These Terms of Use (hereinafter referred to as "Terms") govern your access to and use of our services, specifically our In-Game Advertising (IGA) and Search Engine Optimization (SEO) advertising placement services (collectively referred to as the "Services"). These Services are provided by NexPlay Limited, with its registered office located at 6/F Manulife Place 348 Kwun Tong Road HK. ("NexPlay," "we," "us," or "our"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.

1. Right to Access and Use the Services

NexPlay grants you a limited, non-exclusive, non-transferable, and revocable license to access and use our Services, subject to these Terms. This license is strictly for the purpose of utilizing our IGA and SEO advertising placement services as described in these Terms. You do not acquire any ownership rights in the Services, the advertising platforms, or any underlying technology. All intellectual property rights, including but not limited to copyrights, trademarks, and patents related to the Services, remain with NexPlay or its licensors.

We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without prior notice. This may be due to technical updates, changes in advertising partnerships, or regulatory requirements. You acknowledge that NexPlay may, at its sole discretion, update, improve, or alter the Services, and such changes may be implemented without seeking your consent. It is your responsibility to ensure that your use of the Services complies with all applicable laws, rules, and regulations, both in Hong Kong and any other jurisdiction where you access the Services.

2. Privacy and Data Collection

Your use of the Services is subject to our Privacy Policy, which details how we collect, use, and share your data in the context of IGA and SEO advertising. By using our Services, you consent to the collection and processing of your data as described in the Privacy Policy. We collect data related to your advertising campaigns, such as target audience demographics, website traffic data for SEO, and in-game user behaviour for IGA. This data is used to optimize your advertising placements, improve the effectiveness of your campaigns, and provide you with better service.

We may use cookies, pixels, and other tracking technologies to enhance the performance of our Services. These technologies help us analyze user behaviour, measure the success of advertising campaigns, and deliver targeted advertising. For more information, please review our Cookie Policy. You have the option to manage your cookie preferences through your browser settings, but please note that some features of the Services may be affected if you disable certain cookies.

3. Restrictions on Use

In connection with your use of the Services, you agree not to:

· Legal and Ethical Violations: Engage in any activity that violates applicable laws, regulations, or these Terms. This includes but is not limited to laws related to advertising standards, data protection, and intellectual property rights in Hong Kong and other relevant jurisdictions.

· Prohibited Content: Use the Services to distribute, promote, or link to content that is illegal, defamatory, obscene, or infringes on the rights of third parties, including intellectual property rights. For example, you cannot use our IGA or SEO services to promote counterfeit products or content that contains false or misleading information.

· Technical Tampering: Attempt to reverse-engineer, decompile, or disassemble any part of the Services, or otherwise attempt to obtain the source code of our advertising platforms. This also includes any attempt to bypass our security measures or interfere with the normal operation of the Services.

· Unauthorized Data Access: Automated systems, such as bots or scrapers, can be used to to access or extract data from the Services without our prior written consent. We use data for the sole purpose of providing and improving our Services, and unauthorized data collection can disrupt our operations and violate user privacy.

· Service Disruption: Interfere with or disrupt the operation of the Services, including but not limited to introducing viruses, malware, or other harmful code. This can cause damage to our advertising platforms, affect the performance of your campaigns, and harm other users.

· Unauthorized User Data Collection: Use the Services to collect or harvest personal information about other users without their consent. Respecting user privacy is a top priority, and any unauthorized collection of personal data is strictly prohibited.

· False Representation: Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity. This can mislead users and damage the reputation of NexPlay and other legitimate advertisers.

· Unapproved Commercial Use: Use the Services for any commercial purpose not expressly permitted in these Terms. This includes using our Services to promote your own advertising business without our written consent or using the advertising space for purposes other than those agreed upon in your advertising contracts.

4. Intellectual Property Rights

All content, trademarks, logos, and other intellectual property displayed on or through the Services are the property of NexPlay or its licensors. You are not permitted to use, reproduce, modify, distribute, or create derivative works based on any content from the Services without our prior written consent. This includes but is not limited to our advertising templates, analytics tools, and any unique features of our IGA and SEO platforms.

If you believe that your intellectual property rights have been infringed by any content on our Services, please contact us with the following information:

· A detailed description of the copyrighted work or intellectual property that you claim has been infringed.

· A description of where the infringing material is located on our Services, including specific URLs or in-game locations for IGA.

· Your contact information, including your name, address, telephone number, and email address.

· A statement that you have a good-faith belief that the use of the material is not authorized by the intellectual property owner, its agent, or the law.

· A statement, made under penalty of perjury, that the information in your notice is accurate and that you are the intellectual property owner or authorized to act on behalf of the owner.

5. Limitation of Liability

To the fullest extent permitted by law, NexPlay and its affiliates, officers, directors, employees, and agents shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of the Services. This includes, but is not limited to, damages for loss of profits, data, or other intangible losses, even if NexPlay has been advised of the possibility of such damages.

The Services are provided "as is" and "as available," without any warranties of any kind, either express or implied. NexPlay does not guarantee that the Services will be uninterrupted, error-free, or free from viruses or other harmful components. We do not guarantee the specific results of your advertising campaigns, such as increased website traffic for SEO or higher user engagement for IGA. The success of your advertising campaigns depends on various factors beyond our control, such as market conditions, user behaviour, and the quality of your advertising content. You agree that your use of the Services is at your own risk.

6. Indemnification

You agree to indemnify, defend, and hold harmless NexPlay, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Services, your violation of these Terms, or your infringement of any third-party rights, including intellectual property rights. This means that if a third party sues us because of your actions related to the use of our Services, you will be responsible for covering our legal costs and any damages we may be ordered to pay.

7. Third-Party Links and Services

Our Services may contain links to third-party websites, applications, or services that are not owned or controlled by NexPlay. For example, in the context of SEO, we may use third-party analytics tools, and in IGA, we may partner with game developers. We do not endorse or assume any responsibility for the content, privacy policies, or practices of any third-party sites or services. Your use of third-party sites or services is at your own risk, and you should review the terms and conditions and privacy policies of those third parties before using their services.

8. Termination

NexPlay reserves the right to terminate or suspend your access to the Services at any time, with or without notice, for any reason, including but not limited to your violation of these Terms. If we discover that you have been using our Services in violation of the law, for example, promoting illegal products through IGA or engaging in unethical SEO practices, we may terminate your account immediately. Upon termination, your right to use the Services will immediately cease, and you must cease all use of the Services and any content obtained through them.

9. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Hong Kong, without regard to its conflict of law principles. Any disputes arising out of or related to these Terms or your use of the Services shall be resolved exclusively in the courts of Hong Kong, and you hereby consent to the jurisdiction of such courts. This means that if you have a legal dispute with us, it will be resolved in Hong Kong's legal system.

10. Changes to the Terms

We reserve the right to modify or update these Terms at any time. Any changes will be effective immediately upon posting the revised Terms on our website. Your continued use of the Services after the posting of the revised Terms constitutes your acceptance of the changes. We encourage you to review these Terms periodically to stay informed about any updates. This is important as changes to the Terms may affect your rights and obligations when using our Services.

11. Compliance with Hong Kong Laws

As a Hong Kong-based company, NexPlay is committed to complying with all applicable laws and regulations in Hong Kong. You agree to use the Services in compliance with all local, national, and international laws, including but not limited to the Personal Data (Privacy) Ordinance (Cap. 486) and the Hong Kong Copyright Ordinance (Cap. 528). Any use of the Services that violates these laws may result in immediate termination of your access to the Services and may be reported to the relevant authorities.

12. Prohibited Activities

In addition to the restrictions outlined in Section 3, you agree not to engage in any of the following activities while using the Services:

· Gambling and Illegal Betting: Use the Services to engage in any form of gambling or illegal betting activities, as defined under Hong Kong law. This includes using IGA to promote online gambling platforms or using SEO to target keywords related to illegal betting.

· Money Laundering and Financial Fraud: Use the Services to promote or facilitate any form of money laundering or financial fraud. Our Services should not be used to hide the origin of illegal funds or to deceive consumers through false financial advertising.

· Hate Speech and Discrimination: Use the Services to distribute or promote content that incites violence, hatred, or discrimination against any individual or group based on race, religion, gender, sexual orientation, or other protected characteristics. This applies to both IGA and SEO content.

· Harm to Minors: Use the Services to engage in any activity that could harm minors or exploit them in any way. For example, you cannot use IGA in games popular among minors to promote inappropriate products or use SEO to target minors with harmful content.

13. User-Generated Content

If the Services allow you to submit advertising content for IGA or SEO purposes ("User-Generated Content"), you retain ownership of any intellectual property rights that you hold in that content. However, by submitting User-Generated Content, you grant NexPlay a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, and display such content in connection with the Services. This license allows us to use your content to provide the advertising services you have contracted for, such as placing your ads in games or optimizing your website content for search engines.

You are solely responsible for any User-Generated Content you submit, and you represent and warrant that you have all necessary rights to grant the above license. You must ensure that your content does not violate any laws, regulations, or the rights of third parties. NexPlay reserves the right to remove or modify any User-Generated Content that violates these Terms or is otherwise deemed inappropriate. For example, if your IGA content contains offensive language or your SEO content uses black-hat techniques, we may remove or modify it.

14. Advertising and Promotions

NexPlay may display its own promotional materials or third-party advertisements within the Services, for example, in our analytics dashboards or on the platforms we use for IGA and SEO. These advertisements may be targeted based on your use of the Services, such as the type of advertising campaigns you run or the industries you are in. By using the Services, you consent to the display of such advertisements. NexPlay is not responsible for the content of third-party advertisements or the products or services offered therein.

If you choose to participate in any promotions or contests offered through the Services, you agree to comply with the specific rules and terms applicable to such promotions or contests. These rules will be clearly stated when the promotion or contest is announced, and you are expected to abide by them.

15. Contact Information

If you have any questions or concerns about these Terms or our Services, please contact us at [email protected] or at the address provided in the title of these Terms. Our support team is available to assist you with any issues related to your use of the Services, including questions about advertising campaigns, data privacy, or compliance with the Terms.