MAXTREE TERMS AND CONDITIONS

LAST UPDATE: June 24, 2022

Maxtree Digital Technology Co., Ltd. (“Maxtree”, “us”, “we”, or “our”) maintain the website, https://maxtree.org.cn and https://maxtree.org, provide the Service to customers, shareholders and other interested parties (collectively or individually, “You”, “Users”, or“Customer”). All contents included on this site, such as text, graphics, logos, button icons, images,  audio clips, digital downloads, data compilations, and software, are the property of Maxtree and protected by international copyright laws.

By using the website owned and operated by Maxtree, you acknowledge that you have read, understood, agree with, and accept all of the terms and conditions of this User Agreement. If you do not agree to the terms and conditions herein, please do not use this site or any of its pages.

If you are entering into this agreement on behalf of any legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity, its affiliates, and users associated with it. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use Maxtree’s service.

1. Acceptance

1.1  This Agreement is a legal agreement between You and Maxtree, and governs your use of the Service and related products and services provided to You by Maxtree. The purpose of this Agreement and the License is to allow You to use the Service provided by Maxtree during the Term on the terms and conditions stated herein, to develop products for either personal or commercial use (“Customer Assets”), as applicable under Your License. This Agreement is made effective beginning on the earliest of the date on which you first accept it, access or otherwise use the Maxtree Service (the“Start Date”).

2. Accounts

2.1  To use the Service, you must either:

register an account via Maxtree’s website; or

access the Service and provide required user information.

2.2  The number of other people who are permitted to use the Service (“Permitted Users”) will be determined according to the type of license You have.

2.3  You may not, under any circumstances, whether intentionally, or through negligence or inaction, allow or enable persons other than the Permitted Users to access your account, unless specifically permitted in writing by Maxtree.

2.4  You may delete your account at any time.

3. Registration

3.1  When registering an account, You must provide Maxtree with a valid name, email address and password which will be registered by Maxtree. Maxtree may also save additional data as outlined in the Privacy Policy. You acknowledge and agree that You will:

provide true, accurate, current, and complete information as requested when registering an account; and

maintain and update this registration information to keep it true, accurate, current, and complete.

3.2  You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to any computer, smart phone, tablet or other device that You use for accessing the Service and You hereby accept sole responsibility for all activities that occur under your account.

3.3  Maxtree and its affiliates reserve the right to refuse the Service, terminate accounts, remove or edit content and delete assets or cancel orders in their sole discretion if you provide registration information which is false, inaccurate, not current, or incomplete.

3.4  Maxtree may share your registration information with its partners, affiliates, and third parties to handle and deliver certain online activities necessary to operate Maxtree’s businesses (e.g., process orders and payments etc.). For more information see the Privacy Policy.

4. Internet Access

A high-speed Internet connection is required for proper transmission of and access to the Service. You are responsible for procuring and maintaining the network connections that connect Your network to the Service. We are not responsible for notifying You of any upgrades, fixes or enhancements to any software or for any compromise of data, including Your Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Maxtree or our partners. We assume no responsibility for the reliability or performance of any connections as described in this section.

5. The Service

5.1  The Service comprises a library of text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software (“Maxtree Assets”).

Payment of the applicable fees entitles you to use the Service according to the terms of Your License and add Maxtree Assets into Your Customer Assets. You or any third party is strictly prohibited from using Maxtree Assets or Customer Assets to develop products and services that competes with Maxtree’s products and services.

5.2  Subject to the terms of this Agreement and your continued compliance with the applicable Individual ,Team,Studio or Custom License,Maxtree grants You a limited, non-exclusive, revocable license that is non-sublicensable and non-transferable to access and use the Service to create Customer Assets.

6. Terms Of  Service

6.1  All content included on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Maxtree and protected by international copyright laws.

6.2  All download links are valid for 5 downloads, please download your products as soon as possible after purchase. After the allowed time, the link will expire and you will not be able to access your download.

6.3  Maxtree is not responsible for loss of any digital purchase for any reason, including but not limited to hard drive failure, computer failure, software failure, back-up failure, or other cause of loss of your Maxtree digital purchases. It is your responsibility to back-up all critical data and solely your responsibility.

6.4  You would normally have the right to cancel the online purchase contract within seven days. However, this does not relate to digital download products, which cannot be returned. You do not have the right to cancel an order once the product has been downloaded. This does not, of course, affect any other rights that you may have. We also cannot refund purchases for incompatibility issues. You are responsible for making sure your computer can receive and de-compress digital products, you are also responsible for making sure your software are able to open particular format that you have purchased.

If you have any additional questions regarding to Maxtree Service please contact us.

7.  Fees

7.1  The fees for the Service are stated in the Service, on our Website, or otherwise notified to you in writing (“Fees”).

7.2  Maxtree and its partners reserve the right to change the Fees, the payment terms, price of Maxtree Assets at any time without notice; provided, however, such changes will not affect the Fees paid and payment terms for any products and services already purchased and paid for in full.

7.3  All Fees are payable in advance and are not refundable in whole or in part, unless stated otherwise by Maxtree in writing or otherwise in accordance with this Agreement.

8. Access

In consideration of the payment of the applicable Fees and subject to your compliance with these terms herein, Maxtree shall provide You with access to the Service and enable You to access and use the Service . If Maxtree is unable to receive your payment , your access to the Service may be suspended or terminated at Maxtree’s discretion.

9. License

All texts, graphics, logos, button icons, images, etc. which can be purchased / downloaded from www.maxtree.org are on Royalty-Free non-exclusive license.All licenses are not transferable\resale\inheritance, etc., only for the current purchaser.Products downloaded from www.maxtree.org can not be shared and/or resold in the Various forms (or recombination after decompression, splitting, etc.)in which they were downloaded. It is also forbidden to distribute them in lower resolution. However, it is allowed to distribute and sell them – e.g. together with the 3D model, if they are heavy modified.

If Maxtree in its sole discretion deems that You are misusing Your license it may shut down access to the Service effective immediately and terminate this Agreement. Any prohibited use of the Service will result in termination of this Agreement and the License and an obligation for You to compensate Maxtree for any and all losses and damages which it incurs.

10. Consent To Use Of Data

You agree that Maxtree may collect and use technical information and data gathered as part of the support services provided to You. For more information see the Maxtree Privacy Policy.

11.  Intellectual Property Rights

Maxtree owns all right, title, copyright, and other intellectual property rights and interest, including but not limited to all trademarks, service marks, and trade names in the Service, software, material, any documentation and any copies thereof and retains all such rights and any other products and services. Except as expressly granted in this Agreement; no license, right or interest in any patent, trademark, copyright, trade name or service mark is granted to You. The Service is licensed。

11.1  You agree not to assert against Maxtree any claim, action or proceeding for infringement of any patents, patent rights or other intellectual property rights.

11.2  Maxtree states in the titles of some Maxtree assets that they are replicas of real-world matter. Replicas are created by including assets that replicate physical reality.Maxtree owns the model itself, but it is possible that another group may claim ownership of the subject matter depicted. While we have not received any notices from another group that they disallow commercial uses, Maxtree informs you that certain uses of these models may require additional legal permission.

11.3  You are not required to provide any ideas, feedback or suggestions regarding the Service or any of Maxtree’s products or services (collectively, “Feedback”) to Maxtree. To the extent you do provide any Feedback to Maxtree, you agree to assign and hereby do assign all right, title and interest in and to such Feedback to Maxtree and acknowledge that Maxtree may freely use, reproduce, modify, distribute, make, sell, import and otherwise exploit in any manner such Feedback without payment of any royalties or other consideration to you.

12. Prohibited Uses

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

13. License Restrictions

13.1  You agree to abide by all applicable laws and regulations in using the Service.

13.2  You agree not to:

attempt to reverse engineer, decompile, translate, or disassemble the Service or related assets or materials;

rent, lease, or transfer the Service, or related assets or materials;

disclose the results of any performance benchmarks of the Service or relatedassets or materials to any third party without Maxtree’s prior written consent;

use the Service for any illegal purpose;

use the Service in any manner which violates the rights of a third party, including without limitation intellectual property rights;

use the Service in any manner that breaches this Agreement; or

take any action that imposes an unreasonable or disproportionately large load on the Service, System or servers etc.

You shall not modify Maxtree Product or create derivative works based on Maxtree Product. If you fail to comply with this Agreement, Maxtree have the right to terminate this Agreement. Maxtree Company reserves the right to claim compensation if you use Maxtree Product in violation of this Agreement and cause losses to Maxtree.

13.3  You may not without specific prior written consent from Maxtree:

use your own or third-party software to modify any content appearing within the Service or its environment or change how the Service is used; or

use the Service or any information accessible through the Service, to bypass the Service login architecture or create or provide any other means through which the Service may be accessed.

You shall not lease, lend, sell, transfer, distribute, re-license any Maxtree Product. Grouping on e-commerce platforms, reselling for profits, and other acts are prohibited in any name. In such cases, Maxtree shall have the right to cancel the order and authorization.

14. Electronic Communications Ommunications

You consent to receiving communications necessary to provide the Service to You from us electronically. We will communicate with You by email or by posting notices in the Service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

15. Term And Termination

15.1  The term of this Agreement and the license granted herein shall begin on the Start Date and be ongoing until terminated. You can terminate your license at any time and your license and payment obligations will expire at the end of the current term. You can terminate your license by registering and canceling your account on Maxtree’s website https://maxtree.org.cn and https://maxtree.org. Maxtree may terminate this Agreement and your license at any time for your breach of this agreement. Termination of the agreement will result in your account being deactivated and your license being deactivated.

15.2  Upon expiration or termination of this agreement you shall immediately cease use of the Service.

15.3  If Maxtree terminates the Service for your breach, you will not receive a refund of prepaid Fees.

16. Confidentiality

You acknowledge that Service, related materials and any documentation etc., contains confidential and proprietary information. You agree to maintain the confidentiality of the Service and related materials and documentation during the term of this Agreement, and for a period of 5 years after termination of this Agreement. You agree to take commercially reasonable steps to ensure that confidential information is not disclosed or distributed by You.

17. Disclaimer Of Warranty

Maxtree will use reasonable efforts to provide You with a service that is fast, reliable and enjoyable. However, Maxtree makes no representation or warranty as to the completeness or accuracy of the Service or information contained therein, nor does it represent or warrant that the Service will be available at all times or that it will function in a manner or as fast or efficient as You may expect or desire. The information contained in the Service may be incomplete, may contain errors, or become out of date at any time. The Service is provided on an “as is” basis without any express warranties. Maxtree shall have no obligation to correct errors in, provide updates for or otherwise support the service. Maxtree reserves the right to add, modify, or delete its services at any time. You bear the risk of using it. Maxtree does not give any express or statutory representations, warranties,or guarantees. Maxtree also excludes all implied warranties, including any warranty of merchantability, title, durability, fitness for a particular purpose and non-infringement etc. Nothing in this agreement shall affect those statutory rights which you may be entitled to as a consumer and that you cannot contractually agree to alter or waive. The limitations and exclusions of liability do not apply if and to the extent you sustain damages which were caused by gross negligence or willful misconduct of Maxtree.

18. Limitation Of Liability And Remedies

18.1  Disclaimer of warranties; Limitation of liability

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.

YOU EXPRESSLY AGREE THAT YOUR USE OR INABILITY TO USE THE SERVICES IS AT YOUR SOLE RISK. The Services and all products and services made available to you through the Services (unless expressly stated by us) are provided for your use “as is” and “as available” without any representation, warranty or condition, express or implied, of any kind, including all implied warranties. warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title and non-infringement.

transmitted through the Services or otherwise made available even if advised of its possibility. Since some countries or jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, in such countries or jurisdictions our liability shall be limited to the maximum extent permitted by law.

18.2  Notwithstanding any damages that You might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of Maxtree and any of its suppliers under any provision of this Agreement and your exclusive remedy hereunder shall be limited to the actual damages You incur in reasonable reliance on Maxtree up to the amount actually paid by You for the service. In no event shall Maxtree’s aggregate liability for all incidents during the term of the Agreement exceed the aggregate amount actually paid by You for the service. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

18.3  In order to be entitled to any indemnification or compensation from Maxtree, subject to clause 20, You must:

Promptly notify Maxtree in writing of the claims (whether or not litigation or other proceeding has been filed ); give Maxtree, at Maxtree’s option and expense, sole control over the defence and/or settlement of the claims; and at your own expense, You shall cooperate with Maxtree in all reasonable aspects in connection with the defense of any such claim.

Maxtree shall have no liability to You in the event that You have failed to comply with the terms of this Agreement.

19. Indemnification

Your use of Maxtree Servcie constitutes your agreement to indemnify Maxtree, its affiliates, partners, and their respective employees, contractors, officers, and directors, from and against any actions, claims, demands, liability and expenses, including reasonable attorneys’ fees, arising out of your use or misuse of Maxtree Service and the rights granted under this Agreement.

20. Arbitration

Any dispute or claim arising out of or in connection with this Agreement, including, without limitation, any question regarding the existence, validity, breach or termination of this Agreement must first be the subject of arbitration. The arbitration must be conducted in accordance with and subject to the Arbitration Law of the People’s Republic of China, in the City of Mianyang, Sichuan Province, the People’s Republic of China.

21. Claims

You and Maxtree agree that any action arising out of or related to this agreement or the Service must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

22. Governing Law

This Agreement is governed by the state laws of the People’s Republic of China. To the extent permitted by law, courts of the City of Mianyang, Sichuan Province, the People’s Republic of Chin will be the exclusive jurisdiction for disputes arising out of or in connection with this Agreement.

23. Modification

Maxtree reserves the right, at its discretion, to update or revise the Agreement at any time. Maxtree will post such changes in its Maxtree Service, and/or its Website, and/or communicate such changes via email or otherwise communicate such terms to you in a suitable manner decided by Maxtree and these additional or revised terms will become part of the Agreement effective immediately. Please check the Maxtree Service, the Agreement or the Website periodically for changes. Your continued use of Maxtree constitutes your binding acceptance of the Agreement, including any changes or modifications made by Maxtree as permitted above.

24. Waiver

A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.

25. Severability

If any provision of this Agreement is invalid then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any other part or provision of this Agreement.

26. Assignment

You shall not, without the prior written consent of Maxtree, assign, transfer, or license or deal in any other manner with all or any of Your rights or obligations under this Agreement. Maxtree may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement without notice to You.

27. No Partnership

This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between Maxtree and You. Neither party shall have any right bind the other party in any manner whatsoever, and nothing in this Agreement gives any rights of any kind to any third persons.

28. Entire Agreement

This Agreement constitutes the entire agreement between Maxtree and You with respect to this specific subject matter hereof and shall not be modified except as provided in this Agreement.

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.