplay Platform.
         • Do not take any action that could damage or adversely affect the performance or proper functioning of the Femtoplay Platform
       • Only use the Femtoplay Platform as authorized by these Terms or another agreement with us
         • You may only use another Member’s personal information as necessary to facilitate a transaction using the Femtoplay Platform as authorized by these Terms.
         • Do not use the Femtoplay Platform, our messaging tools, or Members’ personal information to send commercial messages without the recipient’s express consent.
         • You may use Content made available through the Femtoplay Platform solely as necessary to enable your use of the Femtoplay Platform as an Advertiser or Host.
         • Do not use Content unless you have permission from the Content owner or the use is authorized by us in these Terms or another agreement you have with us.
         • Do not request, make, or accept a booking or any payment outside of the Femtoplay Platform to avoid paying fees, taxes or for any other reason.
         • Do not require or encourage Advertisers to open an account, leave a review, complete a survey, or otherwise interact, with a third party website, application or service before, during or after a Reservation, unless authorized by Femtoplay.
         • Do not engage in any practices that are intended to manipulate our search algorithm.
         • Do not book Host Services unless you are actually using the Host Services.
         • Do not use, copy, display, mirror or frame the Femtoplay Platform, any Content, any Femtoplay branding, or any page layout or design without our consent
       • Honor your legal obligations
         • Understand and follow the laws that apply to you, including privacy, data protection, and export laws.
         • If you provide us with someone else’s personal information, you: (i) must do so in compliance with applicable law, (ii) must be authorized to do so, and (iii) authorize us to process that information under our Privacy Policy.
         • Read and follow our Terms
         • Do not use the name, logo, branding, or trademarks of Femtoplay or others without permission
         • Do not use or register any domain name, social media handle, trade name, trademark, branding, logo, or other source identifier that may be confused with Femtoplay branding.
         • Do not offer Host Services that violate the laws or agreements that apply to you.
    2. Reporting Violations. If you believe that a Member, Listing or Content poses an imminent risk of harm to a person or property you should immediately contact local authorities before contacting Femtoplay. In addition, if you believe that a Member, Listing or Content has violated our terms you should report your concerns to Femtoplay. If you reported an issue to local authorities, Femtoplay may request a copy of that report. Except as required by law, you agree that we are not obligated to take action in response to any report.
    3. Copyright Notifications. If you believe that Content on the Femtoplay Platform infringes copyrights, please contact us.
14. Termination, Suspension and other Measures.
    1. Term. The agreement between you and Femtoplay reflected by these Terms is effective when you access the Femtoplay Platform (for example to create an account) and remains in effect until either you or we terminate the agreement in accordance with these Terms.
    2. Termination. You may terminate this agreement at any time by sending us an email. Femtoplay may terminate this agreement and your account for any reason or for no reason by giving you 30 days’ notice via email or using any other contact information you have provided for your account. Femtoplay may also terminate this agreement immediately and without notice and stop providing access to the Femtoplay Platform if you breach these Terms, you violate our Policies, you violate applicable laws, or we reasonably believe termination is necessary to protect Femtoplay, its Members, or third parties. If your account has been inactive for more than two years, we may terminate your account without prior notice.
    3. Member Violations. If (i) you breach these Terms, Policies (ii) you violate applicable laws, regulations, or third-party rights, or (iii) Femtoplay believes it is reasonably necessary to protect Femtoplay, its Members, or third parties; Femtoplay may, with or without prior notice:
       • suspend or limit your access to or use of the Femtoplay Platform and/or your account;
       • suspend or remove Listings, Reviews, or other Content;
       • cancel pending or confirmed bookings; or
       • suspend or revoke any special status associated with your account.
       For minor violations or where otherwise appropriate as Femtoplay determines in its sole discretion, you will be given notice of any intended measure by Femtoplay and an opportunity to resolve the issue. You may appeal actions taken by us under this Section by contacting customer service. If a Reservation is cancelled under this Section, the amount paid to the Host will be reduced in proportion by the amount we refund or otherwise provide to the Advertiser, and by any other costs we incur as a result of the cancellation.
    4. Legal Mandates. Femtoplay may take any action it determines is reasonably necessary to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, including the measures described above in Section 13.c.
    5. Effect of Termination. If you are a Host and terminate your Femtoplay account, any confirmed booking(s) will be automatically cancelled, and your Advertisers will receive a full refund. If you terminate your account as an Advertisers, any confirmed booking(s) will be automatically cancelled, and any refund will depend upon the terms of the Reservation’s cancellation policy. When this agreement has been terminated, you are not entitled to a restoration of your account or any of your Content. If your access to or use of the Femtoplay Platform has been limited, or your Femtoplay account has been suspended, or this agreement has been terminated by us, you may not register a new account or access or use the Femtoplay Platform through an account of another Member.
    6. Survival. Parts of these Terms that by their nature survive termination, will survive termination of this agreement, including Sections 2 through 26.
15. Modification. Femtoplay may modify these Terms at any time. When we make material changes to these Terms, we will post the revised Terms on the Femtoplay Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of any material changes by email at least 30 days before the date they become effective. If you disagree with the revised Terms, you may terminate this agreement immediately as provided in these Terms. If you do not terminate your agreement before the date the revised Terms become effective, your continued access to or use of the Femtoplay Platform will constitute acceptance of the revised Terms.
16. Resolving Complaints and Damage Claims. If a Member provides valid evidence that you, or your authorized representatives damaged the complaining Member’s real or personal property, or real or personal property the complaining Member is responsible for, including consequential damages, ("Damage Claim"), the complaining Member can notify Femtoplay and/or seek compensation by contacting us. You will be notified of the Damage Claim and given an opportunity to respond. If you agree to pay, or if the Damage Claim is escalated to Femtoplay and Femtoplay determines in its sole discretion that the Damage Claim is valid and you are responsible for the Damage Claim, Femtoplay via Femtoplay Payments can collect the amount of the Damage Claim from you. You agree that Femtoplay may seek to recover from you under any insurance policies you maintain and that Femtoplay may also pursue against you any remedies it may have available under applicable law, including referral of the matter to a collections agency, and/or pursuit of available causes of action and/or claims against you. You agree to cooperate in good faith, provide any information Femtoplay requests, execute documents, and take further reasonable action, in connection with Damage Claims, Member complaints, claims under insurance policies, or other claims related to your provision or use of Host Services.
17. Femtoplay’s Role. We offer you the right to use a platform that enables Members to publish, offer, search for, and book Host Services. While we work hard to ensure our Members have great experiences using Femtoplay, we do not and cannot control the conduct of Advertisers and Hosts. You acknowledge that Femtoplay has the right, but does not have any obligation, to monitor the use of the Femtoplay Platform and verify information provided by our Members. For example, we may review, disable access to, remove, or edit Content to: (i) operate, secure and improve the Femtoplay Platform (including for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Members’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) address Content that we determine is harmful or objectionable; (v) take actions set out in these Terms; and (vi) maintain and enforce any quality or eligibility criteria, including by removing Listings that don’t meet quality and eligibility criteria. Members acknowledge and agree that Femtoplay administers its terms, policies and standards, including decisions about whether and how to apply them to a particular situation, at its sole discretion. Members agree to cooperate with and assist Femtoplay in good faith, and to provide Femtoplay with such information and take such actions as may be reasonably requested by Femtoplay with respect to any investigation undertaken by Femtoplay regarding the use or abuse of the Femtoplay Platform. Femtoplay is not acting as an agent for any Member except for where Femtoplay Payments acts as a collection agent as provided in the Payments Terms.
18. Member Accounts. You must register an account to access and use many features of the Femtoplay Platform. Registration is only permitted for legal entities, partnerships and natural persons who are 18 years or older. You represent and warrant that you are not a person or entity barred from using the Femtoplay Platform under the laws of the United States, your place of residence, or any other applicable jurisdiction. You must provide accurate, current, and complete information during registration and keep your account information up-to-date. You may not register more than one account or transfer your account to someone else. You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third party. You are responsible and liable for activities conducted through your account and must immediately notify Femtoplay if you suspect that your credentials have been lost, stolen, or your account is otherwise compromised. If and as permitted by applicable law, we may, but have no obligation to (i) ask you to provide identification or other information, (ii) undertake checks designed to help verify your identity or background, (iii) screen you against third-party databases or other sources and request reports from service providers, and (iv) obtain reports from public records of criminal convictions or sex offender registrations or their local equivalents.
19. Disclaimer of Warranties. We provide the Femtoplay Platform and all Content “as is” without warranty of any kind and we disclaim all warranties, whether express or implied. For example: (i) we do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any Advertiser, Host, Host Service, Listing or third party; (ii) we do not warrant the performance or non-interruption of the Femtoplay Platform; and (iii) we do not warrant that verification, identity or background checks conducted on Listings or Members (if any) will identify past misconduct or prevent future misconduct. Any references to a Member or Listing being "verified" (or similar language) indicate only that the Member or Listing or Femtoplay has completed a relevant verification or identification process and nothing else. The disclaimers in these Terms apply to the maximum extent permitted by law. If you have statutory rights or warranties we cannot disclaim, the duration of any such statutorily required rights or warranties, will be limited to the maximum extent permitted by law.
20. Limitations on Liability. Neither Femtoplay (including its affiliates and personnel) nor any other party involved in creating, producing, or delivering the Femtoplay Platform or any Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) the use of or inability to use the Femtoplay Platform or any Content, (iii) any communications, interactions or meetings you may have with someone you interact or meet with through, or as a result of, your use of the Femtoplay Platform, or (iv) publishing or booking of a Listing, including the provision or use of Host Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Femtoplay has been informed of the possibility of such damage, even if a limited remedy set out in these Terms is found to have failed of its essential purpose. Except for our obligation to transmit payments to Hosts under these Terms, or make payments under the Femtoplay Host Damage Protection, in no event will Femtoplay’s aggregate liability for any claim or dispute arising out of or in connection with these Terms, your interaction with any Members, or your use of or inability to use the Femtoplay Platform, any Content, or any Host Service, exceed: (A) to Advertiser, the amount you paid as a Advertiser during the 1-month period prior to the event giving rise to the liability, (B) to Hosts, the amount paid to you as a Host in the 1-month period prior to the event giving rise to the liability, or (C) to anyone else, ten U.S. dollars (US$10). These limitations of liability and damages are fundamental elements of the agreement between you and Femtoplay. If applicable law does not allow the limitations of liability set out in these Terms, the above limitations may not apply to you.
21. Indemnification. To the maximum extent permitted by applicable law, you agree to release, defend (at Femtoplay’s option), indemnify, and hold Femtoplay (including Femtoplay Payments, other affiliates, and their personnel) harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your breach of these Terms (including any supplemental or additional terms that apply to a product or feature) or our Policies or Standards, (ii) your improper use of the Femtoplay Platform, (iii) your interaction with any Member, using Host Services, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use, (iv) your failure, or our failure at your direction, to accurately report, collect or remit Taxes, or (v) your breach of any laws, regulations or third party rights such as intellectual property or privacy rights.
22. Contracting Entities. Based on your country of residence or establishment and what you are doing on the Femtoplay Platform, Schedule 1 below sets out the Femtoplay entity with whom you are contracting. If we identify through the Femtoplay Platform, an Femtoplay entity other than the one set out on Schedule 1 as being responsible for a product, feature or transaction, the Femtoplay entity so identified is your contracting entity with respect to that product, feature or transaction. If you change your country of residence or establishment, the Femtoplay company you contract with (as set out on Schedule 1) and the applicable version of the Terms of Service will be determined by your new country of residence or establishment, from the date on which your country of residence or establishment changes.
23. United States Governing Law and Venue. If you reside or have your place of establishment in the United States, these Terms will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the arbitration agreement in Section 23 must be brought in state or federal court in Santa Clara, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Santa Clara, California.
24. United States Dispute Resolution and Arbitration Agreement.
    1. Application. This Arbitration Agreement only applies to you if your country of residence or establishment is the United States. If your country of residence or establishment is not the United States, and you nevertheless attempt to bring any legal claim against Femtoplay in the United States, this Arbitration Agreement will apply for determination of the threshold issue of whether this Section 23 applies to you, and all other threshold determinations, including residency, arbitrability, venue, and applicable law.
    2. Overview of Dispute Resolution Process. Femtoplay is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom this Section 23 applies: (1) an informal negotiation directly with Femtoplay’s customer service team (described in paragraph 23.3, below), and if necessary (2) a binding arbitration administered by the American Arbitration Association (“AAA”). You and Femtoplay each retain the right to seek resolution of the dispute in small claims court as an alternative to arbitration.
    3. Mandatory Pre-Arbitration Dispute Resolution and Notification. At least 30 days prior to initiating an arbitration, you and Femtoplay each agree to notify the other party of the dispute in writing and attempt in good faith to negotiate an informal resolution. You must send your notice of dispute to Femtoplay by mailing it to Femtoplay at the address provided in the ‘Contact Us’ page. Femtoplay will send its notice of dispute to the email address associated with your Femtoplay account. A notice of dispute must include: the party’s name and preferred contact information, a brief description of the dispute, and the relief sought. If the parties are unable to resolve the dispute within a 30-day period, only then may either party commence arbitration by filing a written Demand for Arbitration (available at www.adr.org) with the AAA and providing a copy to the other party as specified in the AAA Rules (available at www.adr.org).
    4. Agreement to Arbitrate. You and Femtoplay mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or any use of the Femtoplay Platform, Host Services, or any Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Femtoplay agree that the arbitrator will decide that issue.
    5. Exceptions to Arbitration Agreement. You and Femtoplay each agree that the following causes of action and/or claims for relief are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction (as defined by Section 22): (i) any claim or cause of action alleging actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim or cause of action seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack); or (iii) a request for the remedy of public injunctive relief; or (iv) any individual claim of sexual assault or sexual harassment arising from your use of the Femtoplay Platform or Host Services. You and Femtoplay agree that the remedy of public injunctive relief will proceed after the arbitration of all arbitrable claims, remedies, or causes of action, and will be stayed pending the outcome of the arbitration pursuant to section 3 of the Federal Arbitration Act.
    6. Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act governs all substantive and procedural interpretation and enforcement of this provision. The arbitration will be administered by the arbitrator in accordance with the Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules“) then in effect, except as modified here. The AAA Rules are available at www.adr.org. In order to initiate arbitration, a completed written demand (available at www.adr.org) must be filed with the AAA and provided to the other party, as specified in the AAA rules.
    7. Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Femtoplay agrees that any required arbitration hearing may be conducted, at your option: (a) in Santa Clara County, California; (b) via phone or video conference. If the amount in controversy is $5,000 or less, the parties agree to proceed solely on the submission of documents to the arbitrator.
    8. Modification of AAA Rules - Attorney’s Fees and Costs. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules. Either party may make a request that the arbitrator award attorneys’ fees and costs upon proving that the other party has asserted a claim, cross-claim or defense that is groundless in fact or law, brought in bad faith or for the purpose of harassment, or is otherwise frivolous, as allowed by applicable law and the AAA Rules.
    9. Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the AAA Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
    10. Jury Trial Waiver. You and Femtoplay acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
    11. No Class Actions or Representative Proceedings. You and Femtoplay acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative or consolidated proceeding. Unless we agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy, and only that claim, cause of action or requested remedy, will be severed from this agreement to arbitrate and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator.
    12. Severability. Except as provided in Section 23.k, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision will be severed and the remainder of the Arbitration Agreement will be given full force and effect.
    13. Changes to Agreement to Arbitrate. If Femtoplay changes this Section 23 after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject that change by sending us written notice (including by email) within 30 days of the date the change is effective to terminate your account. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Femtoplay (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and Femtoplay.
    14. Survival. Except as provided in Section 23.l and subject to Section 13.f, this Section 23 will survive any termination of these Terms and will continue to apply even if you stop using the Femtoplay Platform or terminate your Airbnb account.
25. India Dispute Resolution, Venue and Forum, and Governing Law. If you reside or have your place of establishment in India, this Section applies to you and these Terms will be interpreted in accordance with Indian law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. If you are acting as an individual consumer and if mandatory statutory consumer protection regulations in your country of residence contain provisions that are more beneficial for you, such provisions shall apply irrespective of the choice of Indian law. As an individual consumer, you may bring any judicial proceedings relating to these Terms before the competent court of Bengaluru, Karnataka,India or the competent court of Femtoplay’s place of business in US. If Femtoplay wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in Bengaluru,Karnataka,India. If you are acting as a business, you agree to submit to the exclusive jurisdiction of the Indian courts.
26. Intellectual Property

    Femtoplay Platform and the content posted herein which shall include but shall not be limited to pictures, branding, text, graphics, designs, brand logos, audio, video, interfaces and /or any other information, or the overall arrangement of content is protected and is owned, controlled or licensed by or to Femtoplay(hereinafter referred to as “Femtoplay IP”). You may not modify, publish, copy, transmit, transfer, sell, reproduce, modify create derivative works from, license, distribute, frame, hyperlink, download, repost, perform, translate, mirror, display or commercially exploit Femtoplay IP in any other way.

    The Member agrees that any feedback, comments, ideas, suggestions, information, or any other content which Member contributes to the Femtoplay Platform will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for Femtoplay to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works from, display worldwide, or act on such content without additional approval or consideration in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you waive any claim to the contrary. The Member represents and warrants that Member owns or otherwise controls all of the rights to the content that he/she may contribute to this Femtoplay Platform and that use of his/her content by Femtoplay shall not infringe upon or violate the rights of any third party.

27. Miscellaneous
    1. Other Terms Incorporated by Reference Our Policies, payment terms and other supplemental policies and terms linked to in these Terms apply to your use of the Femtoplay Platform, are incorporated by reference, and form part of your agreement with Femtoplay.
    2. Interpreting these Terms Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, and in-product disclosures, these Terms (including those items incorporated by reference) constitute the entire agreement between Femtoplay and you pertaining to your access to or use of the Femtoplay Platform and supersede any and all prior oral or written understandings or agreements between Femtoplay and you. These Terms do not and are not intended to confer any rights or remedies upon anyone other than you and Femtoplay. If any provision of these Terms is held to be invalid or unenforceable, except as otherwise indicated in Section 23.l above, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. Where the word “will” is used in these Terms it connotes an obligation with the same meaning as “shall.”
    3. No Waiver. Femtoplay’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
    4. Assignment. You may not assign, transfer or delegate this agreement or your rights and obligations hereunder without Femtoplay’s prior written consent. Femtoplay may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at its sole discretion, with 30 days’ prior notice.
    5. Notice. Unless specified otherwise, any notices or other communications to Members permitted or required under this agreement, will be provided electronically and given by Femtoplay via email, Femtoplay Platform notification, messaging service (including SMS and WhatsApp), or any other contact method we enable and you provide.
    6. Third-Party Services. The Femtoplay Platform may contain links to third-party websites, applications, services or resources (“Third-Party Services”) that are subject to different terms and privacy practices. Femtoplay is not responsible or liable for any aspect of such Third-Party Services and links to such Third-Party Services are not an endorsement.
    7. Google Terms. Some services on the Femtoplay Platform are powered by Google. Google disclaims all warranties related to the services, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.
    8. Apple Terms. If you access or download our application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement.
    9. Femtoplay Platform Content. Content made available through the Femtoplay Platform may be protected by copyright, trademark, and/or other laws of the United States and other countries. You acknowledge that all intellectual property rights for that Content are the exclusive property of Femtoplay and/or its licensors and agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices. You may not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit any Content accessed through the Femtoplay Platform except to the extent you are the legal owner of that Content or as expressly permitted in these Terms. Subject to your compliance with these Terms, Femtoplay grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view the Content made available on or through the Femtoplay Platform and accessible to you, solely for your personal and non-commercial use.
    10. Force Majeure. Femtoplay shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
    11. Emails and SMS. You will receive administrative communications from us using the email address or other contact information you provide for your Femtoplay account. Enrollment in additional email subscription programs will not affect the frequency of these administrative emails, though you should expect to receive additional emails specific to the program(s) to which you have subscribed. You may also receive promotional emails from us. No fee is charged for these promotional emails, but third-party data rates could apply. You can control whether you receive promotional emails using the notification preferences in your account settings. Please note that you will not be able to take advantage of certain promotions if you disable certain communication settings or do not have an Femtoplay account. In the U.S. if you consent to receive SMS (text messages) from us.
    12. Contact Us. If you have any questions about these Terms please contact us.