END USER LICENCE AGREEMENT

This is a binding agreement between you, an individual, and XaXaX B.V., Grasbeemd 15A, 5705DE Helmond, The Netherlands hereafter XaXaX B.V.. This End User License Agreement (the “Agreement”) covers your use of software (the “Digital Product”) developed by XaXaX B.V., which you have downloaded to a supported device via the means specifically approved by XaXaX B.V. for this purpose and to which this End User License Agreement has been attached by XaXaX B.V..

This Agreement comes into force when you download the Digital Product to a supported device and indicate your acceptance of this Agreement by means specifically provided by XaXaX B.V. for this purpose.

If you are under the age of 18, you must get your parent or legal guardian to accept this Agreement.

The Digital Product is provided by XaXaX B.V. as part of XaXaX Account services. To start and use this Digital Product, you must create and/or link a XaXaX Account offered by XaXaX B.V. and accept the XaXaX B.V. Account Agreement.

Article 1 - License

Subject to the creation and/or linkage of a XaXaX B.V. Account, XaXaX B.V. grants to you a non-exclusive license to use the Digital Product (including any updates of the Digital Product) for your personal and non-commercial use. The Digital Product must not be used for any other purpose. In particular, without XaXaX B.V.’s written consent, you must neither lease nor rent the Digital Product, nor sublicense, publish, copy, modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Digital Product other than as expressly permitted by applicable law.

The license for the Digital Product is valid from the moment of your acceptance of this Agreement by means specifically provided by XaXaX B.V. for this purpose and from the moment of your creation and/or linkage of a XaXaX B.V. Account. The license is registered to your user account related to the Digital Product.

Article 2 - Use of Digital Product

If the use of the Digital Product requires you to log in, you must keep your login information secure at all times. In the event you become aware of or reasonably suspect any breach of security, such as an unauthorized access to your Digital Product by a third party, or of any loss, theft or disclosure of your login information, you must immediately notify XaXaX B.V..

If the Digital Product offers any online functionalities, you are responsible for any costs in relation to the use of online functionalities via your copy of the Digital Product (including any internet connection fees, the costs for the necessary equipment and any other relevant fees and charges), whether by you or by your friends, your family or any other third party. The exact amount of these costs depends, among other things, on the device that you use, on your use of the Digital Product and on the conditions of your internet access provider.

The features available in the Digital Product may differ from country to country. If you change the country you wish your user account to be associated with, you may need to accept the End User License Agreement specific to the new country to be able to continue using your Digital Product with the new country settings.

Article 3 - User-Generated Content

The Digital Product may offer the functionality of creating, sending, posting or otherwise making available “User-Generated Content”, meaning any communications, messages, text, images, drawings, photos, sound, voice/audio recordings, music, movies, information, data and any other material and content (including user names, nicknames, customized characters, customized levels, maps, scenarios etc.).

XaXaX B.V. is not responsible for any User-Generated Content. User-Generated Content is the sole responsibility of the user who posted, sent or otherwise made available such User-Generated Content using the Digital Product. XaXaX B.V. is not obligated to monitor User-Generated Content. However, if XaXaX B.V. becomes aware of possibly unlawful or inappropriate User-Generated Content, XaXaX B.V. reserves the right to delete or to block access to such User-Generated Content at its own discretion.

If you post, send or otherwise make available User-Generated Content using the Digital Product you grant XaXaX B.V. a non-exclusive, worldwide, royalty-free, perpetual and fully transferable right to reproduce, publish and make available User-Generated Content as envisaged by the Digital Product that you use to post, send or otherwise make available such User-Generated Content. This does not apply to User-Generated Content contained in any private messages or in any other private communication.

You acknowledge that, depending on the functionalities of the Digital Product, your User-Generated Content may be viewed, reproduced, published and/or modified by third parties. You should not include personal information such as your name, your email address, your address or your telephone number or any other sensitive data in User-Generated Content.

You acknowledge that any User-Generated Content may be deleted from XaXaX B.V. servers at any time. XaXaX B.V. is not obligated to store any User-Generated Content.

User-Generated Content that you post, send or otherwise make available through XaXaX B.V. Network must comply with the XaXaX B.V. Code of Conduct.

Article 4 - XaXaX Code of Conduct

When using the Digital Product, you must comply with the XaXaX Code of Conduct. The XaXaX Code of Conduct prohibits all illegal, harmful or otherwise inappropriate conduct, including, but not limited to the following:

a) Illegal, harassing, hateful, defamatory, embarrassing, offensive, obscene, sexually explicit or otherwise objectionable actions performed via the Digital Product;

b) Making, sharing or playing unauthorized copies of the Digital Product or any part of it; making new versions of existing Digital Products (“derivatives”);

c) Using cheats (including exploits of any in-game bugs and malfunctions granting you and/or any other user an advantage over other users not using such methods), automation software (bots), hacks, mods or any other unauthorized software designed to modify the Digital Product or any part of it or using any unauthorized device or any unauthorized modification of the device on which you use the Digital Product; attempting to derive source code of the Digital Product;

d) Gaining unauthorized access to any of XaXaX B.V.’s computers, hardware, equipment, servers or networks used to support the Digital Product; hosting, intercepting, emulating, reverse engineering any part of the Digital Product or redirecting the communication protocols used by XaXaX B.V. to support the Digital Product, regardless of the method used to do so;

e) Engaging in any commercial or advertising activity, or arranging meetings using the Digital Product;

f) Selling, trading, assigning or otherwise transferring your user account related to the Digital Product to another person or entity;

g) Posting, sending or otherwise making available via the Digital Product any content that infringes the rights of others, including any patent, trademark, trade secret, copyright, privacy rights, portrait rights or other intellectual property or proprietary rights;

h) Posting, sending or otherwise making available via the Digital Product any content that contains personal data (including photos, images and videos) of any third party without their permission;

i) Fraudulent activities performed in relation to the Digital Product;

j) Selling, trading, assigning, licensing, or otherwise conveying for real money digital items that may be used within the Digital Product;

k) Engaging in any conduct disrupting or diminishing the game experience for other users of the Digital Product; in particular, engaging in any behavior that endangers the gaming and usage experience of other users.

Article 5 - Background Communication Features and Updates

a) Background Communication Features

If the Digital Product offers online functionalities, and the device on which the Digital Product has been installed is connected to the internet, the Digital Product may perform automatic background communication with XaXaX B.V. servers and other supported devices.

Background communication with XaXaX B.V. servers enable the Digital Product to receive software updates, updates for content used via the Digital Product, new versions of the Digital Product (together “Updates”) and important service messages from XaXaX B.V. A software update of your Digital Product may be required to fully or to further enjoy the Digital Product.

Background communication with other supported devices may happen depending on the functionalities of the Digital Product. You will be informed about such background communication features in your Digital Product.

You can disable background communication features in the settings of your device and/or in the settings of the Digital Product.

b) Updates

A software update of the operating system of the supported device may be required to use an Update.

Article 6 - Virtual Items

The Digital Product may offer the functionality of acquiring and/or using digital items within the Digital Product (“Virtual Items”).

The means to acquire Virtual Items may be provided by XaXaX B.V. and/or third parties (for example, via the service which you used to download the Digital Product). The acquisition of Virtual Items is subject to the terms and conditions of the respective service.

If you acquire any Virtual Items, the Virtual Items will be made available to you by XaXaX B.V. in the form of a license (right) to trade or exchange for other digital items within the respective Digital Product. The Virtual Items as well as other digital items traded or exchanged for the Virtual Items can only be used within the respective Digital Product, cannot be transferred to a third party (unless a transfer is permitted within the Digital Product) and cannot be exchanged for legal tender or any item or right outside of the Digital Product.

Article 7 - XaXaX B.V. Intellectual Property

Except as explicitly set out in this Agreement, XaXaX B.V. does not provide you with any right, title or interest in the “XaXaX B.V. Intellectual Property” (meaning all intellectual property, including but not limited to registered and unregistered trademarks, service marks, logos, registered and unregistered designs, copyrights, database rights, inventions, patents, trade secrets, know-how, Mii characters and other confidential and proprietary information which XaXaX B.V. developed, owns or is granted a license to use). XaXaX B.V. reserves all rights in the XaXaX B.V. Intellectual Property.

Article 8 - XaXaX B.V.'s Liability

If we fail to comply with these terms, XaXaX B.V. is liable for damages arising as a foreseeable result of our negligence or breach of this Agreement. We are not responsible for any loss or damage that is not foreseeable. Loss or damage are foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into this Agreement. As the Digital Product is for your own personal recreational and non-commercial use, we are also not responsible for any loss of profit, loss of business, business interruption, loss of data or loss of business opportunity.

We do not in any way exclude or limit our liability for: intent or gross negligence; death or personal injury; fraud or fraudulent misrepresentation; any breach of the terms implied by law relating to our title to the XaXaX B.V. Intellectual Property and the Digital Product; any breach of the terms implied by law relating to the description, satisfactory quality and fitness for purpose of the Digital Product; and product liability.

Article 9 - Termination of the Agreement

You may terminate this Agreement at any time via the means specifically approved by XaXaX B.V. for this purpose by providing notice to XaXaX B.V. Customer Support.

XaXaX B.V. may terminate this Agreement, or any part of this Agreement, if you breach the terms of this Agreement. In case of minor breaches XaXaX B.V. will provide you with a prior warning of your non-compliance and give you an opportunity to remedy this. However, if your behavior is utterly unacceptable, XaXaX B.V. is not required to provide you with such prior warning. Behavior is considered utterly unacceptable in case of serious violations of the XaXaX B.V. Code of Conduct and other important provisions of this Agreement.

XaXaX B.V. may also terminate this Agreement, or any part of this Agreement, at any time, for legal, technical or commercial reasons. In this case, we will provide you with reasonable advance notice.

Article 10 - Governing Law

The contractual relationships of the parties of this Agreement shall be governed by the laws of Japan, to the exclusion of the UN Sales Convention on Contracts for the International Sale of Goods. For the avoidance of doubts, this does not affect the applicability of mandatory statutory laws of your country of residence such as consumer protection laws.

Article 11 - Customer Support

If you have any questions about this Agreement, please send an email to XaXaX B.V.: hello@xaxax.io

Article 12 - Use on Apple’s Devices

If you use the Digital Product on a device provided by Apple, Inc. (“Apple”), the following applies:

a) The Digital Product should be used in line with the App Store Terms of Service.

b) The parties acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Digital Product.

c) The parties acknowledge that Apple bears no responsibility for any claims that the use of the Digital Product infringes the intellectual property rights of third parties.

d) You represent and warrant that you do not live in a US export-embargoed country or a country designated as a “terrorist supporting” country by the United States government, and that you are not on the list of people barred or excluded from the United States.

e) The parties acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement and Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third-party beneficiary thereof.