End User License Agreement

Last updated: November 16, 2021

If you are under 18(or the age of majority regulated by applicable laws where you live), you and your parent or guardian must review this Agreement together. your parents or guardians shall read and accept this Agreement before you use XD Service.

your parents or guardians shall be RSPONSBLE for YOUR capacity for legal transactions to accept all terms in this agreement and XD Service.

Introduction

This End User License Agreement (“Agreement”) is entered into by and between X.D. Network Inc.(“XD”) and You (as defined below), governing the access and use of products, contents, and services offered by XD.

PLEASE READ THIS AGREEMENT CAREFULLY, BEFORE INSTALLING ANY GAME OR USING XD SERVICES. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE CLICK THE “REJECT” BUTTON AND DO NOT INSTALL OR USE ANY XD SERVICES.

By installing the Games (as defined below) or using XD Services (as defined below), You accept, and agree to be bound by this Agreement. We may from time to time modify and update this Agreement, and the updated terms shall be deemed effective on the date indicated at the top of this Agreement. You are responsible for checking this Agreement regularly for changes. If You continue to use XD Services after the changes to this Agreement have come into force, You are signifying acceptance to these new terms, unless there are material changes concerning Your interests, in which case we will notify You in other effective ways for You to decide whether to continue using our services.

1. Definition

Capitalized terms used but not otherwise defined herein, shall have the meanings ascribed to them below:

1.1 “You/Your” means a person who, through any legal means, is authorized by XD a non-commercial license to install the Games and/or use XD Services as well, referred to as “User” or “End User”.

1.2 “Games” means any game software provided or operated by XD, including all updates, enhancements, patches, upgrades, add-ons, free and/or paid downloadable contents to it, any relevant documentations, packaging, manuals, game data, and any other elements which are part of the Game, individually or in combination as well.

1.3 “XD Service(s)” mean any and all services provided by XD related to Games, including but not limited to the Games software, servers, websites, platforms, community channels, forums, social media, online or offline events, and other online or offline services.

1.4 “Content(s)” means any material or element related to Games and XD Services, including but not limited to the software, technology, text, forum posts, profile, graphics, images, pictures, designs, music, sound, video, and all audio-visual materials.

1.5 “License” as set forth in Section 2.

1.6 “User Contents” means any derivative works of the Games, including but not limited to livestreaming graphics and videos of the Games, game mod, and other works created by users based on the Games.

1.7 “User-Generated Content(“UGC”)” means any Contents generated by Users, which is not related or based on the Games including feedback, suggestions, comments, ideas, forum posts, profile content, and other Contents that Users provide, publish, or otherwise communicate directly or indirectly to XD regarding the XD Services and platforms or the Games, refers to as “UGC” as well.

2. Licenses

2.1 With the exception of any third-party materials and UGC addressed below, all Contents, Games, XD Services, User Contents and all title, ownership rights, intellectual property rights, neighbouring rights, and other rights and interests in and to them are solely owned by XD or its licensors and are protected by international copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights.

“intellectual property rights" means any and all copyright, trademarks, service marks, trade dress, brand names, logos, goodwill, get up, trade, business or domain names, design rights, rights in characters, rights in get-up, database rights, patents, rights in inventions, know-how, trade secrets and confidential information, rights in computer software (including source code and object code), moral rights, author rights, publicity rights, performance rights, synchronisation rights, mechanical rights, publishing, rental, lending and transmission rights and other intellectual property and exploitation rights of a similar or corresponding character which may now or in the future subsist in any part of the world, in all cases whether or not registered or registrable including all granted applications and all applications for registration, division, continuation, reissuance, renewals, extensions, restorations and reversions regarding any of the same.

2.2 You acknowledge that the use of the Games or XD Services may require the feature supporting of certain third-party software and/or website, and that will be Your own responsibility to comply with the terms and conditions required by such third-party software and/or website.

2.3 Upon Your agreement to comply with all provisions in this Agreement, XD grants You a personal, limited, non-exclusive, non-commercial, non-transferable, non-sublicensable, non-assignable and fully revocable license (“License”) to use the Games and XD Services. You acknowledge that the rights aforementioned are licensed, not sold, to You. To any usage of XD Services and Contents beyond the License, including for any commercial purposes, You shall obtain a separate consent from XD.

2.4 Except as permitted by this Agreement, You shall not:

(1) Reverse engineer, translate, adapt, disassemble, decompile, or reduce to any form any Games or Services in whole or in part;

(2) Copy, reproduce, modify, translate, distribute, transmit, publish, perform, display, or communicate through internet any XD Services, Games, Contents in whole or in part;

(3) Sell, sub-license, rent, grant a security interest in any XD Services, Games, Contents in whole or in part; and/or

(4) Conduct any other act prohibited by applicable laws and regulations of Your country of residence to XD Services, Games, or Contents.

2.5 Any title, rights, and interests (including but not limited to the ownership, intellectual property rights, and proprietary rights) in Games, Contents, and XD Services not expressly granted herein are retained and reserved by XD and/or its licensor.

3. User-Generated Content and User Content

3.1 You acknowledge and agree that You are responsible for Your UGC and User Content. You may not upload, transmit, or share any UGC or User Content that infringes a third-party’s legitimate rights (including intellectual property rights), or violates the laws, regulations, local policies and this EULA.

3.2 By uploading or contributing the UGC, You grant to XD, its licensors and licensees, an irrevocable, non-exclusive, perpetual, transferable, assignable, worldwide, sublicensable, royalty-free license to use, host, store, reproduce, modify, create derivative works, publicly perform, publicly display, or otherwise transmit and communicate the UGC, or any portion of it, in any manner or form and in any medium or forum, whether now known or later devised, without notice, payment or attribution of any kind to You or any third party. You also grant to all other users who can access and use Your UGC in Games and XD Services the right to use, copy, modify, display, perform, create derivative works from, and otherwise communicate and distribute Your UGC on or through the relevant XD Services without further notice, attribution, or compensation to You.

3.3 If any right or interest (such as moral rights) in the UGC may not be licensed or transferred under any applicable laws, You hereby expressly waive and agree not to assert any such rights, credits, and/or claim for any compensation from XD.

4. Rules of Conduct

4.1 To use XD Services, You shall comply with all provisions of this Agreement and other rules or policies XD publishes on its official websites, game platforms, or in the game from time to time. You represent, warrant, and agree that You will not use XD Services in any unlawful, threatening, or harassing manner, or take any action that, in XD’s sole discretion, is considered offensive, libellous, defamatory, immoral, objectionable, or unethical, or that is otherwise inconsistent with laws and regulations applicable in the country or region where You live or work.

4.2 In addition to the above, during Your use of XD Services, You agree not to:

4.3 You acknowledge and agree that XD has the right to evaluate Your action solely based on data collected by XD in Games and/or XD Services and decides whether You have violated the above rules or not.

5. Patches, Updates and Changes

We may (but are not obliged to) patch, update or change the Games over time (for example to add or remove features, to resolve software bugs or to balance the game). This will result in mandatory and/or automatic updates and older, non-updated versions may become unusable over time. We need these rights in order to keep the Games running efficiently and we reserve the right to do this without notice or liability to you.

6. Termination

6.1 This EULA is effective from the earlier of the date You purchase, download, or use the Games, until terminated according to its terms. = Your right to use the Games shall immediately cease, and You must immediately uninstall the Games and destroy all copies of the Games in Your possession.

6.2 Your Termination Rights. You can terminate this Agreement by permanently stopping use of the Games at any time. Termination will not affect already existing rights or obligations of us or you.

6.3 Our Termination Rights. We may suspend or terminate your access to the Games and XD services and this Agreement if you materially breach this Agreement, which includes a breach which is serious and/or which could cause real harm to the Games, other end users, XD and its affiliates, licensors and partners. We will try where reasonably possible to contact you to explain why we have done this and what (if anything) you can do as a result. If we suspend or terminate your access to the Games and this Agreement under this section, then we will not have any obligations or liabilities to you at all.

6.4 Stopping the Games. It seems very unlikely, but if we have to stop providing access to the Games and XD Service (in whole or in part – e.g. on a particular platform) permanently and not because of any breach by you, we will try to give you at least thirty (30) days (or other longer periods as required by applicable laws) advance notice by posting a note on our website. In this case, we will not have any future obligations or liabilities to you (this does not affect any pre-existing obligations or liabilities).

6.5 Notwithstanding the foregoing, obligations under this EULA, for example obligations related to IP rights etc. shall survive the termination of the EULA. And also, after this EULA is terminated, both parties shall still be responsible for any consequences resulting from such party’s behavior before the termination, that is to say, if any third party hold XD liable for the consequences of Your actions prior to the termination of this EULA, XD has the right to recover all the damages from You.

7. Disclaimer; No Warranty; Limitation of Liability

7.1 YOU ACKNOWLEDGE AND EXPRESSLY AGREE THAT XD MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, FITNESS, PERFORMANCE, OR INTEROPERABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND ANY CONTENT CONTAINED WITHIN GAMES AND XD SERVICES FOR ANY PURPOSE. YOUR USE OF GAME AND XD SERVICES IS AT YOUR OWN RISK. XD SERVICES ARE LICENSED AND PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.

7.2 XD HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO GAME AND XD SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE EXTENT APPLICABLE LAW DOES NOT ALLOW THE EXCLUSIONS AND DISCLAIMERS OF WARRANTIES AS SET FORTH ABOVE, SOME OF THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, IN WHICH CASE ALL WARRANTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS. YOU ACKNOWLEDGE THAT THE DISCLAIMERS AND EXCLUSIONS CONTAINED HEREIN WILL SURVIVE ANY TERMINATIIN OR EXPIRATION OF YOUR ACCESS TO GAME OR XD SERVICES.

7.3 YOU SPECIFICALLY AGREE THAT IN NO EVENT WILL XD, OUR REPRESENTATIVES, MANAGERS, PARTNERS, SHAREHOLDERS, JOINT VENTURERS, THIRD-PARTY CONTRACTORS, EMPLOYEES, LICENSEES, LICENSORS, ADVERTISERS, OR AGENTS BE LIABLE FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOST PROFITS, OR OTHER DAMAGES WHATSOEVER ARISING IN CONNECTION WITH THE USE OF XD SERVICES, ANY INTERRUPTION IN AVAILABILITY OF XD SERVICES, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LOSS OF DATA, OR USE, MISUSE, RELIANCE, REVIEW, MANIPULATION, OR OTHER UTILIZATION IN ANY MANNER WHATSOEVER OF XD SERVICES OR THE DATA COLLECTED THROUGH XD SERVICES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, OR OTHER FORMS OF DAMAGES, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

7.4 THE MAXIMUM AGGREGATE, CUMULATIVE LIABILITY OF XD, OUR REPRESENTATIVES, MANAGERS, PARTNERS, SHAREHOLDERS, JOINT VENTURERS, THIRD-PARTY CONTRACTORS, EMPLOYEES, LICENSEES, LICENSORS, ADVERTISERS, OR AGENTS WILL NOT EXCEED YOUR DIRECT DAMAGES, IF ANY, UP TO THE TOTAL FEE PAID BY YOU TO US FOR THE GAME.

8. Indemnification

You agree to defend, indemnify, and hold XD, our representatives, managers, partners, shareholders, joint venturers, third-party contractors, employees, licensees, licensors, advertisers, or agents harmless from and against any and all loss, costs, expenses (including reasonable attorneys’ fees and expenses), claims, damages and liabilities related to or associated with Your use of XD Services and any alleged violation by You of this Agreement. XD reserves the right to assume the exclusive defence of any claim for which XD is entitled to indemnification under this section. In such event, You shall provide XD with such cooperation as XD reasonably request.

9. Governing Law and Dispute Resolution

9.1 This Agreement shall be governed by and construed in accordance with the laws of People’ Republic of China, without giving effect to any conflict of law principles. You understand and agree that any dispute arising under this Agreement shall be settled through friendly negotiation by both parties. If mutual agreement cannot be reached through negotiation, either party has the right to file a lawsuit in the court of competent jurisdiction in District Jing’an, Shanghai, PRC.

9.2 Subject to applicable laws and regulations, You confirm and agree that any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither You nor XD will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties.

9.3 You acknowledge that, to the extent permitted by laws of Your country, any disputes arising out Your access or use of XD Services shall be filed within the earlier of: (1) one [1] year since Your aware of such dispute, and (2) one [1] year from the occurrence of the claim or cause of action.

10. Miscellaneous

10.1 Entire Agreement. This Agreement, including the Privacy Policy and other rules or policies XD publishes on its official websites, game platforms, or in the game from time to time, constitutes the entire agreement between You and XD, superseding any prior or contemporaneous communications and proposals (whether oral, written, or electronic) between You and XD.

10.2 Severability. If any provision of this Agreement is found to be illegal or unenforceable, that provision will be severed. The remainder of this Agreement will remain in full force and effect. The severed provision will be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.

10.3 Assignment. This agreement may not be assigned, in whole or part, whether voluntarily, by operation of law, or otherwise, by You without the prior written consent of XD. XD may assign, license, delegate, or otherwise transfer its rights or obligations hereunder to any third party without restriction. Subject to the preceding sentences, the rights and liabilities of the parties hereto are binding on, and shall inure to the benefit of, the parties and their respective successors and permitted assigns. Any attempted assignment other than in accordance with this Section shall be null and void.

10.4 No waiver. XD’s failure or delay to exercise any right set forth hereunder shall not be considered as a waiver of it, nor shall any single or partial exercise of any right preclude XD’s further exercise of it.

10.5 Notice. XD may send You notice through XD Services, the official website, by email or any other means that You may inform us of. Except as otherwise provided in the Agreement, all notices given by You to XD shall be made to the address set forth in Section 11.

11. Contact Us

You can reach us at:

Attn: Customer Service department

Address: Building A1, No. 700 Wan Rong Road, Jing’An District, Shanghai, China 200072