Thank you for using Qointum!

We, NewGamePlus Inc. (our company), provide the following Terms and Conditions (the “Terms”) to govern your use of the Qointum client software versions 0.X (the “Software”). Please read the Terms carefully before downloading, installing, or using the Software. By checking the box with links to these Terms, or by downloading, installing or using the Software, you are agreeing that you understand these Terms. If you are accepting the Terms on behalf of a Legal Entity, you represent and warrant that you have the authority to bind that Legal Entity to these Terms, and, in such event, “you” and “your” will refer to that Legal Entity. If you do not accept these Terms, then we are unwilling to license the Software to you, and you must destroy all copies of the Software in your possession or control.

License Types

The Software is provided under the following license types:

  • a Personal License which is free but limited by revenue restrictions
  • a Pro License which requires a subscription (see Pricing)

Personal License Revenue Restrictions

The Software may not be used under the Personal License by:

  • a Commercial Entity with annual gross revenues or funds raised in excess of $100,000 USD during the last completed fiscal year
  • a Non-Commercial Entity with an annual budget in excess of $100,000 USD for the last completed fiscal year
  • an individual (not acting on behalf of a Legal Entity) or a Sole Proprietor with annual gross revenues in excess of $100,000 USD from its use of the Software during the last completed fiscal year, which does not include any income earned by that individual which is unrelated to its use of the Software

You expressly acknowledge and agree that if the above thresholds are exceeded, then you may no longer use the Software under the Personal License, and you must either purchase a Pro License or destroy all copies of the Software in your possession or control and cease distribution of any Licensee Content.

Grant of License

Conditioned upon your compliance with these Terms and payment of all applicable fees, we grant you a non-exclusive, non-transferable license during the applicable term to:

  • copy, install and execute the Software, solely for your internal business purposes
  • develop and distribute your Licensee Content
  • redistribute the Software to third-party users as part of a package containing your Licensee Content, pursuant to an agreement of these Terms by the users
  • (only applicable to the Pro License):
    • execute the Software with no more than 20 instances of the Software executing concurrently

Restrictions

Except as expressly specified in these Terms, you may not:

  • modify or create derivative works of the Software
  • sublicense, lease, lend, or rent the Software to a third party, or charge a third party for redistribution of the Software
  • use the Software to develop a competing product
  • do anything that could cause or result in the Software being subject to any open source license (or similar license) that requires as a condition of use, modification or distribution that the Software or other software combined or distributed with the Software be:
    • disclosed or distributed in source code form
    • licensed for the purpose of making derivative works

You acknowledge and agree that portions of the Software, including but not limited to the source code and the specific design and structure of individual modules or programs, are confidential and constitute or contain trade secrets of our company. Accordingly, you agree not to disassemble, decompile or reverse engineer the Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.

Ownership

The Software is licensed, not sold. We retain ownership of the Software including all intellectual property rights therein. The Software is protected by copyright law and international treaties. We reserve all rights in the Software not expressly granted to you in these Terms. You will not delete or in any manner alter any copyright, trademark or other proprietary rights notices or markings appearing in the Software.

Fees and Taxes

You agree to pay all amounts due for the Software as set forth in the applicable license purchase invoice. All license purchases are subject to the Terms of Subscription. We may offer other services in conjunction with the Software and such services shall be subject to the applicable terms of service and fees. All fees payable under these Terms are net amounts and are payable in full, without deduction for taxes or duties of any kind. You will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with these Terms or your receipt or use of the Software. In the event that we are required to collect any tax for which you are responsible, you will pay such tax directly to us. If you pay any withholding taxes that are required to be paid under applicable law, you will promptly furnish us with written documentation of all such tax payments, including receipts.

Privacy

As the Software is decentralized in nature, it does not explicitly communicate with our company or collect private data. Be aware that any data published on a blockchain may be publicly visible, depending on the Software’s configuration.

Licensees may collect your private data via their Licensee Content, in which case you should agree to the applicable privacy policies provided by those licensees.

Support

You may access our online Forum and Helpdesk. Technical support may be offered at our sole discretion. You acknowledge and agree that we have no obligation under these Terms to provide patches, updates, new releases or new versions of the Software.

Term

The Pro License is granted under these Terms for the duration of your subscription period as described in the Terms of Subscription.

We may modify or terminate subscription or other Software license or service offerings at any time.

The license granted under these Terms will automatically terminate, with or without notice from us, if you breach any term or fail to pay all fees due for the license. Upon termination, you must at our discretion promptly delete and destroy all copies of the Software in your possession or control.

Indemnification

You agree to defend, indemnify and hold harmless our company, agents, vendors or suppliers from and against any and all claims, damages, costs and expenses, including, without limitation, reasonable legal fees, arising from your use or misuse of the Software, or your Licensee Content, or your violation of the Terms.

WARRANTY DISCLAIMER

YOU EXPRESSLY AGREE THAT YOU ARE PLEDGING AT YOUR SOLE RISK AND THAT THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WE MAKE NO REPRESENTATIONS OR WARRANTY THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE MAKE ANY REPRESENTATION OR WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE.

LIABILITY WAIVER

YOU REPRESENT AND WARRANT THAT, TO THE EXTENT PERMITTED BY LAW, YOU WILL NOT HOLD OUR COMPANY, ITS PARENT AND AFFILIATES, AND THE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES AND SUPPLIERS OF OUR COMPANY OR ITS PARENT OR AFFILIATES, NOW OR IN THE FUTURE, LIABLE FOR ANY LOSSES OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED TO THE USAGE OF THE SOFTWARE.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SOFTWARE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE.

YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT WE ARE NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SOFTWARE AND OPERATORS OF EXTERNAL SITES AND COMMUNICATIONS AND DATA NETWORKS, AND THAT THE RISK OF USING THE SOFTWARE, EXTERNAL SITES AND COMMUNICATIONS AND DATA NETWORKS AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID US IN THE ONE HUNDRED AND EIGHTY DAYS (180) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT YOUR STATUTORY RIGHTS OR EXCLUDE INJURY ARISING FROM ANY WILLFUL MISCONDUCT OR FRAUD BY US.

General

The Terms set forth the entire understanding and agreement of the parties, and supersedes any and all oral or written agreements or understandings between the parties, as to their subject matter, unless you and our company have executed a separate agreement governing the use of the Software. The failure by either party to enforce any provision of the Terms will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of the Terms will be effective only if in writing and signed by authorized representatives of both parties. If any provision of the Terms is held to be unenforceable or invalid that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect.

Jurisdiction

Any action or proceeding arising out of or related to the Terms or the Software must be brought in the courts of British Columbia, Canada, and you consent to the exclusive personal jurisdiction and venue of such courts. Any cause of action you may have must be commenced within one (1) year after the claim or cause of action arises.

Definitions

  • “Commercial Entity” – any company, corporation, limited liability company, general partnership, limited partnership, limited liability partnership, proprietorship, joint venture or other form of business organization, excluding any government, non-profit, educational or academic institution
  • “Legal Entity” – any Commercial Entity, Non-Commercial Entity or Sole Proprietor
  • “Licensee Content” – applications, software or other content that is designed to be used with or interface with the Software
  • “Non-Commercial Entity” – any government, non-profit, educational or academic institution, including but not limited to any primary or secondary school, vocational school, college or university
  • “Sole Proprietor” – any Commercial Entity that is owned or controlled by a single individual, with no other partners or employees