EULA TERMS

1. IDENTIFICATION

The Xplay platform, service and software (hereinafter “Xplay”) are offered and operated by Ludium Lab S.L., C/ Llauder 1, ent - 1A, 08003 Barcelona, Spain, contact email: contact@xplay.accesstwine.com (hereinafter the “Service Provider”), in its own responsibility, but for ACCESS Europe GmbH, Essener Str. 2-24, 46047 Oberhausen, Germany

2. LEGAL INFORMATION AND ACCEPTANCE OF THE XPLAY TERMS OF USE

This End User License Agreement (EULA), hereinafter “Terms of Use”, regulates the use of Xplay that the Service Provider makes available to users so they can fully enjoy the latest streaming games included on Xplay.

The access to and use of Xplay implies full and unconditional acceptance of these Terms of Use, published by the Service Provider at the time of access and/or use of the platform.

3. USERS

Users of Xplay must be over 16 years of age and, in case of being underage, must have the consent granted by their legal representatives to use Xplay. Please, make a responsible use of the time you spend playing on Xplay.

4. DATA PROTECTION AND PRIVACY

In order to check-in and create an account, users must provide personal registration information to use Xplay, such as the username, email or image to create an avatar. The Service Provider complies with the General (EU) 2016/679 Data Protection Regulation (hereinafter, “GDPR”) and other regulations that may be in force at all times, and ensures the correct use and processing of the user’s personal data, as detailed in the Service Provider’s Privacy Policy.

5. INTELLECTUAL AND INDUSTRIAL PROPERTY

Users must accept these Terms of Use before installing and using Xplay. These Terms of Use grant Users a non-exclusive and non-transferable license (hereinafter, the “License”) to use Xplay and certain software made available by the Service Provider for this purpose.

By accessing and/or using Xplay, the user accepts these Terms of Use and executes it at its own risk and responsibility.

5.1. Copyright

The Service Provider or its licensors are the owner of Xplay’s trade name, copyright and distribution rights. The copyright includes the “look and feel” of Xplay. This agreement is a license to use Xplay and respective software and does not imply a transfer of ownership of its rights.

In this sense, the Service Provider by itself or as an assignee, is the owner of all the intellectual and industrial property rights of Xplay or the games offered in it, as well as the appearance, style of the software and the elements contained therein (for instance, images, sound, audio, video, software or texts; trademarks or logos, color combinations, structure and design, selection of used materials, computer programs necessary for its operation, access and use, etc.), owned by the Service Provider or its licensors. Under the provisions of copyright law, the reproduction, distribution and public communication, including its method of making available, of all or part of the contents of, for commercial purposes, in any medium, are expressly prohibited, and by any technical means, without the authorization of the Service Provider or its licensors.

The user agrees to respect the intellectual and industrial property rights owned by the Service Provider and its licensors. Unless expressly authorized, the Service Provider does not grant any type of license or permission to use in relation to its intellectual and industrial property rights or any other property or right associated with Xplay.

Except as allowed by law, the user is not allowed to change, deconstruct, disassemble or decompile Xplay, which includes the use of any current or future technology, and must refrain from deleting, altering, evading or manipulating any protection device or security system that was installed in an application provided by the Service Provider.

5.2. Third Party Applications and Devices

Xplay is integrated or may, in any other way, interact with third party applications, websites and services and third party devices (“Third Party Applications and Devices”) to make Xplay available to users. These Third Party Applications and Devices may have their own terms and conditions of use and privacy policies, and any use of these Third Party Applications and Devices will be governed by and subject to such terms and conditions and privacy policies. The user understands and accepts that the Service Provider neither subscribes to nor is responsible for the behaviors, features or contents of the Third Party Applications or Devices or any legal business that a user may enter into with the provider of any of these Third Party Applications and Devices, nor does the Service Provider guarantee the compatibility or continued compatibility of Third Party Applications and Devices with Xplay.

6. USE OF THE XPLAY

Any use of Xplay must at all times be in accordance with these Terms of Use. The user commits to make a diligent and responsible use of Xplay and not to cause any damage to the physical and logical systems used to provide Xplay, to introduce or spread computer viruses or any other physical or logical systems that are likely to cause the aforementioned damage.

The user does not have permission, nor will grant permission to third parties (with the exceptions imposed by local laws) to:

7. TERMS AND CONDITIONS OF SALE

7.1. Enjoy Xplay

This section contains information about the different options available to enjoy Xplay.

7.1.1 Service Options

When a user creates a Xplay account, the Service Provider will explain the service options (the “Service Options”) available, which functionality they include and their respective pricing. Certain Service Options are offered free of charge, while other Service Options require payment before users can access them (“Paid Subscriptions”). Service Options might be offered by third parties, as indicated within Xplay accordingly, and the Service Provider is not responsible for Service Options provided by such third parties.

7.1.2 Third-Party Services

Xplay offers to its users a “Free to Play” access to third-party games that are not related to the Service Provider. That means that Xplay may contain links or facilitate access to third-party websites and platforms. Xplay which may also collect, use and share information about users and their devices and their usage of the game while you are on that third party site. The Service Provider’s terms and conditions and privacy policies do not cover nor regulate nor control any third-parties’ products, actions or services. For more information about third-party practices, please consult their own terms and conditions and privacy policies.

If users access third party sites through Xplay, they do it freely and without any responsibility for the Service Provider. The Service Provider reserves the right to terminate access to third-party websites or platform through Xplay, as well as the provision of any or all content provided through it at any time and without notice, for technical, security, maintenance or power failure reasons or any other reasonable cause. Accordingly, the Service Provider does not guarantee the reliability, availability or continuity of a third party site or its content, so that the use of them by users is done at their own risk, and the Service Provider cannot be held accountable for the discontinuance or unavailability of such services. In accordance with the above, the Service Provider is in no way responsible for any damages caused and disclaims any and all warranties.

7.2. Payments, Cancellations and Period of Reflection (Right of Withdrawal)

7.2.1. Billing

Users may purchase a Paid Subscription directly from within Xplay in accordance with the offered Service Options. The Service Provider may change the price of Paid Subscriptions, including recurring subscription fees, at any time. Price changes will apply at the start of the next subscription period following the date the price change is made. To the extent permitted by applicable law, a user’s continued use of Xplay after the price change takes effect will constitute acceptance of the new price. If a user does not agree to the price change, the user has the right to reject the change by unsubscribing from the Paid Subscription before the price change becomes applicable.

If a user purchases a Paid Subscription, the user authorizes the Service Provider to automatically charge him or her each month until the user cancels.

7.2.2. Right of Withdrawal

The user is hereby informed that he or she has a right of withdrawal, as detailed in Annex I to these Terms of Use. The user understands that the right of withdrawal is forfeited once he or she has used a part of Xplay that requires a Paid Subscription during such period.

7.2.3. Renewal; Cancellation

Xplay subscriptions will automatically renew at the end of the relevant subscription period, unless a user cancels the Paid Subscription before the end of the relevant subscription period. The cancellation will take effect from the day following the last day of the then current subscription period.

8. EXCLUSION OF GUARANTEES AND LIABILITY

8.1. Restriction and Cancellation of Access to Xplay

The Service Provider is allowed to restrict the access of a user to his or her Xplay account in case of a breach of an obligation by the user under these Terms of Use, and is allowed to cancel a user’s account for good cause. Good cause shall be deemed to exist in particular if one party breaches obligations, laws, rights of third parties or data protection guidelines resulting from these Terms of Use and the terminating party cannot reasonably be expected to continue the contractual relationship until the agreed termination date or until the expiry of a notice period, taking into account all circumstances of the individual case and after weighing the interests of both parties. Termination for good cause is only possible within a reasonable time frame after becoming aware of the breach. If the good cause is a breach of an obligation under these Terms of Use, termination shall only be permitted after the unsuccessful expiry of a granted remedy period or after an unsuccessful warning. However, a remedial period and a warning are not required if the other party seriously and finally refuses to fulfil its obligations or if, after weighing the interests of both parties, special circumstances justify immediate termination.

8.2. Limitation of Liability

The Service Provider shall only be liable towards users in accordance with the statutory provisions for damage arising from injury to life, limb or health; in the event of intent; in the event of gross negligence.

The Service Provider is not liable for any interruption of the availability of Xplay, errors, malfunctions and, in general, any other problem arising from causes beyond the Service Provider’s reasonable control and/or related to willful misconduct or intent, fault or negligence of the users (including any use of Xplay inconsistently with these Terms of Use), and/or due to force majeure.

All liability of the Service Provider is excluded for damages of any kind that may result from the presence of viruses or the presence of other harmful elements in the content that may cause alterations in the computer systems, as well as in documents or other systems stored in Xplay. The Service Provider is not responsible, in any case, for damages of any nature that may cause, for instance, errors or omissions in the contents, unavailability of Xplay’s service or the transmission of viruses or malicious or harmful programs in the contents, despite having taken all the necessary technological measures to avoid it. The Service Provider will pursue the breach of these conditions as well as any improper use of the Xplay service, exercising all civil and criminal actions that may be applicable by law.

9. MODIFICATION OF THESE TERMS OF USE

The Service Provider may need to update these Terms of Use from time to time to correctly and accurately reflect Xplay’s features and functionality, and/or to comply with applicable law. The Service Provider will only make changes if these Terms of Use are no longer appropriate or if they are incomplete, and only if the changes are reasonable in light of users’ interests or if the changes are necessary for safety or to comply with applicable law.

The Service Provider will give users at least 30 days' notice (for example, by email or via Xplay) before making any changes to these Terms of Use, unless the changes are required by law. Users will then be given the opportunity to review them before they take effect. The Service Provider’s notice will inform users of this 30-day period and what it means. Once updated Terms of Use come into effect, users will be bound by them if they continue to use Xplay.

If a user no longer wishes to use Xplay under a new version of these Terms of Use, he or she may cancel the user account by contacting the Service Provider. In the event that a user has received a subscription in a Trial Period or a Paid Subscription through a third party, the user must cancel the Paid Subscription through such third party.

10. APPLICABLE LEGISLATION AND JURISDICTION

The agreement between the Service Provider and a user shall be governed exclusively by the laws of the laws of Spain to the exclusion of the UN Convention on Contracts for the International Sale of Goods and conflict of laws provisions. If the user is a consumer, mandatory statutory consumer protection provisions under the law of the state in which the consumer has his habitual residence shall remain unaffected. The exclusive place of jurisdiction for all disputes arising from or in connection with this agreement shall be Barcelona, Spain, provided that the user does not have a general place of jurisdiction in Spain or in another EU member state, his or her permanent place of residence has been moved abroad after these Terms of Use came into force or the place of residence or usual abode is not known at the time the action is brought.

ANNEX I. Information Concerning the Exercise of the Right of Withdrawal

Right of Withdrawal

You have the right to withdraw from the agreement between Ludium Lab S.L. and you within 14 days without giving any reason. The withdrawal period will expire after 14 days from the day of the conclusion of the contract.

To exercise the right of withdrawal, you must inform Ludium Lab S.L., C/ Llauder 1, ent - 1A, 08003 Barcelona, Spain, contact email: contact@xplay.accesstwine.com, of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post or email). You may use the attached model withdrawal form, but it is not obligatory.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

Annex II. Model Withdrawal Form

(complete and return this form only if you wish to withdraw from the contract)

To Ludium Lab S.L., C/ Llauder 1, ent - 1A, 08003 Barcelona, Spain:

I/We hereby give notice that I/We withdraw from my/our contract for the provision of the following service:

Ordered on:

Name of consumer(s):

Address of consumer(s):

Signature of consumer(s) (only if this form is notified on paper):

Date: