1.Your Relationship with MetaX
1.2.Shanghai MetaX Software Co., Ltd. is a limited company registered in the People’s Republic of China (“PRC” or “China”), with Unified Social Credit Identifier 91310110074840344W, with its principal business address at F6, Guoyang Building, Guoquan Road No. 98, Yangpu District, Shanghai, PRC. MetaX’s official website (“Website”) is http://www.metaxsoft.com/en/Index.
1.3.All references to 'our', 'us' or 'we' within these Terms refer to Shanghai MetaX Software Co., Ltd.
1.4.Unless otherwise agreed in writing with MetaX, your agreement with MetaX will always include, at a minimum, the terms and conditions set out in this document.
1.5.Unless you later enter into any other agreements with MetaX regarding the Services, these Terms is the complete and exclusive agreement between you and MetaX regarding your use of the Services.
1.6.These Terms supersedes any prior agreement or proposal, oral or written, and any other communications between you and MetaX relating to your use of the Services.
2.Accepting the Terms
2.1.In order to use the Services, you must first agree to these Terms. You may not use the Services if you do not accept these Terms.
2.2.You can accept these Terms by:
(A)clicking to accept or agree to these Terms, where this option is made available to you by MetaX in the user interface for any Service; or
(B)by actually using the Services. In this case, you understand and agree that MetaX will treat your use of the Services as acceptance of these Terms from that point onwards.
2.3.These Terms are entered into as of the earlier of the date you accepted these Terms through above two ways (the "Effective Date") and will continue until terminated as set forth herein.
3.Modification of the Terms
3.1.MetaX reserves the right, at any time, to modify these Terms. MetaX will inform you of the presence of any changes to these Terms by sending you an email, posting those changes on the Website, or providing you with a notice through any Service. Any modifications will be effective immediately upon posting on the Website or delivery of such notice.
3.2.You may terminate these Terms by ceasing your use of the Services if you object to any such modifications. However, you will be deemed to have agreed to any and all modifications through your continued use of the Services following such notice period.
4.Provision of the Services by MetaX
4.1.MetaX is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which MetaX provides may change from time to time without prior notice to you.
4.2.As part of this continuing innovation, you acknowledge and agree that MetaX may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at MetaX’s sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform MetaX when you stop using the Services.
5.Use of the Services by You
5.1.You agree to use the Services only for purposes that are permitted by (a) these Terms, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from China or other relevant countries).
5.2.You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.3.Unless you have been specifically permitted to do so in a separate agreement with MetaX, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
5.4.You agree that you are solely responsible for (and that MetaX has no responsibility to you or to any third party for) any breach of your obligations under these Terms and for the consequences (including any loss or damage which MetaX may suffer) of any such breach.
6.Privacy and Your Personal Information
7.Content in the Services
7.1.You understand that all information (such as data files, written text, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content.”
7.2.You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to MetaX (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by MetaX or by the owners of that Content, in a separate agreement.
7.3.MetaX reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. For some of the Services, MetaX may provide tools to filter out explicit sexual content.
7.4.You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
7.5.You agree that you are solely responsible for (and that MetaX has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which MetaX may suffer) by doing so.
8.1.You acknowledge and agree that MetaX (or MetaX’s licensors) own all legal rights, titles and interests in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
8.2.Unless you have agreed otherwise in writing with MetaX, nothing in the Terms gives you a right to use any of the trade names, trademarks, service marks, logos, domain names, and other intellectual property rights owned or licensed to MetaX (collectively, “MetaX IP”).
8.3.If you have been given an explicit right to use any of these MetaX IP in a separate written agreement with MetaX, then you agree that your use of such MetaX IP shall be in compliance with that agreement and any applicable provisions of the Terms.
8.4.MetaX acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with MetaX, you agree that you are responsible for protecting and enforcing those rights and that MetaX has no obligation to do so on your behalf.
8.5.You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
8.6.Unless you have been expressly authorized to do so in writing by MetaX, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
9.License from MetaX
9.1.MetaX gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by MetaX as part of the Services as provided to you by MetaX (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by MetaX, in the manner permitted by the Terms.
9.2.You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by MetaX, in writing.
9.3.Unless MetaX has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
10.Content License from You
10.1.You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services.
10.2.You give us a worldwide, royalty-free, sub-licensable, assignable and non-exclusive license to use the intellectual property rights that you may hold in any Content which you submit, post or display on or through, the Services.
11.1.The Software which you use may automatically download and install updates from time to time from MetaX. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit MetaX to deliver these to you) as part of your use of the Services.
12.Ending your relationship with MetaX
12.1.The Terms will continue to apply until terminated by either you or MetaX as set out below.
12.2.MetaX may at any time, terminate its legal agreement with you if:
(A)you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B)MetaX is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C)the partner with whom MetaX offered the Services to you has terminated its relationship with MetaX or ceased to offer the Services to you; or
(D)MetaX is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the Service; or
(E)the provision of the Services to you by MetaX is, in MetaX’s opinion, no longer commercially viable.
12.3.Nothing in this Section shall affect MetaX’s rights regarding provision of Services under Section 5 (Provision of the Services by MetaX) of the Terms.
12.4.When these Terms come to an end, all of the legal rights, obligations and liabilities that you and MetaX have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and Section 17 (Governing Law, Jurisdiction and Dispute Resolution) shall continue to apply to such rights, obligations and liabilities indefinitely.
13.EXCLUSION OF WARRANTIES
13.1.NOTHING IN THESE TERMS, INCLUDING SECTIONS 13 AND 14, SHALL EXCLUDE OR LIMIT MetaX’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
13.2.YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”
13.3.IN PARTICULAR, MetaX AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A)YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B)YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C)ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D)THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
13.4.ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE PHONE, TABLET, TV, SET-TOP BOX OR OTHER SMART DEVICE (“DEVICE”) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
13.5.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MetaX OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
13.6.MetaX FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
14.LIMITATION OF LIABILITY
14.1.SUBJECT TO OVERALL PROVISION IN PARAGRAPH 13.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT MetaX AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A)ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B)ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I)ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II)ANY CHANGES WHICH MetaX MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III)THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(IV)YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
14.2.THE LIMITATIONS ON MetaX’S LIABILITY TO YOU IN PARAGRAPH 14.1 ABOVE SHALL APPLY WHETHER OR NOT MetaX HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
15.1.Some of the Services may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
15.2.The manner, mode and extent of advertising by MetaX on the Services are subject to change without specific notice to you.
15.3.In consideration for MetaX granting you access to and use of the Services, you agree that MetaX may place such advertising on the Services.
16.Third Party Content and Service
16.1.The Services may include hyperlinks to other web sites or content or resources. MetaX may have no control over any web sites or resources which are provided by companies or persons other than MetaX.
16.2.You acknowledge and agree that MetaX is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
16.3.You acknowledge and agree that MetaX is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
16.4.Sometimes when you use the Services, you may (as a result of, or in connection with your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, these Terms do not affect your legal relationship with these other companies or individuals.
17.Governing Law, Jurisdiction and Dispute Resolution
17.1.These Terms and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the Chinese law.
17.2.Such claim or dispute shall be submitted to China International Economic and Trade Arbitration Commission (“CIETAC”) Shanghai Sub-Commission for arbitration in accordance with the then effective rules of CIETAC. For the purpose of any such arbitration, the language to be used in the arbitral proceedings shall be Chinese.
18.General Legal Terms
18.1.You agree that MetaX may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
18.2.You agree that if MetaX does not exercise or enforce any legal right or remedy which is contained in the Terms (or which MetaX has the benefit of under any applicable law), this will not be taken to be a formal waiver of MetaX’s rights and that those rights or remedies will still be available to MetaX.
18.3.If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
19.1.Shanghai MetaX Software Co., Ltd. is a limited company registered in China, with Unified Social Credit Identifier 91310110074840344W, with its mailing address at F6, Guoyang Building, Guoquan Road No. 98, Yangpu District, Shanghai, PRC. MetaX official website (“Website”) is http://www.metaxsoft.com/en/Index. Tel: +86 21 3535 7800. Fax: +86 21 3535 7800 – 121. Email: firstname.lastname@example.org.