MAXTREE END USER LICENSE AGREEMENT

LAST UPDATE: March 5, 2026

MAXTREE Standard License

Note: This license terms summary is for reference only and is not legally binding. Please note that the complete MAXTREE End User License Agreement (“EULA”) below explains the MAXTREE Standard License and is legally binding.

You may:

Use the content in personal and commercial projects.
Use the content for project development in permitted fields, including games, film/TV, advertising, architectural design, non-physical digital art creation, online exhibitions and showcases, etc.
Freely distribute rendered linear media projects (such as video files, images, pictures, illustrations, and other visual works).
Distribute projects to end users where the content is included as a dependency (only object/target code may be provided; technical measures must be taken to restrict users from extracting the content; source files must not be provided).
Engage third parties to promote and distribute projects on your behalf (you must ensure the third party complies with these license terms, and you bear joint and several liability for the third party’s actions).
Create derivative works based on the content in accordance with this license and own all lawful rights to the derivative works (use of derivative works remains subject to this license).

You may not:

Use the content beyond the selected license tier, or beyond the scope/term of the license.
Use the content for AI training, NFT minting/trading, physical merchandise production (e.g., figurines, toys), trademark registration, illegal purposes, or special fields such as military, medical, aerospace, etc. without prior written permission.
Reverse engineer, decompile, translate, disassemble, crack, or otherwise attempt to obtain source code, raw data, core algorithms, etc. from the content.
Sell, rent, lease, or transfer the content on a standalone basis (you may only distribute the content as part of a project).
Allow any third party to incorporate the content into its own products, services, or other projects, or provide any channel enabling a third party to export, extract, download, or use the content independently.
Sell, rent, distribute, or otherwise make available modified licensed content or derivative works on a standalone basis; or license them to affiliates/third parties for their own independent projects; nor may you re-license them to others.
Use code or content extracted from licensed products as training input or prompt input for any generative AI program (except programs that only organize, categorize, generate tags for, or arrange existing content without creating new content).
Combine, distribute, or use the content obtained under this license with code/content governed by copyleft licenses such as GPL, LGPL (except dynamic linking to shared libraries), CC BY-SA, etc.
Remove, delete, conceal, or alter any rights notices on licensed products or third-party content (e.g., copyright notices, trademark notices, license identifiers).
Use the content to engage in activities that endanger national security, harm the public interest, or infringe others’ lawful rights, or for unauthorized commercial promotion, spam marketing, etc.
Use the content alone for promotion, or use MAXTREE’s trademarks/logos, without MAXTREE’s written permission.
Assign, transfer, mortgage, pledge, subcontract, or gift any rights or obligations under this license without MAXTREE’s prior written consent.

MAXTREE End User License Agreement

Sichuan Maishicui Digital Technology Co., Ltd. (hereinafter “MAXTREE” or “we”) operates maxtree.org.cn and maxtree.org, providing services to its customers, shareholders, and others interested in Maxtree (collectively or individually “you,” “user,” or “customer”). All content on this website, such as text, graphics, logos, button icons, audio clips, images, digital downloads, data compilations, and software, is owned by Maxtree and protected by international copyright laws.

[Important Notice] This Agreement is a legal document defining your (the “User”) rights and obligations regarding use of the MAXTREE store, products, and related services (including services accessed/purchased through licensed products; collectively, the “Services”). By accessing the MAXTREE store, downloading/using products, or otherwise indicating acceptance of this Agreement, you agree to be bound by all terms of this Agreement. If you do not agree, do not access the MAXTREE website or download/use any products or services.

Key Terms

By accepting this Agreement, you also agree to MAXTREE’s Privacy Policy (https://maxtree.org/privacy-policy/) and Terms and Conditions (https://maxtree.org/terms-and-conditions/). These policies are incorporated into and have the same effect as this Agreement. If they conflict with this Agreement, this Agreement prevails.
You and MAXTREE agree that disputes arising from this Agreement, products, or services shall be resolved primarily through individual arbitration (see Part Ten). You voluntarily waive the right to class actions/class arbitration. MAXTREE agrees to pay good-faith arbitration fees up to a total of USD 10,000 (subject to the arbitral award).
The contracting party must have reached the legal age of majority in their place of residence. Minors must have a parent/legal guardian accept and sign this Agreement (or otherwise indicate acceptance). You bear full legal and financial responsibility for your own actions and those of authorized account users.
Products under this Agreement are licensed, not sold. You do not obtain any property/ownership or exclusive rights in the products; you only receive the limited usage rights expressly granted herein.
This Agreement is governed by the laws of the People’s Republic of China (excluding Hong Kong, Macau, and Taiwan), while also taking into account mandatory laws in the user’s country/region. If any term conflicts with mandatory local law, that mandatory law prevails (without affecting the validity of other terms).

I. License Grant

1.1 Standard Product License

MAXTREE operates the MAXTREE website (the “Platform”). You may add products to your cart by purchasing a license or obtaining them for free. Each act of adding a product after completing payment (or claiming a free product) constitutes a “Transaction.” Upon completion of each Transaction, you enter into (or reaffirm) this Agreement with MAXTREE.

Unless otherwise provided in Section 1.2, MAXTREE grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the products and related services only for the purposes permitted by this Agreement (individual/commercial use depends on the license tier). This license is subject to all terms of this Agreement, which you must strictly comply with.

The product license becomes effective upon your acceptance of this Agreement and lasts until the earliest of: (a) you terminate this Agreement, (b) MAXTREE terminates this Agreement in accordance with law, or (c) the product’s copyright expires. The license does not grant you any property/ownership or other exclusive rights in the licensed products.

In rare cases, after you complete a Transaction, a product may become unavailable for download/access from the MAXTREE store due to updates, delisting, copyright expiration, compliance adjustments, etc. Please back up downloaded product files promptly. MAXTREE has no obligation to provide replacements, compensation, or refunds in such cases, but will notify you via your registered email 7 business days in advance (except for free products).

1.2 Content License Grant

(1) License Tiers

Content is offered in tiers: Free, Indie, Pro, Enterprise, and Custom. You must select the applicable tier before the Transaction and meet the eligibility requirements. If you purchase a tier for which you are not eligible, MAXTREE may require you to pay the price difference or unilaterally terminate the license and refund the amount paid (minus reasonable fees for the period of use):

Free: Free authorization allowing individuals or entities to use MAXTREE products for commercial or non-commercial purposes.
Indie: Only for individuals/small teams with total revenue not exceeding USD 100k in the past 12 months. This license grants rights to a single entity only and does not extend to affiliates, partners, subsidiaries, and/or entities with the same parent company name but different office locations.
Pro: Only for teams with total revenue not exceeding USD 250k in the past 12 months. This license grants rights to a single entity only and does not extend to affiliates, partners, subsidiaries, and/or entities with the same parent company name but different office locations.
Enterprise: Only for entities with total revenue exceeding USD 250k in the past 12 months. Content may be distributed to partners only for co-production or producing on your behalf, and requires a written agreement obligating collaborators to delete the content after the collaboration ends.
Custom: For entities needing modified terms and customized scope for commercial purposes. May be project-specific, annual, or worldwide exclusive; details, permissions, and fees must be separately agreed in writing with MAXTREE.

[Supplementary Terms]

Tier change: If during use your revenue/scale exceeds the current tier limit, you must contact MAXTREE within 30 days to upgrade; otherwise it constitutes a breach and MAXTREE may terminate the license and pursue liability.
Total revenue: Includes all revenue such as advances, fundraising, project proceeds, copyright income, etc.

(2) Standard Content License

After you complete a Transaction for a tier you are eligible for, MAXTREE will grant you the Standard License (as defined in Section 2.1.1). You may use the licensed content under this Agreement. Without MAXTREE’s written consent, you must not use the content beyond the licensed scope.

1.3 Ownership

Except for rights in the content itself, you own all lawful rights in any derivative works you create using the content under this Agreement; however, use of derivative works remains subject to this Agreement and must not exceed the licensed scope.
MAXTREE retains ownership and all intellectual property rights in the content itself (including but not limited to copyright, trademarks, patents, trade secrets, etc.). You may not claim any rights in the content itself.
If your derivative works include MAXTREE’s trademarks or logos, you must obtain MAXTREE’s prior written permission before using them.

II. Using and Sharing Content Under the Standard License

2.1 Developing Projects Using the Content

(1) Definition of “Standard License”

The “Standard License” grants you a non-exclusive, non-transferable license to privately use, copy, display, perform, and modify the content under this Agreement, strictly limited as follows:

✅ Permitted fields: games, film/TV, advertising, architectural design, non-physical digital art creation, online exhibitions/showcases, and other commercial and non-commercial uses (depending on license tier).

❌Prohibited fields: AI training, NFT minting/trading, physical merchandise production (e.g., figurines, toys), trademark registration, illegal purposes, and any other uses expressly prohibited by this Agreement (unless otherwise agreed).

Provided you comply with this Agreement and applicable laws/regulations, you may use the content under the Standard License. If you need to share content/derivative works, you must strictly comply with Section 2.2.

(2) Re-downloading Content

After completing a Transaction, you may download content from the MAXTREE website. MAXTREE may offer re-download services for certain content but does not guarantee permanent download/access rights. Delisting reasons include but are not limited to outdated content, product updates, copyright expiration, and compliance adjustments. You must back up purchased content files yourself, and MAXTREE bears no liability. If you are unable to download purchased content due to MAXTREE’s intentional misconduct or gross negligence, MAXTREE may provide substitute products of equal value or refund the amount paid (minus reasonable fees for the period of use).

2.2 Sharing Projects You Create With the Content

(1) Definition of “Project”

Any outcome you create using licensed content under the Standard License, or by combining licensed content with other licensed products/content (regardless of the proportion of use), is a “Project.” You may distribute Projects only as expressly permitted herein. “Distribute” means providing copies of a Project to the public/other individuals/entities, or making Project functionality available online.

(2) Distribution of Linear Media Projects

Subject to Part Three (“Content Use Restrictions”), you may freely distribute rendered linear media projects. Linear media must be an irreversible final pixel output from which 3D geometry data cannot be extracted, including but not limited to:

Rendered video files (broadcast/streaming videos, animation, films, commercials, etc.);
Visual works such as images, pictures, and illustrations created using the content.

(3) Distribution of Other Projects

Subject to Part Three (“Content Use Restrictions”), you may distribute Projects that include the content as a dependency to end users, provided that:

End users may only use the content in the Project in object/target code form; you must not provide source files to end users.
You must take reasonable technical/administrative measures (e.g., encryption, access controls) to prevent end users from extracting the content or using it outside the Project.
You may commission third parties to promote/distribute Projects on your behalf (e.g., via distributors/publishers distributing a video game containing the content), but you must ensure they comply with this Agreement and you bear joint and several liability for their actions.
You and end users may use content included in the Project in promotional materials for the Project, but you must not use the content alone for promotion (unless you have MAXTREE’s written permission).
If the Project is distributed globally, you must ensure use of the Project and content complies with local laws/regulations (e.g., data security, IP protection). You bear liability for violations of local law.

2.3 Sharing Content With Collaborators

Under the Standard License, you may not distribute content to third parties on a standalone basis. However, the Enterprise license allows you to distribute licensed content to collaborators provided that:Collaborators act in good faith and use the content only to jointly develop Projects with you or develop Projects on your behalf.

Collaborators may not further distribute the content (including incorporating it into their own projects).
When the content is no longer needed for Project development, collaborators must delete all copies (including backups).
You must sign a written agreement with collaborators specifying obligations and breach liability, and you bear full responsibility for losses caused by collaborators’ violations.

2.4 Rights Constraints on Derivative Content

Derivative content created by modifying or adapting licensed content remains subject to the original authorization and must not exceed the licensed scope:

Only the authorized licensee may use it; it does not include affiliates, parent companies, subsidiaries, branches, or group companies (unless MAXTREE grants written permission).
Only collaborators directly assisting as necessary for the Project may make limited use within the Project scope; they must not exceed the Project purpose and must not re-license to others.
Derivative products must not be sold/rented/distributed on a standalone basis; they may only be distributed together as part of your Project.

III. Content Use Restrictions

3.1 Incompatible Licenses

You must not (and must not allow others to) combine, distribute, or use content licensed under the Standard License with code/content governed by other licenses that directly or indirectly require the content to be subject to terms outside this Agreement (“copyleft” licenses).

Typical prohibited licenses include: GNU General Public License (GPL), GNU Lesser General Public License (LGPL) (except dynamic linking to shared libraries), and Creative Commons Attribution-ShareAlike (CC BY-SA). If you are unsure whether a license is compatible, contact MAXTREE in advance.

3.2 General Restrictions

For any content licensed to you under the Standard License, you must not:

Attempt to reverse engineer, decompile, translate, disassemble, crack, or obtain source code, raw data, core algorithms, etc.
Sell, rent, lease, or transfer the content in an “independent manner” (i.e., sell/rent it as a standalone asset rather than as part of a Project; the distributed Project must reasonably add value, and the content must be a component rather than the main focus).
Allow any third party to incorporate the content into its own products/services/projects (e.g., providing content in level editors, templates, modeling tools, or other tools that allow exporting works).
After modifying/adapting/creating derivative content, provide any channel for third parties to export/extract/download/use the content independently, or allow third parties to use it for their own independent projects.
Allow derivative content to be used outside the purchasing licensee and its internal team directly serving it; headquarters/parent/subsidiaries/affiliates and any third party must not use it for independent projects; you must not re-authorize/transfer/license others; and you must not sell/rent/distribute it standalone or provide it externally as a resource library.
Use licensed products in any way that causes MAXTREE or any third party to incur costs, or infringes/violates third-party rights (including IP, publicity rights, privacy rights, portrait/likeness rights, etc.).
Remove, delete, conceal, or alter any rights notices (e.g., copyright, trademark, license identifiers).
Use code/content extracted from licensed products as training input or prompt input for any generative AI program (meaning AI/ML technologies intended to automatically generate or assist in creating new content), except programs that only organize/categorize/tag/arrange existing content without creating new content. Such operations must be performed internally and offline, and it is strictly prohibited to upload such categorized datasets to any third-party cloud or AI service platform.
Use content in violation of applicable laws/regulations/rules or this Agreement, or use it to endanger national security, harm public interest, or infringe others’ lawful rights.
Use content across license tiers or beyond the licensed scope/term.
Use content for unauthorized commercial promotion, spam marketing, etc.
Use content in special fields such as military, medical, aerospace without MAXTREE’s written permission.

IV. Parties and Relationship

4.1 Amendments

MAXTREE may amend this Agreement due to legal updates, business adjustments, etc. The amended Agreement will be posted prominently on the Platform homepage and notified to you via your registered email. It takes effect 7 days after posting (except urgent compliance adjustments, which take effect upon posting).
You are not required to accept the amended version; before you accept it, the original Agreement remains effective, but you may be unable to access new content, updates, or certain services.
Content obtained before amendments take effect (free/paid) remains governed by the license terms in effect when obtained. After amendments take effect, continued use of products/services constitutes acceptance of the amended Agreement.

4.2 Effect of Other Terms

This Agreement does not replace, amend, or otherwise affect any other written agreement between you and MAXTREE. If MAXTREE grants you rights under a Custom license, that Custom license prevails for the relevant content; matters not covered by the Custom license are governed by this Agreement.

4.3 Notices

(1) Notices from MAXTREE to you

May be delivered via website announcements, your email address, or internal Platform messages. Email is deemed delivered on the date sent; website announcements on the date posted; internal messages on the date you log in.

(2) Notices from you to MAXTREE

Must be emailed to support@maxtree.org with the subject “Agreement Notice.” Notice takes effect upon receipt by MAXTREE (special requirements for dispute notices are in Part Ten). If you fail to provide valid contact information and notice cannot be delivered, you bear resulting losses.

4.4 Parties

(1) Scope of “You”

If you accept this Agreement on behalf of another person/entity, all references to “you” include that person/entity, and that person/entity is bound by this Agreement. If you or such person/entity breaches, you are jointly responsible.

(2) Eligibility

You must be of legal majority in your place of residence and confirm you understand and accept all terms; minors require parent/guardian consent and responsibility.
You must not act for/on behalf of:
1. individuals/entities on major sanctions lists (China, US, EU, etc., including the US SDN list) or similar lists;
2. individuals/entities located in, organized under, or ordinarily resident in any country/region embargoed/sanctioned by China;
3. individuals/entities blacklisted by MAXTREE or prohibited from using the Services;
4. entities lacking lawful business qualifications (if required).
You warrant that all information provided to MAXTREE (identity, contact details, revenue, etc.) is true, accurate, and complete, and you will notify MAXTREE of changes. You bear losses due to false/incomplete information.

V. Product Updates and Feedback

5.1 Updates

MAXTREE may provide necessary updates/upgrades (bug fixes, feature optimization, compliance changes, etc.) and may update remotely without notice; you consent to such updates.
MAXTREE may modify/suspend/interrupt/replace/limit access to any aspect of licensed products/services at any time due to compliance requirements, technical issues, maintenance, etc. If suspension/interruption exceeds 7 days, MAXTREE will notify you and extend your license term accordingly (except free products).
Use of licensed products/services does not grant you any monetary or other benefits. Related data (download logs, usage records, etc.) may stop being provided at any time (including after updates). MAXTREE has no obligation to retain or restore data; you must back up your own data.
MAXTREE has no maintenance/support obligation unless you purchased a Custom license, in which case support is provided per the parties’ written agreement.

5.2 Feedback

If you provide any feedback to MAXTREE (suggestions, opinions, improvements, bug reports, ideas, etc.), you grant MAXTREE a non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, transferable, sublicensable license to use, copy, distribute, modify, adapt, create derivative works from, publicly perform, publicly display, sell, and import such feedback for any purpose (including product development, optimization, marketing) without acknowledgment or compensation.

You represent and warrant you have full lawful rights to grant the above license; if moral rights cannot be licensed under applicable law, you voluntarily waive such rights. Your feedback does not infringe any third-party IP/privacy rights; you bear liability for third-party claims arising from feedback. MAXTREE has no obligation to use feedback or notify you of its use.

VI. Ownership and Third-Party Licenses

MAXTREE retains all property, ownership, and IP rights in products, services, and content (copyright, trademarks, patents, trade secrets, etc.). Any rights not expressly granted are reserved by MAXTREE.
MAXTREE logos, names, and trademarks are trademarks or registered trademarks of Sichuan Maishicui Digital Technology Co., Ltd. in China and other countries/regions. You must not use them without written permission (including for promotion or product labeling).
All rights granted are explicit license rights, not sales; no rights are created by implication or estoppel. You must not assert any rights beyond the license scope.
If products include third-party licensed content (plugins, assets, etc.), you must comply with third-party terms; if they conflict with this Agreement, the third-party terms prevail. Liability for violating third-party terms is yours and unrelated to MAXTREE.
You must not remove/modify third-party rights notices or distribute/sell third-party content on a standalone basis.

VII. Disclaimers and Limitation of Liability

7.1 Disclaimers

Products and services are provided “as is” and “as available.” MAXTREE does not warrant that products/services are defect-free, virus-free, fully functional, uninterrupted, secure, error-free, or that defects will be corrected, or that products/services fit all use scenarios, are non-infringing, merchantable, or fit for a particular purpose.

These disclaimers apply to the maximum extent permitted by law, but do not exclude liability for damages caused by MAXTREE’s intentional misconduct or gross negligence, nor liability that cannot be excluded under mandatory PRC law.

[Supplement] Losses due to the user’s device, network environment, improper operation, etc. (including inability to use products or data loss) are borne by the user; MAXTREE bears no liability.

7.2 Limitation of Liability

To the maximum extent permitted by law, MAXTREE is not liable for lost profits or any indirect, incidental, consequential, special, or punitive damages (including project interruption, data loss, reputational harm, attorney fees, litigation costs, etc.), even if advised of the possibility.
MAXTREE’s total cumulative liability shall not exceed the total amount you paid to MAXTREE for the relevant products/services in the 12 months preceding the event giving rise to liability (if no payment, liability is 0). If law requires higher liability, the law controls.
These limitations/exclusions remain effective even if a remedy fails of its essential purpose; but they do not apply to damages caused by MAXTREE’s intentional misconduct or gross negligence, nor to IP infringement damages.

7.3 Exceptions

Some jurisdictions do not allow exclusion/limitation of warranties or liability (e.g., EU consumer directives, PRC Consumer Rights Protection Law). In such cases, the above terms may not apply to you and apply only to the extent permitted. Statutory consumer rights and mandatory laws in your jurisdiction are not affected.

[Supplement] If you are an individual consumer (non-commercial use), PRC Consumer Rights Protection Law applies; conflicting terms in this Agreement are automatically invalid.

VIII. Indemnification

You agree to indemnify, defend, and hold harmless MAXTREE and its employees, officers, directors, agents, contractors, etc. (collectively, the “MAXTREE Parties”) from all losses (including attorney fees, litigation fees, arbitration fees, damages, liquidated damages, travel expenses, etc.) arising from:

your breach of any term, covenant, or warranty, or any claim/dispute arising from your negligence or willful misconduct;
any act/omission in your use of licensed products/services causing loss to MAXTREE Parties or third parties;
third-party claims (IP infringement, defamation, etc.) arising from Projects/derivative works you create using the content, or feedback you provide;
violations by your collaborators or authorized account users.

If law prohibits you from bearing the above obligations, you shall bear responsibility to the extent permitted. “MAXTREE Parties” includes third-party developers granting you licenses (unless you have a separate product-specific agreement with indemnification clauses).

MAXTREE may decide whether to participate in defense/settlement after receiving notice of a claim; related costs are borne by you. You must not settle with third parties without authorization; if an unauthorized settlement causes additional loss to MAXTREE, you must fully compensate.

IX. Termination

9.1 Termination Events

Automatic termination: If you fail to comply with any term and do not cure within 7 days after notice, this Agreement terminates immediately without further notice. For serious breaches (piracy, cracking, malicious distribution, etc.), MAXTREE may terminate immediately.
Voluntary termination: You may terminate by deleting all copies of licensed products, canceling your Platform account, and submitting a written termination request to MAXTREE. After termination, you must not use any products/services.
Unilateral termination by MAXTREE: MAXTREE may terminate pursuant to law, other terms herein, or business adjustments, delisting, copyright expiration, etc., with 7 business days’ notice (except urgent compliance changes).
Expiration: Upon expiration of the license term, this Agreement terminates automatically. If you do not renew/upgrade, you must not continue use.

9.2 Post-Termination Obligations

Upon termination, the license ends automatically. You must immediately destroy all copies of licensed products/content (including backups, caches, and copies held by collaborators) and must not retain related data.
Part Two (Rights Constraints on Derivative Content), Part Five (Feedback), Part Six (Ownership and Third-Party Licenses), Part Seven (Disclaimers and Limitation of Liability), Part Eight (Indemnification), Part Ten (Dispute Resolution), Part Eleven (Governing Law and Judicial Jurisdiction), Part Fourteen (No Assignment), and Part Fifteen (Miscellaneous) survive termination.
All amounts/fees are non-refundable unless otherwise provided or required by law. If termination is caused by MAXTREE’s intentional misconduct or gross negligence, MAXTREE may refund fees paid for unused periods.
After termination, you must not distribute Projects/derivative works containing licensed content. For already distributed ones, you must stop distribution immediately and notify users to delete them.

X. Dispute Resolution

10.1 Informal Resolution

If customer support cannot resolve a dispute, before arbitration both parties must engage in at least 30 days of good-faith negotiation (“Informal Resolution”), starting upon receipt of a qualified dispute notice.

(1) Dispute Notice Requirements

Your dispute notice to MAXTREE must be sent to support@maxtree.org and clearly state:

your name, account name, address, contact details (phone/email);
facts of the dispute, description of issues, evidence (if any);
desired resolution and claimed amount (if any).

MAXTREE’s dispute notice to you will be sent to your registered email and billing address (if any) and will include the sender’s identity/contact information, dispute description (including your account), and a clear request for resolution.

(2) Procedural Constraints

Upon delivery of a qualified dispute notice, limitation periods for litigation/arbitration are tolled as provided by law.
Without completing the 30-day negotiation period and issuing a qualified dispute notice, neither party may directly initiate arbitration.
If a dispute arises as to qualification of the notice or compliance with the pre-negotiation procedure, the compliant party may apply to the competent People’s Court in Mianyang to enjoin improper arbitration and seek compensation for arbitration costs and losses.

10.2 Small Claims Procedure

For disputes where the facts are clear, the rights and obligations are well-defined, and the subject matter value meets the statutory small claims criteria under Chinese law, you may initiate small claims proceedings directly with the Mianyang People’s Court without the requirement of prior consultation.

10.3 Arbitration and Litigation Rules

(1) Governing Law

This Agreement and disputes are governed by PRC law (excluding Hong Kong, Macau, Taiwan). Mandatory laws in the user’s jurisdiction prevail where applicable (without affecting other terms).

(2) Arbitration (Individual Arbitration)

Disputes not resolved by negotiation or small claims shall be resolved by individual arbitration (no class/representative arbitration). Disputes are submitted to the Mianyang Arbitration Commission and heard in Chinese under its then-effective rules (overseas users may request English translation at their own cost). The award is final and binding and may be enforced by a competent court.

① Scope

“Dispute” includes all contract, tort, and property-rights disputes arising from use of the MAXTREE store, licensed products, services, or this Agreement (including validity/enforceability/scope). This arbitration clause does not apply to:

small claims;
administrative complaints/enforcement requests (e.g., IP complaints, illegal conduct reports);
IP enforcement against infringement/piracy/cheats, etc. (MAXTREE may sue directly);
applications for injunctive relief/property preservation/enforcement of arbitral awards;
personal information protection complaints and statutory remedies;
disputes about the validity of class action/class arbitration waivers;
the arbitration institution has authority to determine arbitrability.

② Procedure

After negotiation ends, either party may file for arbitration with the Mianyang Arbitration Commission and copy MAXTREE Legal.
A sole arbitrator hears the case; selected jointly or appointed by the Commission if no agreement.
Hearing location: Mianyang City.
– Written award stating facts, reasons, and result.
Award provides relief only for the individual claimant’s losses; no third parties; no precedential effect.
Award may be enforced by competent courts; overseas users may seek enforcement under the New York Convention.

③ Fees

Claimant must prepay arbitration fees as required.
If the arbitrator finds bad-faith or fraudulent arbitration (no factual basis, intentional delay), you bear all arbitration costs and MAXTREE’s attorney/travel expenses.
Each party bears its own attorney/travel expenses unless law provides otherwise.
MAXTREE agrees to pay good-faith arbitration fees up to USD 10,000 total; amounts above are borne by you (if you prevail, such fees may be offset from the award amount).

④ Coordinated Mass Cases

If the same lawyer/law firm represents 25 or more similar disputes, they are “coordinated mass cases”:

Parties select some bellwether cases first (number determined by the Commission);
Other cases are stayed and limitation periods tolled during bellwether proceedings;
After bellwethers, parties mediate remaining cases (mediation fees split equally);
If mediation fails, remaining disputes are under the jurisdiction of competent courts in Mianyang.

⑤ Time Limit

Arbitration must be initiated within 1 years after the dispute first arises. If applicable law provides a shorter limit, the shorter applies. Failure to initiate timely bars claims and is deemed a waiver.

⑥ Survival

This dispute resolution section survives termination of this Agreement or the Services.

⑦ Future Changes

After a dispute arises, MAXTREE may not modify arbitration terms/rules in a manner unfavorable to the claimant; the arbitrator determines whether changes are unfavorable (for mass cases, the institution determines).

(3) Class Action Waiver

To the maximum extent permitted by law, for cases not subject to arbitration requirements (except limited mass-case exceptions), you and MAXTREE agree:

disputes/claims must be brought only in an individual capacity; no class/representative litigation, class arbitration, or other representative proceedings;
no consolidation/joining of individual actions unless all parties expressly consent in writing;
if this clause is found invalid/unenforceable by law, only this clause is invalid and other dispute resolution terms remain effective.

(4) Severability

If any provision of this section is invalid/unenforceable/illegal, it is severable and the remaining Agreement remains effective.
Exception: if the class action waiver is found invalid/unenforceable, then this entire section (except severability) is invalid, and disputes are heard by courts under the agreed jurisdiction.
Without MAXTREE’s express written consent, arbitration may never proceed as a class.

XI. Governing Law and Judicial Jurisdiction

Place of formation and signing: Mianyang City, Sichuan Province, China.
Disputes are resolved under PRC law (excluding rules on choice of law to the extent applicable). Mandatory laws in the user’s jurisdiction prevail where applicable.
Except for the arbitration procedure herein, any litigation/legal proceeding must be brought in the local courts of Mianyang (PRC users). For overseas users, non-arbitrable disputes are subject to the exclusive jurisdiction of Mianyang local courts; you consent to such exclusive jurisdiction and venue and waive inconvenience and jury trial claims.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
If any law requires ambiguities be interpreted against the drafter, such law does not apply (this Agreement was drafted through equal negotiation).

XII. Compliance Statements

12.1 Your Commitments

You commit that you:

are a lawful user and comply with PRC and local laws on cybersecurity, data security, personal information protection, IP, export controls, etc.
do not use licensed products/services to endanger national security, public interest, or infringe others’ rights, and do not engage in illegal conduct;
do not engage in piracy, cheats, cracking, private servers, infringing distribution, malicious attacks, or assist others in such conduct;
if an overseas user, comply with PRC export control rules; do not use products/content in prohibited export fields/countries/regions; do not provide products/content to embargoed/sanctioned parties;
comply with this Agreement and all policies/rules issued by MAXTREE and cooperate with compliance checks.

12.2 MAXTREE’s Obligations

MAXTREE commits to:

operate the Platform lawfully, comply with PRC laws, and protect users’ rights;
provide commercial licenses only to lawful/compliant users, and not to restricted parties/regions;
respect and protect users’ personal information and handle it per the Privacy Policy;
ensure legality of products/content and not provide infringing or illegal content.

XIII. Revisions

MAXTREE may revise this Agreement at any time by posting a revised version prominently or notifying you via email/internal message, with an indicated effective date.
If you do not accept, you may terminate before the effective date per Part Nine and stop using licensed products/services.
Continued use after the effective date (or other acceptance such as continued downloading) constitutes acceptance.
Revisions apply only to conduct after the effective date; prior conduct remains governed by the prior version.

XIV. No Assignment

Without MAXTREE’s prior written consent, you must not assign/transfer/mortgage/pledge/subcontract/gift any rights or obligations under this Agreement; any unauthorized attempt is void.
If restrictions on product transfer are unenforceable under your local law, this Agreement remains binding on any transferee, who must comply with all terms.
MAXTREE may assign/transfer/mortgage/subcontract any rights/obligations under this Agreement (including claims and licenses) without notice; the transferee obtains MAXTREE’s rights and assumes corresponding obligations.

XV. Miscellaneous

This Agreement, together with the Service Terms, Privacy Policy, and any additional terms agreed by the parties, constitutes the entire agreement and supersedes all prior oral/written communications, proposals, and statements.
The original of this Agreement is written in Chinese; any translation is for reference only. You waive any right under local law to require other language versions for drafting/interpretation. If there is conflict, the Chinese version prevails.
Statutory rights expressly provided herein do not affect other statutory rights you may have. If law prohibits modification of any right, related terms are non-binding as to that right.
If any term is held unenforceable, it shall be enforced only to the extent permitted; remaining terms remain fully effective.
MAXTREE’s failure or delay in exercising any right is not a waiver and does not affect future exercise.
Unless expressly stated, this Agreement confers no rights or remedies on any person other than the contracting parties (including no third-party beneficiary rights).
MAXTREE’s obligations are subject to applicable laws and legal process; it must comply with lawful requests of law enforcement/regulators even if this Agreement states otherwise.
“Force majeure” means unforeseeable, unavoidable, and insurmountable events, including earthquakes, floods, fires, typhoons, war, policy changes, server failures, network interruptions, etc. Neither party is liable for breach due to force majeure, but must promptly notify the other and provide proof within a reasonable time.
Any notice/communication between you and MAXTREE must be in writing (including email and written letters).