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Terms of Service

Welcome, and thank you for your interest in Zaidengdeng Holdings HK Limited (“MageCosmos,” “we,” or “us”) and our website at https://www.magecosmos.live/, along with our related websites, networks, desktop applications (each, a “Desktop Client”), VR headset applications (each, a “VR Client” and together with any Desktop Clients, “Clients”), software development kits for use in connection with any technology or services made available by or on behalf of MageCosmos (each, an “SDK”), and other services provided by us (collectively, including any Clients and SDKs, the “Platform”). This MageCosmos Terms of Service (this “TOS”), is a legally binding contract between you and MageCosmos regarding your use of the Platform.

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING “I ACCEPT,” OR BY USING THE PLATFORM OR ANY PART OF THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS TOS. If you are not eligible, or do not agree to this TOS, then you do not have our permission to use the Platform or any part of the Platform.

You acknowledge and agree that, as provided in greater detail in this TOS:

  • Any client is licensed, not sold to you;

  • You may use the Platform only as set forth in this TOS;

  • the Platform is provided “as is” without warranties of any kind and MageCosmos’s liability to you is limited;

  • Disputes arising under this TOS will be resolved by binding arbitration, and by accepting this TOS, as described in greater detail in Section 26, you and MageCosmos are each waiving the right to a trial by jury or to participate in a class action.

1. Platform Overview

MageCosmos is a platform for experiencing, creating, and publishing social virtual reality experiences. Subject to compliance with this TOS, and dependent on the then-current functionality of the Platform, users of the Platform (“Users”) may be able to use it to create, share, and interact with virtual worlds and avatars.

2. Eligibility

You must be at least 13 years of age to use the Platform. By agreeing to this TOS, you represent and warrant to us that: (a) you are at least 13 years of age; (b) you have not previously been suspended or removed from the Platform; and (c) your registration and your use of the Platform complies with all applicable laws and regulations. If you are at least 13 but are under the age of 18, you may only use the Platform with your parent’s or guardian’s consent and your parent or guardian must provide consent after having read this TOS. In such a case you represent and warrant and covenant that both you and your parent or guardian have read and consent to this TOS (including all the conditions, limitations, disclaimers, and waivers provided herein). You further acknowledge and agree that by using the Platform you are accepting a benefit that you cannot return or disgorge and that we are relying on your representations regarding your ability to accept and perform this TOS, and you therefore waive any right you may have under applicable law to void, rescind, or otherwise avoid this TOS. If you are a parent or guardian consenting to this TOS on behalf of a child between the ages of 13 and 18, you additionally agree to guarantee and be fully responsible for that person’s performance hereunder, including all financial obligations or liability he or she may incur, and all disclaimers and waivers of applicable legal protections provided herein, and you agree to take all actions (including executing such additional documents or agreements) necessary to effect and perfect the foregoing. In all other cases, you represent that you are 18 years or older and fully competent to enter into this TOS, and you hereby agree and acknowledge that you have read, understood, and agree to be bound by this TOS without modification.

If you are using the Platform on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to this TOS and you agree to be bound by this TOS on behalf of that organization.

3. Accounts and Registration

To access most features of the Platform, you must register for an account (your “User Account”). When you register, you may be required to provide us with some information about yourself, such as your email address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. When you register, you will be asked to provide a password.

You may also access certain features of the Platform using your login credentials for third-party accounts, such as your account with Steam, Facebook/Oculus, or HTC/Viveport (each a “Third-Party Account”). The Platform may offer functionality allowing you to merge your User Account with a Third-Party Account.

You are solely responsible for maintaining the confidentiality of the password(s) for your User Account and any Third-Party Accounts (each an “Account”), and you accept responsibility for all activities that occur under your Accounts. If you have reason to believe that your account is no longer secure, then you must immediately notify us at bd@magecosmos.com.

4. Client Licenses

Subject to your complete and ongoing compliance with the terms and conditions in this TOS, MageCosmos grants you a limited, non-commercial (except as otherwise specified in this TOS or other written agreement between you and MageCosmos), non-exclusive, non-transferable, non-sublicensable, revocable license to each copy of any Client downloaded directly from MageCosmos’s website or from a legitimate marketplace (such as the Oculus, Steam, or Viveport Store), solely in an executable application format, for your personal use for lawful purposes, on a single compatible device you own or control, and to access and use the Platform in accordance with this TOS. The terms “Desktop Client” and “VR Client,” as used in this TOS, include any updates or modifications to the applicable Client made available to you by or on behalf of MageCosmos (unless provided with separate terms, in which case those terms are hereby incorporated into this TOS unless otherwise stated in those separate terms, and will control in the event of a conflict with the terms of this TOS, but only with respect to the applicable Client).

5. MageCosmos SDK License

Your use of any SDK or related SDK materials is subject to your complete and ongoing compliance with the terms and conditions in this TOS and the SDK terms applicable to the SDK (which are incorporated into this TOS by this reference).

6. Trademark License

Subject to your complete and ongoing compliance with this TOS, MageCosmos grants you a limited, non-commercial (except as otherwise specified in this TOS or other written agreement between you and MageCosmos), non-exclusive, non-transferable, non-sublicensable, revocable license to use its trade names, trademarks, service names, and service marks (“Marks”), solely when used in compliance with the then-current MageCosmos brand guidelines (or any successor URL designated by MageCosmos) (the “Brand Guidelines”), and solely in connection with permitted uses under this TOS, in each case, provided that you may not use any Marks in a way that would suggest that you are affiliated with MageCosmos or that MageCosmos has reviewed or approved of any of the content with which the Marks are used. The Brand Guidelines are incorporated into this TOS by this reference. Any goodwill in the Marks will inure solely to MageCosmos.

7. No Support

We are under no obligation to provide support for the Platform. In instances where we may offer support, the support will be subject to applicable published policies.

8. Payment

8.1. Payments Generally. Access to the Platform, or to certain features of the Platform, may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise stated, all fees or other amounts specified in this TOS or on the Platform are in U.S. dollars and are non-refundable. Purchases made through third-party markets, such as Steam and Oculus, may be governed by additional terms provided by such third-party markets. If MageCosmos changes the fees for any part of the Platform, including by adding additional fees or charges, MageCosmos will provide you advance notice of those changes. If you do not accept the changes, MageCosmos may discontinue providing the Platform or the applicable portion of the Platform to you. MageCosmos or its third-party payment processors will charge the payment method you specify at the time of purchase. You authorize MageCosmos and its third-party payment processors to charge all sums as described in this TOS to that payment method. If you pay any fees with a credit card, MageCosmos or its third-party payment processors may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. If you use the Platform to update or cancel any existing authorized payment, it may take up to 10 business days for the update or cancellation to take effect.

8.2. Subscription Service. Certain premium features on the Platform may be made available through purchase of a subscription (“Subscription Service”). Subscription Services involve automatically recurring payments for periodic charges and may be purchased through a third-party market. If you activate a Subscription Service, you authorize MageCosmos (or the applicable third-party market) to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your Account, all accrued sums for your subscription to the Subscription Service on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when you first purchase a subscription to a Subscription Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that you select on your Account (such period, the “Initial Subscription Period”), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a “Subscription Period”). Your Account will be charged automatically on the Subscription Billing Date for all applicable fees and taxes for the next Subscription Period. Your subscription to the Subscription Service will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription to a Subscription Service before it renews in order to avoid billing of the next periodic subscription fee to your Account. We (or the applicable third-party market) will bill the periodic subscription fee to the payment method you provide during purchase (or to a different payment method if you change your payment information). We may suspend or terminate access to a Subscription Service for any Account for which any amount is due but unpaid. In addition to the amount due for any Subscription Service, a delinquent Account may be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal subscription fee is due, then MageCosmos reserves the right to suspend your Account and your access to the Platform without any liability to you. If your Account is terminated or suspended for violation of this TOS, any ongoing Subscription Service associated with the Account may be canceled and no refund will be provided for any remaining portion of your then-current Subscription Period(s). Payments for Subscription Services are non-refundable. If you have activated a Subscription Service through a third-party market, you may cancel your subscription to that Subscription Service through the third-party market’s account settings or other procedures established by that third-party market. If you have questions, please email us at bd@magecosmos.com.

9. User Content

9.1. User Content Generally. Certain features of the Platform may permit Users to develop content on or submit, upload, publish, broadcast, or otherwise transmit content to or via the Platform (directly, through any automated process, or via a third party acting on your behalf or at your direction) (“Post”), including software code, messages, photos, video, images, folders, data, text, and other types of works (all such content, “User Content”). As between you and MageCosmos, you retain copyright and any other proprietary rights in the User Content you Post, subject to the licenses granted in this TOS or in any other agreement between you and MageCosmos.

9.2. Limited License Grant to MageCosmos. By Posting any User Content, you grant MageCosmos a worldwide, non-exclusive, irrevocable, royalty-free, perpetual, fully-paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works as authorized in this TOS, and distribute that User Content, in whole or in part, in any media formats and through any media channels, in each instance whether now known or hereafter developed. All of the rights you grant in this TOS are provided on a through-to-the-audience basis, meaning the owners or operators of external services will not have any separate liability to you or any other third party for User Content that is Posted or otherwise used on external services via the Platform. You agree to pay all monies owing to any person or entity resulting from Posting your User Content and from MageCosmos’s exercise of the license set forth in this Section. You agree that the license granted to MageCosmos under this Section 9.2 applies to any User Content you directly or indirectly previously posted.

9.3. Limited License Grant to Other Users. By Posting or sharing User Content with other Users of the Platform in a public portion of the Platform, or by setting any of your User Content to public, you grant those Users a non-exclusive license to access and use that User Content as permitted by this TOS and the functionality of the Platform.

9.4. User Content Representations and Warranties. You must not Post User Content if you are not the owner of or are not fully authorized to grant rights in all of the elements of that User Content. MageCosmos disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of Posting User Content. By Posting User Content, you affirm, represent, and warrant that:

a. You are the creator and owner of that User Content, or have the necessary licenses, rights, consents, and permissions to authorize MageCosmos and Users to use and distribute that User Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by MageCosmos, the Platform, and this TOS;

b. your User Content, and the Posting or other use of your User Content as contemplated by this TOS, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause MageCosmos to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; and

c. Your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

9.5. Deleting User Content. Where permitted by functionality within the Platform, you may delete copies or instances of your User Content that you have uploaded to your Account through the normal functionality of the Platform. If you delete your User Content through use of that functionality, the licenses granted by you in this Section 9 to your User Content terminate as described in this Section 9.6 with respect to the particular copies or instances of your User Content that you have deleted. The termination of the licenses does not apply to any copies or instances of the same User Content that you have not specifically deleted from the Platform, including those that may be displayed elsewhere or that may be stored by other users to whom you transferred copies. The licenses under this Section 9 that you granted to your User Content that you have deleted through the Platform will survive termination solely to allow MageCosmos to: (a) retain server copies of particular instances of your User Content, including copies stored in connection with back-up, debugging, and testing procedures; and (b) enable the exercise of the licenses granted in this Section 9 for any other copies or instances of the same User Content that you have not specifically deleted from the Platform, including those that may be displayed elsewhere or that exist in other Users’ account inventories.

9.6. User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. MageCosmos may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates this TOS or is otherwise objectionable. You understand that, when using the Platform, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. Most User Content, including worlds and avatars, available through MageCosmos is created by other users or third parties, and MageCosmos does not control or actively monitor the content or technical features of individual worlds, avatars, or other User Content. You understand that any world you enter is at your own risk. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against MageCosmos with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to this TOS, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, MageCosmos does not permit copyright-infringing activities on the Platform.

10. Restrictions

You may not reproduce, distribute, publicly display, publicly perform, or create derivative works of any part of the Platform except as otherwise expressly agreed in a separate written agreement between you and MageCosmos. You may not use any part of the Platform for any commercial uses or other uses outside the scope of what is expressly permitted in this TOS without entering into a separate written agreement with MageCosmos that expressly allows that expanded use (such an agreement, a “Commercial Use Agreement”). Unless, and solely to the extent that, such a restriction is impermissible under applicable law or applicable third-party license, you may not, and may not permit any third party to: (a) decompile, reverse engineer, or otherwise access or attempt to access the source code for any portion of the Platform, or make or attempt to make any modification to any portion of the Platform (other than modifications of the type described in the applicable User documentation made available to you by MageCosmos) or (b) interfere with or circumvent any feature of the Platform, including any security, or access control mechanism. You may not use the Platform for any purpose other than a purpose for which the applicable part of the Platform is expressly designed. If you are prohibited under applicable law from using any part(s) of the Platform, you may not use them. You represent and covenant that you have complied and will continue to comply with the rights and obligations set forth in this TOS with regards to your use of any part(s) of the Platform previously downloaded or accessed. We make no representation that the Platform is appropriate or available for use outside of the United States. Access to the Platform from countries or territories or by individuals where such access is illegal is prohibited. Nothing in this Section 11 or in this TOS is intended to restrict Users from streaming their use of the Platform through a third-party streaming platform, including Twitch and YouTube, provided that such use is in compliance with all other terms of this TOS, including the Brand Guidelines and in compliance with all applicable third-party terms relating to those third-party systems (such streaming, “Permitted Streaming”). This TOS does not prohibit you from monetizing such streaming through third-party streaming platforms’ authorized monetization systems. Your use of any third-party streaming platform is subject to that platform’s terms.

11. Prohibited Conduct and Anti-Cheat Measures

11.1. Prohibited Conduct

By using the Platform, you agree not to:

a. use the Platform for any illegal purpose or in violation of any local, state, national, or international law;

b. violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

c. share, publicly Post, copy, or distribute another User’s User Content without their permission (except for Permitted Streaming);

d. Post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;

e. interfere with security-related features of the Platform, including by: (i) disabling or circumventing features that prevent or limit use, printing, or copying of any content or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Platform, including any SDK, except to the extent that the activity is expressly permitted by applicable law;

f. upload to the Platform any software code, routine, or instructions that interfere with, or otherwise attempt to impair, the operation of the Platform, any User’s enjoyment of the Platform, or any User’s underlying code or hardware, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another User; (iii) attempting to collect personal information about another User or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Platform, or violating any regulation, policy, or procedure of any such network, equipment, or server;

g. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Platform account without permission, or falsifying your age or date of birth;

h. bypass any security or other features of the Platform designed to control how the Platform is used, harvest, or mine User Content from the Platform, or otherwise access or use the Platform in a manner inconsistent with individual human usage;

i. use any engine, software tool, agent, device, or mechanism (including any robot, spambot, spider, crawler, scraper, or other automated means or interface) not provided by us to access, search, or otherwise use any portion of the Platform or to extract data;

j. decipher, reverse engineer, decompile, or disassemble the Platform or any Client, or the software used to provide the Platform or a Client, in whole or in part, or authorize, direct, or cause a third party to do so;

k. use, display, mirror, frame, or utilize framing techniques to enclose the Platform or any content available through the Platform (“Content”), or any portion or component of the Platform, unless and solely to the extent MageCosmos provides the means for embedding any part of the Platform or the Content;

l. access, tamper with, or use non-public areas of the Platform, MageCosmos’s (or its infrastructure providers’) computer systems and infrastructure, or the technical delivery systems of MageCosmos’s providers;

m. use the Platform in any manner to harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights of any other party;

n. sell or otherwise transfer the access granted under this TOS or any Materials (as defined below) or any right or ability to view, access, or use any Materials; or

o. attempt to do any of the acts described in this Section 12, or assist or permit any person to engage in any of the acts described in this Section 12.

11.2. Anti-Cheat Measures

We aim to provide users with a positive user experience on the Platform by minimizing abuse of MageCosmos or other users on the Platform. We strictly enforce prohibitions against cheating, hacking, account stealing and any other unauthorized or fraudulent activity on the Platform. We use a variety of anti-cheat and fraud prevention technologies (collectively, the “Anti-Cheat Measures”) to help us identify and prevent malicious activity. The Anti-Cheat Measures technologies may be developed by MageCosmos or a third party. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NONE OF MageCosmos’S THIRD-PARTY PROVIDERS OF ANTI-CHEAT MEASURES WILL HAVE ANY LIABILITY TO YOU WITH RESPECT TO SUCH ANTI-CHEAT MEASURES.

When you launch MageCosmos, the Anti-Cheat Measures may monitor your gameplay and device’s RAM, processes, communications, and file storage for purposes of detecting violations of, and enforcing, this TOS, including but not limited to the use of “modified clients” (“Mods”) to participate in Prohibited Conduct as defined in this Section 12.

MageCosmos may collect relevant information needed for our investigation and enforcement purposes, such as your account information, details related to your use of Mods, and any time cheating was detected. We also may terminate your account if we determine you have been cheating.

If you deny MageCosmos or its service providers the ability to process personal data or request that it be deleted such that MageCosmos cannot determine whether you are using modified software or cheating, MageCosmos has the right to block your access to use a Client or the Platform and prevent use of a Client or the Platform.

12. Termination; Discontinuation and Modification of the Service

This TOS is effective beginning when you accept this TOS or first access or use the Platform, and ending when terminated as described below.

You may terminate your User Account at any time by contacting customer service at bd@magecosmos.com or through account deletion functionality that may be provided to you via the Platform. If you log into the Platform using a Third-Party Account, you may only terminate your Account through emailing bd@magecosmos.com If you terminate your Account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Platform.

If you violate any provision of this TOS, your permission from us to use the Platform will terminate automatically. In addition, MageCosmos may, in its sole discretion, terminate your User Account on the Platform or suspend or terminate your access to the Platform at any time for any reason or no reason, with or without notice. Pre-paid fees, if any, will not be refunded if your User Account or access to the Platform is suspended or terminated due to violation of this TOS.

We also reserve the right to terminate this TOS, or modify or discontinue all or any portion of the Platform at any time (including by limiting or discontinuing certain features of the Platform), temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Platform, including any paid-for functionalities of the Platform, or any suspension or termination of your access to or use of the Platform. You should retain copies of any User Content you Post so that you have permanent copies if the Platform is modified in such a way that you lose access to User Content you posted.

Upon termination of this TOS, (a) your license rights will terminate and you must immediately cease all use of the Platform; (b) you will no longer be authorized to access your Account or the Platform; (c) you must pay MageCosmos any unpaid amount that was due prior to termination, and (d) all payment obligations accrued prior to termination and Sections 2, 3, 8, 9, 10, 11, 12, 13, 15, 16, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28 and 29, and any terms that survive within the Ancillary Agreements (defined below), will survive. You are solely responsible for retaining copies of any User Content you Post since upon termination of your Account, you may lose access rights to any User Content you Post. If your account has been terminated for a breach of this TOS, you are prohibited from creating a new account on the Platform using a different name, email address or other forms of account verification.

13. Third-Party Platforms and Linked Websites

MageCosmos may provide tools through the Platform that enable you to export information, including User Content, to third-party services, including through features that allow you to sign into a third-party service using your Account credentials, link your account on MageCosmos with an account on the third-party service, such as Twitter or Facebook, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you hereby authorize MageCosmos to transfer that information to the applicable third-party service. Third-party services are not under our control, and, to the fullest extent permitted by law, we are not responsible for any third-party service’s use of your exported information. The Platform may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content. Please be sure to review the terms of service and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, MageCosmos will have no control over the information that has been shared.

14. Use of Data

You agree that MageCosmos may collect, use, and share information, including UDID and other information about you, your device, system, any Client, and peripherals, as disclosed in the MageCosmos Privacy Policy (or any successor URL designated by MageCosmos) (the “Privacy Policy”). Please read the Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, this TOS.

15. IP Ownership, Reservation of Rights

The Platform, including any Clients and SDKs, is, as between you and MageCosmos, owned and operated by MageCosmos. The Clients, SDKs, Content, visual interfaces, interactive features, information, graphics, design, compilation, computer code (including source code or object code), products, services, and all other elements of the Platform (the “Materials”), are protected by copyright, trade dress, patent, and trademark laws of HK and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. As between you and MageCosmos, all Materials, including all associated intellectual property rights, are the sole and exclusive property of MageCosmos, its subsidiaries or affiliated companies, or its third-party licensors. You may not sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or use the Materials except as expressly authorized under this TOS. MageCosmos reserves all rights not expressly granted in this TOS. You do not acquire any right, title, or interest in the materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this TOS.

16. Third Party Software

The software you download comprises a package of components, including certain third-party software (“Third-Party Software'') provided under separate license terms (the “Third-Party Terms”). Your use of the Third-Party Software in conjunction with any Client or the SDK in a manner consistent with this TOS is permitted, however, you may have broader rights under the applicable Third-Party Terms and nothing in this TOS prevents, restricts, or is intended to prevent or restrict your use of the Third-Party Software under the applicable third-party licenses or to limit your use of Third-Party Software under those third-party licenses. The Platform may contain or be provided together with open source software. Each item of open source software is subject to its own applicable license terms. Copyrights to the open source software are held by the respective copyright holders indicated therein.

17. Modification of this TOS

We reserve the right, at our discretion, to change this TOS on a going-forward basis at any time. Please check this TOS periodically for changes. Revisions will be effective immediately except that, for existing Users, material revisions will be effective as stated below. If a change to this TOS materially modifies your rights or obligations, you will be required to accept the modified TOS in order to continue to use the Platform. This TOS will be identified by the most recent date of revision and will be effective immediately upon being made available through https://www.magecosmos.live/ or otherwise through the Platform, except: (a) if any such modification materially alters your rights under this TOS, we will attempt to notify you directly through a message sent to the email address you have provided to MageCosmos, if any, or through a pop-up window or other notification when you access or use the Platform; (b) such materially modified TOS will be effective upon the earlier of your use of the Platform with actual knowledge of the changes or thirty days after the changes are made available to you; and (c) no modifications to this TOS will apply to any dispute between you and MageCosmos that arose prior to the date of such modification. Your use of the Platform after modifications to this TOS become effective constitutes your binding acceptance of such changes. If you are dissatisfied with the terms of this TOS or any modifications to this TOS, then you agree that your sole and exclusive remedy is to discontinue any use of the Platform.

18. Feedback

If you provide MageCosmos with any comments, bug reports, feedback, or modifications proposed or suggested by you for the Platform (“Feedback”), such Feedback is provided on a non-confidential basis (notwithstanding any notice to the contrary you may include in any accompanying communication), and MageCosmos will have the right to use such Feedback at its discretion, including the incorporation of such suggested changes into the Platform. You hereby grant MageCosmos a perpetual, unrestricted, irrevocable, nonexclusive, fully-paid up, royalty-free license under all rights necessary to exploit and use your Feedback for any purpose, including improving the Platform and creating other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

19. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Platform, and you will defend and indemnify MageCosmos and its officers, directors, managers, members, employees, consultants, affiliates, subsidiaries, and agents and any licensors or suppliers that provide Materials (together, the “MageCosmos Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Platform; (b) your violation of any portion of this TOS, any representation, warranty, or agreement referenced in this TOS, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.

20. Disclaimers; No Warranties

ALL PARTS OF THE PLATFORM AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PLATFORM (INCLUDING ANY USER CONTENT) ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAGECOSMOS ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PLATFORM AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PLATFORM (INCLUDING ANY USER CONTENT), INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE MAGECOSMOS ENTITIES DO NOT WARRANT THAT THE PLATFORM OR ANY PORTION OF THE PLATFORM, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE PLATFORM (INCLUDING ANY USER CONTENT), WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. MAGECOSMOS EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF LOCATION-BASED SERVICES, AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE PLATFORM, OR THE QUALITY OR CONSISTENCY OF THE PLATFORM. MAGECOSMOS FURTHER DISCLAIMS ANY WARRANTY OR LIABILITY RELATED TO YOUR CARRIER’S NETWORK OR SERVICE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PLATFORM OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PLATFORM WILL CREATE ANY WARRANTY REGARDING ANY OF THE MAGECOSMOS ENTITIES OR THE PLATFORM THAT IS NOT EXPRESSLY STATED IN THIS TOS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE PLATFORM, YOUR DEALING WITH ANY OTHER USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PLATFORM. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE PLATFORM, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE PLATFORM AND ANY ASSOCIATED SITES OR PLATFORMS, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE PLATFORM), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE PLATFORM OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 21 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. MAGECOSMOS DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT MAGECOSMOS IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

21. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MAGECOSMOS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE PLATFORM OR ANY MATERIALS OR CONTENT ON THE PLATFORM, OR OTHERWISE ARISING OUT OF THIS TOS (INCLUDING ANY ANCILLARY AGREEMENT), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY MAGECOSMOS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 26.5.c, THE AGGREGATE LIABILITY OF THE MAGECOSMOS ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE PLATFORM OR OTHERWISE UNDER THIS TOS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO MAGECOSMOS FOR ACCESS TO AND USE OF THE PLATFORM IN THE 12 MONTHS PRIOR TO THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIM OR (b) $100.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

EACH PROVISION OF THIS TOS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS TOS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS TOS. THE LIMITATIONS IN THIS SECTION 22 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

22. Third Party Disputes

MAGECOSMOS IS NOT AFFILIATED WITH ANY CARRIER, SERVICE PROVIDER, OR ADVERTISER, AND ANY DISPUTE YOU HAVE WITH ANY CARRIER, SERVICE PROVIDER, ADVERTISER, OR OTHER THIRD PARTY, INCLUDING ANY OTHER USER OF ANY PLATFORM, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE MAGECOSMOS (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

23. Governing Law

This TOS is governed by the laws of the State of California without regard to conflict of law principles that would result in the application of the laws of another jurisdiction. If a lawsuit or court proceeding is permitted under this TOS, then you and MageCosmos agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California for the purpose of litigating any dispute. We operate the Platform primarily from HK, and we make no representation that materials included in the Platform are appropriate or available for use in other locations.

24. Miscellaneous

24.1. Your use of the Platform is subject to all additional terms, policies, rules, or guidelines applicable to the Platform or certain features of the Platform that we may post on or link to from any part of the Platform (the “Additional Terms”), such as additional license agreements for any downloadable Materials, an SDK, or rules that apply to particular features or content on the Platform, subject to Section 18 (Modification of this TOS). All Additional Terms are incorporated by this reference into, and made a part of, this TOS.

24.2. This TOS (which includes the Copyright Policy, the Privacy Policy, and, if applicable, the SDK License, any Additional Terms, and any Commercial Use Agreement between you and MageCosmos (collectively, the “Ancillary Agreements”)) is the entire and exclusive understanding and agreement between you and MageCosmos regarding your use of the Platform.

24.3. Except as expressly permitted in this TOS, this TOS may be amended only by a written agreement signed by authorized representatives of all parties to this TOS.

24.4. You may not assign or transfer this TOS or your rights under this TOS, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this TOS and all rights granted under this TOS, including with respect to your User Content, at any time without notice or consent.

24.5. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of this TOS, or any provision of this TOS, be a waiver of any subsequent breach or default or a waiver of the provision itself.

24.6. For purposes of this TOS, (a) the words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation”; (b) the words “such as”, “for example” “e.g.” and any derivatives of those words will mean by way of example and the items that follow these words will not be deemed an exhaustive list; (c) the word “or” is used in the inclusive sense of “and/or” and the terms “or,” “any,” and “either” are not exclusive; (d) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; (e) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (f) whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. The headings set forth in this TOS are for convenience of reference purposes only and shall not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision hereof. Unless otherwise specified, references to “$” and “dollars'' are to the currency of the United States of America. Any law defined or referred to herein means such law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor laws.

24.7. If any part of this TOS is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

25. Dispute Resolution and Arbitration

25.1. Generally. In the interest of resolving disputes between you and MageCosmos in the most expedient and cost effective manner, you and MageCosmos agree that every dispute arising in connection with this TOS, the Platform, and communications from us will be resolved by binding confidential arbitration in English. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this TOS, the Platform, and communications from us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this TOS. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS TOS, YOU AND MAGECOSMOS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

25.2. Exceptions. Despite the provisions of Section 26.1, nothing in this TOS will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

25.3. Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 26 within 30 days after the date that you agree to this TOS by sending a letter to bd@magecosmos.com, that specifies: your full legal name, the email address associated with your Account on the Platform, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once MageCosmos receives your Opt-Out Notice, this Section 26 will be void and any action arising out of this TOS will be resolved as set forth in Section 24. The remaining provisions of this TOS will not be affected by your Opt-Out Notice.

25.4. Notice; Process

a. A party who intends to seek arbitration must first send a written notice of the dispute to the other party (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). The Notice must: (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought (“Demand”).

b. The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or MageCosmos may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or MageCosmos must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

c. If the dispute is finally resolved through arbitration in your favor, MageCosmos will pay you the highest of: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by MageCosmos in settlement of the dispute prior to the arbitrator’s award; and (iii) $1,000.

25.5 Fees. If you commence arbitration in accordance with this TOS, MageCosmos will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000. Any arbitration hearing will take place at a location to be agreed upon in the county and state of your residence, but if the claim is for US$10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing in the county (or parish) of your residence or billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose, then the payment of all fees will be governed by the Rules. In that case, you agree to reimburse MageCosmos for all monies previously disbursed by it that are otherwise your obligation to pay.

25.6. Decision. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

25.7. No Class Actions. YOU AND MAGECOSMOS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Furthermore, unless both you and MageCosmos agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

25.8. Modifications to this Arbitration Provision. If MageCosmos makes any future change to this arbitration provision, other than a change to MageCosmos’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to MageCosmos’s address for Notice, in which case your Account with MageCosmos will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

25.9. Enforceability. If Section 26.8 is found to be unenforceable or if the entirety of this Section 26 is found to be unenforceable, or if MageCosmos receives an Opt-Out Notice from you, then the entirety of this Section will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 24 will govern any action arising out of or related to this TOS.

26. Communications

27.1. Consent to Electronic Communications. By using the Platform, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications are in writing.

27.2. Emails. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

27. Contact Information

The Platform is offered by Zaidengdeng Holdings HK Limited. You may contact us by emailing us at bd@magecosmos.com.

28. Notice to California Residents

If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Platform or to receive further information regarding use of the Platform.

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