ROXXOLUTION Systems LTD.
License Terms & Conditions

ROXXTTER® END USER LICENSE TERMS AND CONDITIONS

IMPORTANT! - READ CAREFULLY:

THIS ROXXTTER® END USER LICENSE AGREEMENT (THIS “AGREEMENT”) IS A BINDING CONTRACT BETWEEN YOU (AS DEFINED BELOW) AND ROXXOLUTION SYSTEM LTD., 3308A, 33/F, HOPEWELL CENTRE, 183 QUENN’S ROAD WANCHAI, HONGKONG. (REFERRED TO AS “LICENSOR” OR “WE” OR “US” OR “OUR”). WE ARE LICENSING YOU THE RIGHT TO USE THE SOFTWARE (AS DEFINED BELOW). THROUGH COMPLETING YOUR REGISTRATION AT NO CHARGE YOU CONFIRM AND ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS AND FULLY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU REPRESENT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT. YOUR ACCEPTANCE OF THIS AGREEMENT IS ACCEPTANCE ON BEHALF OF ALL INDIVIDUALS OR AN APPROVED ENTITY (AS APPLICABLE) UNDER ANY LICENSE AGREEMENT BETWEEN YOU AND US. UNDER THE TERMS OF THIS AGREEMENT, YOU WILL ALSO BE HEREINAFTER REFERRED TO AS “LICENSEE”.

IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, UPDATE OR OTHERWISE ACCESS OR USE THE SOFTWARE.

RECITALS

A. • We are the owner of a software program which is designed as a fully automated “all-in-one” system and which, based on its structural set-up, allows its users to generate and manage partners, customers, and sponsors for the distribution of selected digital products effectively and sustainably (“Software” or “Roxxtter Machine”).

B. • The Software has been designed for the exclusive use within a certain gateway developed by Affiliates (as hereinafter defined) of LICENSOR (“ROXXTTER GATEWAY” or “ROXXTTER CLUB”) and must be used only for the purpose of managing products and services of the ROXXTTER CLUB. Certain companies affiliated to us (“Affiliates”) have been engaged in setting up the ROXXTER GATEWAY, and you agree that these are entitled to certain benefits granted under these Terms and Conditions including, without limitation, the indemnity referred to below in Paragraph 3 of this Agreement.

C. • The Software includes several modules and features with individual functions which can been freely selected by Licensee. At the time of this Agreement, the available modules consist of the following types: “Starter, “Basic”, “Pro”, “Team”, “Premium” and “Enterprise”. We reserve the right to change, delete or develop new modules without giving prior notice. It is understood and agreed that these Terms and Conditions shall equally apply to all current and future types of modules, along with any future updates, versions, enhancements, or modifications of any software programs or applications.

D. • You acknowledge that this Agreement licenses you the right to use the Software solely within the framework of the ROXXTTER CLUB.

E. • You acknowledge that you have activated your account and have provided yourself with the requisite access data. You represent and warrant that you have not shared, and will not share, any access data with anyone outside your business, or if you have, that any such person is authorized to accept this Agreement as your agent or employee on your behalf and that you are bound by it.

 

AGREEMENT

Relying on your representations in the Recitals above, we and you (the “Parties”) acknowledge and agree to be bound by each of the Recitals and the following provisions of this Agreement (“Terms and Conditions” or “Agreement”):

1. GRANT OF NON-EXCLUSIVE LICENSE.

  1. We hereby grant to you a limited, nontransferable (except as otherwise provided in Paragraph 8 below), non-exclusive license to install, download and otherwise use the Software for the sole use within the framework of the ROXXTER CLUB. The term “use” also includes any permanent or temporary reproduction (copying) of the software by storing, loading, executing, or displaying it for the purpose of running the software and processing data contained within the software by the computer.

  2. The Software shall be made available to you as described in the recitals to this Agreement.

  3. The license for the Software may not be shared or used concurrently for systems outside the ROXXTTER CLUB. The Software is licensed, not sold.

  4. You may make one backup copy of the Software. You may only use backup copies of the Software to reinstall the Software.

2. LICENSE RESTRICTIONS.

  1. You will not and will not allow directly or indirectly any third party to make any use of or disclose the Software in any manner that is not expressly permitted under this Agreement.

  2. You will not and will not allow directly or indirectly any third party to reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code and/or interface protocols of the Software except as expressly allowed by applicable law to ensure interoperability. If you wish to exercise any right to reverse engineer to ensure interoperability in accordance with applicable law, you shall first provide written notice to us and permit us, at our option, to make an offer to provide information and assistance reasonably required to ensure interoperability of the intellectual property contained in the Software with other products for a fee to be mutually agreed upon by both Parties. You shall have no right to the source code of any Software.

  3. You will not and will not allow directly or indirectly any third party to modify, translate, enhance, adapt, or create derivative works from the Software.

  4. You will not and will not allow directly or indirectly any third party to rent, resell, distribute, or sublicense the Software, or otherwise allow directly or indirectly any person or entity to use or access the Software other than your employees that require access to use the Software on behalf of you in a manner permitted by this Agreement.

  5. You will not and will not allow directly or indirectly any third party to copy, reproduce, re-manufacture or in any way duplicate all or any part of the Software except in accordance with the terms and conditions of this Agreement.

  6. You will not and will not allow directly or indirectly any third party to remove or modify any proprietary marking or restrictive legends placed on the Software.

  7. You will not and will not allow directly or indirectly any third party to disclose, provide, or otherwise make available any trade secret contained within the Software.

  8. You will not and will not allow directly or indirectly any third party to use the Software in violation of any applicable law or regulation.

  9. You will not and will not allow directly or indirectly any third party, to defeat, compromise, circumvent, deactivate, or otherwise disable any security features of the Software or security controls (including, without limitation, access controls and password controls) or attempt to do or to allow any of the foregoing.

  10. You will not and will not allow directly or indirectly any third party to use the Software in conjunction with any device or service designed to bypass technological features employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction.

 

3. INDEMNIFICATION.

  1. You agree to indemnify, defend (at our option), and hold harmless us and our Affiliates, our agents, representatives, shareholders, directors, officers, employees (collectively, the “Indemnified Parties”), from and against all liability, injury, loss, cost, damages and expense of any type (including, but not limited to, reasonable court costs and legal fees), for claims arising from or relating to any claim (i) connected with your use of the Software; (ii) that you violated the license granted in Paragraph 1 of this Agreement; (iii) that you violated the data security and privacy provisions in Paragraph 10 of this Agreement; or (iv) that the Software was used by you in connection with the duplication, modification, transmission or distribution of, or any other action relating to, any content or materials in violation of another party’s rights or in violation of any law or Paragraph 2 of this Agreement. You agree that we may enforce the indemnification set out in this Paragraph 3 on behalf and in favour of the Indemnified Parties as their agent and trustee.

4. PROPRIETARY RIGHTS.

  1. All title, ownership, and intellectual property rights in and to the Software are owned by us or Affiliates and one or more Affiliates, and the structure, organization, architecture, object, and source code of the Software, including, but not limited to, any updates or upgrades thereto are the valuable intellectual property of Licensor and its Affiliates. The rights to use the Software, shall be limited to those expressly granted in this Agreement. No other rights with respect to the Software or any related intellectual property rights are implied. Nothing in this Agreement grants you any title, or ownership or intellectual property rights in or to the Software. You also agree that all techniques, algorithms, and processes contained in the Software, or any modification or extraction thereof constitute the intellectual property of Licensor or its Affiliates. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

5. LIMITED WARRANTY POLICY.

  1. IT US UNDERSTOOD AND AGREED THAT NO SOFTWARE CAN BE DEVELOPED SUCH THAT IT IS ENTERELY FREE OF ANY SHORTCOMINGS OR DEFECTS FOR ANY APPLATION. SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND, STATUTORY OR OTHERWISE, EITHER EXPRESS OR IMPLIED. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. However, if it is determined within ten (10) days of installing the Software, that the Software contains a manufacturing defect, we will replace such Software found to be defective solely due to a defect. We make NO express or implied warranty of any kind regarding performance or accuracy of the Software. We disclaim all damages resulting from the performance or accuracy of the Software whether through loss or inaccuracy of any data or our remote access, regardless of any negligence on our part. We will not honour any warranty where the Software has been subjected to physical abuse or used in defective, non-compatible or unapproved equipment. The Software is intended solely for use in a the ROXXTER GATEWAY. THE FOREGOING STATES YOUR SOLE AND EXCLUSIVE REMEDY, AND OUR SOLE AND EXCLUSIVE OBLIGATION, WITH RESPECT TO CLAIMS OF DEFECT IN THE SOFTWARE. NO REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE, EXPRESS OR IMPLIED, IS MADE TO YOU BY US THAT THE SOFTWARE IS FREE FROM CLAIMS OF COPYRIGHT INFRINGEMENT AND MISAPPROPRIATION, OR OF THIRD-PARTY PROPRIETARY RIGHTS OF ANY KIND. AS ALLOWED BY LAW, WE WILL NOT BE LIABLE FOR LOST PROFITS, BUSINESS INTERRUPTION, LOST INFORMATION, OR ANY OTHER INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO YOUR USE OF THE SOFTWARE OR YOUR RELIANCE ON THE SOFTWARE FOR AUDITS AND RECORD RETENTION, IRRESPECTIVE OF THE FORM OF THE CLAIM.

6. FEES AND SUPPORT.

  1. To join the ROXXTTER Club a membership fee is due. A one-time membership fee. The payment is a condition for receiving discounted prices on all products and software licenses offered by ROXXTTER Club. We reserve the right to increase the membership fee at any time without informing you.

  2. A maintenance fee for hosting the software and/or support fee will not be charged. We reserve the right to introduce a maintenance fee at any time without informing you.

  3. We will supply software support for the Software.

  4. This Agreement shall start at the Effective Date of this Agreement (defined below) and shall remain valid for the duration of your ROXXTTER CLUB membership.

7. TERM.

  1. This Agreement shall start at the Effective Date of this Agreement (defined below) and shall remain valid for the duration of your ROXXTTER CLUB membership.

8. TRANSFER AND ASSIGNMENT.

  1. You may not transfer your license the use of the Software under this Agreement without our prior written consent.

  2. Any transfer made, or purported to be made, not in accordance with Paragraph 8.a. is null and void and of no effect and shall also be deemed a material breach of this Agreement.

  3. We may transfer and assign this Agreement without your consent and without notice to you, and this Agreement will inure to the benefit of our successors and assigns.

8. TERMINATION AND DISPUTE RESOLUTION.

  1. If you breach any provision of this Agreement, we may terminate this Agreement without notice to you. We may also terminate this Agreement at any time and without notice to you in the event of unexpected technical issues or security issues with the Software or the general discontinuance or material modification of the Software. Alternatively, if any agreements you have with us or our Affiliates regarding the ROXXTTER CLUB is terminated, expired, or transferred, you must stop using the Software. If you no longer have a membership in the ROXXTTER CLUB, this Agreement will terminate automatically. Upon termination or expiry of this Agreement you right to use the Software shall automatically terminate.

  2. After the termination of this Agreement, you must (i) destroy the Software and all copies thereof, as well as all prints, notes, or documents containing the Software or parts thereof, or (ii) at our discretion, provide written assurance that you have destroyed all copies of the Software and all documents containing the Software or parts thereof.

  3. The provisions of this Agreement that, by their nature, should continue to remain in force and effect after termination or expiration, shall survive the termination or expiration of this Agreement and remain fully valid and enforceable.

  4. You and we agree that any disputes, claims, or controversies arising from this Agreement, or relating to its breach, termination, enforcement, interpretation, or validity, shall be resolved in accordance with the arbitration rules of the International Chamber of Commerce (ICC). The place of arbitration is Hongkong The arbitration award is final and binding on the parties.

9. DATA PRIVACY AND SECURITY.

  1. You acknowledge that privacy laws where you are conducting your business may place limitations or conditions on the collection and sharing of certain personal information you obtain from your employees and customers. You agree to comply with all applicable privacy and/or data protection laws, including, but not limited to, providing adequate disclosure regarding the purpose for which the data is being collected, used, or disclosed, and obtaining all necessary consents with respect to the collection, use, storage and/or disclosure of the personal information. You agree that you will not transmit any personal information using the Software that has not been collected in accordance with applicable privacy, employment, or other laws.

  2. You will also comply with any data security requirements that may be imposed on you by (i) the law where your business is located, (ii) applicable data security standards, and (iii) any other data security requirements we require from time to time, and you may be required to provide reasonable evidence of such compliance upon demand by us.

  3. In the event of any suspected or actual security incident that results in unauthorized access to the Software (including, but not limited to, any actual or suspected unauthorized disclosure of, or access, use, copying, theft, loss of, or inability to account for the Software), or that otherwise constitutes a data breach under applicable law (collectively a “Data Breach”), you will notify us immediately and you agree to cooperate with us in good faith in investigating and responding to any such breach in accordance with our standard policies and procedures. Notice in accordance with this Paragraph 10.c must be provided to us via the following email address: DataSecurity @ roxxtter.club.

  4. We will reimburse you for reasonable costs incurred by you in responding to, and mitigating damages caused by, a Data Breach, provided you are following the provisions of this Paragraph and the Data Breach was not the result of any fraud, negligence, wilful acts or omissions on the part of you or any of your employees.

10. GENERAL.

  1. The provisions of this Agreement replace the provisions of any previous end user license agreement agreed to between the Parties with respect to the Software.

  2. Any notice required to be provided under this Agreement must be provided in writing and be directed to the address specified above if made to us or to the address you have specified in your ROXXTTER CLUB application form. You agree to immediately notify us or any Affiliate of any changes of address.

  3. We reserve the right to take steps we believe are reasonably necessary or appropriate to enforce or verify compliance with the terms of this Agreement.

  4. This Agreement will be governed by and construed in accordance with the laws of Hongkong. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

  5. This Agreement is in the English language, which will control in all respects, unless your business is in Germany in which case the German version of this Agreement controls. No translation of this Agreement into any other language will be given any force or effect to interpret this Agreement, unless required by the law of the country in which your business is located.

  6. If, for any reason, any court, agency, or tribunal with valid jurisdiction in a proceeding to which we are a party, decides in a final, non-appealable ruling, that a Portion (as defined below) of this Agreement is contrary to, or in conflict with any applicable present or future law, rule, or regulation, after giving such Portion the broadest legal interpretation possible, then that Portion will be invalid and severable. A Portion is defined as any distinct or separable provision of this Agreement, which may consist of an entire Paragraph or as little as a phrase stated in a Paragraph or Subparagraph. The remainder of this Agreement will not be affected and will continue to be given full force and effect.

  7. This Agreement contains the entire understanding of the Parties, and supersedes any prior written or oral understandings or agreements of the Parties relating to the subject matter of this Agreement. Any amendment to this Agreement must be made only by a written agreement.
  8. You acknowledge you read and understand this Agreement and you agree to be bound by its terms and conditions.

IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date you accept this Agreement as recorded in the database (the “Effective Date”).