INSAIT JOY Terms and Conditions This Terms and Conditions Agreement (“Agreement”) is between you as the purchaser (“Purchaser”, “you”, “your”) and Gengee Technology Co., Ltd. (located at A3-128, No.132 Huachang Road, Huli District, Xiamen, 361003, Fujian Province, China, hereinafter “Gengee”). This Agreement authorizes you to use the Software specified in Section 1 below under the terms and conditions set forth below. This is an agreement on end-user rights and not an agreement for sale. Gengee continues to own the copy of the Software and any other copy that you are authorized to make pursuant to this Agreement.  Your use of Software must be bound by the terms and conditions of this Agreement. Please read through this Agreement carefully before installing, downloading, or using the Software and make sure you understand all terms and conditions herein. If you’re under the age of 16 (or if you are at the age of minorities in your jurisdiction), please make sure you have read through this Agreement carefully with your parent or guardian and they have provided consent:to use the Software; andto agree and accept the terms of this Agreement  Unless you agree to all terms and conditions of this Agreement, you must not use the Software provided by Gengee. If You do not agree to all of the terms and conditions of this Agreement, please cancel the installation or downloading, or destroy or return the Software and accompanying documentation to Gengee. You agree that your use, register or login to the Software acknowledges that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.   1. SOFTWARE As used in this Agreement, the term "Software" means, collectively: the software application which is compatible with certain mobile devices, computers, or other terminals (collectively "Device"); all the contents with which this Agreement is provided (and content which is provided under this Agreement), including the object code form of the software delivered through downloading the Software or any other mean (e.g. electronic mail, or other Web page);digital images, stock photographs, clip art, or other artistic works ("Stock Files"); related explanatory written materials and any other possible documentation related thereto ("Documentation'"); fonts, and upgrades, modified versions, updates, additions, and copies of the Software (collectively "Updates"), if any, licensed to you by Gengee under this Agreement. 2. END-USER RIGHTS AND USE Gengee grants to you non-exclusive, personal, non-transferable end-user rights to install one piece of the Software on your personal Device and use the Software on a single Device. The license is revocable in accordance with the terms of this Agreement. 3. LIMITATIONS ON END-USER RIGHTS You may not copy, distribute, or make derivative works of the Software, in whole or in parts, except as follows:You may not use, modify, translate, reproduce, or transfer the right to use the Software or copy the Software except as expressly provided in this Agreement.This license does not allow you to use the Software on any Device that you do not own or control, and you may not distribute or make the Software available for anyone else over any network or transfer protocol to enable the use of the Software in multiple devices.You may not resell, sublicense, rent, lease, or lend the Software or host online service using the Software.You may not (except to the extent explicitly permitted by applicable law) reverse engineer, reverse compile, disassemble, or otherwise attempt to discover the source code of the Software or create derivative works based on the Software. Unless stated otherwise in the Documentation, you shall not display, modify, reproduce, or distribute any of the Stock Files included with the Software or distribute audio output of the Software. In the event that the Documentation allows you to display the Stock Files, you shall not distribute the Stock Files on a stand-alone basis, i.e. in circumstances in which the Stock Files constitute the primary value of the product being distributed. You should review the "Readme" files associated with the Stock Files that you use to ascertain what rights you have with respect to such materials. Stock Files may not be used in the production of libelous, defamatory, fraudulent, infringing, lewd, obscene, or pornographic material or in any otherwise illegal manner. You may not register or claim any rights in the Stock Files or derivative works thereof.You agree that you shall only use the Software in a manner that complies with all applicable laws in the jurisdiction in which you use the Software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights. You may not use Software for any illegal or unauthorized purpose nor may you, in the use of the Software, violate any laws in your jurisdiction. You must not use the Software to post, send, distribute or do other matter or thing in relation to, any information or materials contrary to law, infringe a third party’s rights, or are contrary to any relevant standards or codes; You must not use the Software to send unsolicited electronic messages to anyone, make fraudulent or speculative enquiries or other similar activities, or transmit to or using the Software, any virus, disabling or malicious device or code, worm, Trojan, time bomb or other harmful or destructive device or code.You may not use the Software or other Gengee products or services for life critical or medical purposes.The Software may include drills, exercises or activities related to certain sport activity. Before using the Software for any sports activity, or start any drills, exercises or activities in the Software, please make sure you have consulted your doctor or any other professionals whether such sports activity or drills, exercises and activities is fit for your personal need and your health conditions. Specifically, if you’re experiencing certain medical symptoms, or not sure whether you’re fit to participate such activity, or not sure whether such activity may suit your need, or any drills, exercises or activities mentioned in the Software may possess danger of injury or deaths, you must consult your doctor or any other professionals before participating such sports activities.  You will be responsible for any risks, injuries, deaths, damages or responsibilities caused by your participation in the sports activity or drills, exercises or activities. Gengee makes no warrant to your health conditions nor you’re fit to participate any sports activities. In case that you suffer or suspect suffering from a cardiac condition (e.g. coronary disease) or other medical condition which may affect your physical performance, if you have abnormal feelings during physical performance or if you use a pacemaker or other electronic medical device, you should consult a medical doctor before physical exercise and before using the Software or other Gengee products or services.Gengee is not responsible if information made available on the Software is not accurate, complete or current. The material on the Software is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on the Software is at your own risk. In addition to other prohibitions as set forth in this Agreement, you are prohibited from using the Software or its content: for any unlawful purpose; to solicit others to perform or participate in any unlawful acts; to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; to infringe upon or violate Gengee intellectual property rights or the intellectual property rights of others; to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; to submit false or misleading information; to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Software or of any related website, other websites, or the Internet; to collect or track the personal information of others; to spam, phish, pharm, pretext, spider, crawl, or scrape; for any obscene or immoral purpose; or to interfere with or circumvent the security features of the Software or any related website, other websites, or the Internet. Gengee reserve the right to terminate your use of the Software or any related services for violating any of the prohibited uses. 4. GENGEE COPYRIGHT AND INTELLECTUAL PROPERTY The Software and all rights, without limitation including proprietary rights therein, are owned by Gengee and/or its licensors and affiliates and are protected by international treaty provisions and all other applicable national laws of the country in which it is being used. The structure, organization, and code of the Software are the valuable trade secrets and confidential information of Gengee and/or its licensors and affiliates. You must not copy the Software, except as set forth in Section 3 (Limitations on End-User Rights). Any copies which you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on the Software. You must not, and must procure that your affiliates, and (if applicable) that your and your affiliates’ Personnel do not, during or after the term of Software provided by Gengee in any way question or dispute (or similar) the ownership of any intellectual property belonging to any member of Gengee (the “Gengee IP)”. “Personnel” of a person means employees, agents, contractors or representatives of that person. If any member of Gengee takes any action in respect of any Gengee IP, you must provide, at the reasonable cost of the member of Gengee, all assistance reasonably required by Gengee in relation to that action. You indemnify each member of Gengee and their Personnel, and must keep those persons indemnified, from and against any and all losses incurred by any of them arising directly or indirectly from your, or your affiliates, or your respective Personnel, doing, permitting or authorising any matter or thing, or omitting to do, permit or authorise any matter or thing (including, without limitation, any matter or thing in breach of this Agreement) that results in an infringement of any Gengee IP. If you or your affiliates, or any of your respective Personnel, makes, develops or acquires any Improvement in respect of the Gengee IP, you must immediately notify Gengee of the same and provide Gengee with all known details about such Improvement in writing. You agree that all Improvements in Gengee IP will be owned by Gengee (or, as directed by Gengee,  another member of Gengee) and you hereby assign to Gengee (or its nominee), and will procure that all relevant third parties assign to Gengee (or its nominee), all intellectual property  rights in such Improvement (such assignment to be effective on the date of creation of the Improvement), and otherwise agrees to take all steps necessary (as determined by Gengee, or its nominee, in its sole and absolute discretion), and procure that all relevant third parties take all steps necessary (as determined by Gengee in its sole and absolute discretion), to ensure that Gengee (or its nominee) owns all rights in and to such Improvement, and is able to apply for registration of any intellectual property rights in such Improvement in Gengee’s  (or its nominee’s)  name. If for any reason the assignment of intellectual property rights in any Improvement under this Agreement is not effective at law, the assignment will nonetheless be effective in equity and in such case, you hold, and will procure that all relevant third parties hold, such rights on trust solely and absolutely for Gengee. You also agree that you (or your nominated affiliate) may do any matter or thing it requires in relation to Improvements in Gengee IP (including, without limitation, apply for the relevant patent or registration in its name if the Improvement is patentable or registrable (including, without limitation, as a design)).  “Improvement” means any improvement, amendment, modification, enhancement, adaptation, innovation, invention, translation, fix, addition, or change of any type made by or on behalf of you or your affiliates (including, without limitation, by your respective Personnel) to, or in any way relating to, a Gengee product or the Software or other property of each member of Gengee, whether or not patentable or registrable (including, without limitation, as a design), and all know-how in respect of same. 5.MULTIPLE ENVIRONMENT SOFTWARE / MULTIPLE LANGUAGE SOFTWARE / DUAL MEDIA SOFTWARE / MULTIPLE COPIES/UPDATES If the Software supports multiple platforms or languages, if you receive the Software on multiple media, or if you otherwise receive multiple copies of the Software, the number of Devices on which all versions of the Software are installed shall be one Device. You may not rent, lease, sublicense, lend, or transfer versions or copies of the Software you do not use.  Gengee may, upon its sole discretion, issue Updates of the Software, which will be made available to you as determined by Gengee from time to time. The delivery of any Upgrade may be subject to a separate purchase. You must possess valid end-user rights to a previous version of the Software in order to use the Update. 6. USE OF DATA You agree that Gengee may collect and use technical data and related information, including but not limited to technical information about your device, system and application software, and peripherals, that is gathered periodically to facilitate provision of software updates, product support and other services to you related to the Software. Gengee may use this information for as long as it is in a form that does not personally identify you, to improve its products and services as well as to provide services and technologies to you. 7. SERVICES AND MATERIALS The Software may enable access to Gengee's and third-party services and web sites (collectively "Services"). You acknowledge and agree that use of the Services may require internet access and your acceptance of terms of the relevant service. Use of Services offered by Gengee shall be subject to acceptance of term of use of Gengee Services. Use of third-party Services typically requires acceptance of the terms of use of third-party service providers. We recommend you read carefully relevant terms of use before starting to use any Services. The Software may be compatible with other Gengee services or products. You specifically acknowledge, that the availability of certain services and products may be limited to certain countries and that use of certain products may be prohibited in some countries (e.g. for lack of required approvals or for export control restrictions). You may need to purchase a relevant Gengee product (such as an INSAIT JOY smart football, INSAIT JOY smart shin guard or INSAIT JOY smart basketball) in order to use and enjoy the services of the Software. Such Gengee product may be required to be paired or registered, and connected to the Software, so that you can have access to all functionalities of the product and Software. Please read through the introduction of such Gengee product functionality carefully before you purchase any Gengee product.   Gengee reserve the right at any time to modify or discontinue the Software (or any part or content thereof) or any products without notice at any time. Gengee shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Software. Gengee reserve the right, but are not obligated, to limit the sales of products or provision of Software to any person, geographic region or jurisdiction. Gengee may exercise this right on a case-by-case basis.  8. COMMENCEMENT AND TERMINATION This Agreement is entered into as of the date you accept these terms and conditions and provide the data privacy consent through the Software. You may terminate this Agreement at any time by permanently deleting, destroying, and returning, at your own costs, the Software, all backup copies, all audio or video output generated by the Software, and all related materials provided by Gengee. Your end-user rights automatically and immediately terminate without notice from Gengee if you fail to comply with any provision of this Agreement. In such an event, you must immediately delete, destroy, or return at your own cost, the Software, all backup copies, all audio or video output generated by the Software, and all related material to Gengee. 9. NO WARRANTY YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.  YOU ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER GENGEE, ITS LICENSORS OR AFFILIATES, NOR THE COPYRIGHT HOLDERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SOFTWARE WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER RIGHTS.  THERE IS NO WARRANTY BY GENGEE OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. GENGEE DOES NOT WARRANTY THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. GENGEE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM IT.  YOU AGREE THAT FROM TIME TO TIME GENGEE MAY REMOVE THE SOFTWARE (OR PART OF IT) FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SOFTWARE AT ANY TIME, WITHOUT NOTICE TO YOU. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SOFTWARE IS AT YOUR SOLE RISK.  10. NO OTHER OBLIGATIONS This Agreement creates no obligations on the part of Gengee other than as specifically set forth herein. 11. LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GENGEE, ITS EMPLOYEES OR LICENSORS OR AFFILIATES BE LIABLE FOR ANY LOST PROFIT, REVENUE, SALES, DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROPERTY DAMAGE, PERSONAL INJURY, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION, OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVER, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF GENGEE OR ITS LICENSORS OR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  BECAUSE SOME COUNTRIES/STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY, BUT MAY ALLOW LIABILITY TO ME LIMITED, IN SUCH CASES, GENGEE, ITS EMPLOYEES OR LICENSORS OR AFFILIATES’ LIABILITY SHALL BE LIMITED TO THE MAXIMUM PERMITTED BY LAW.  Nothing contained in this Agreement shall prejudice the statutory rights of any party dealing as a consumer. Gengee is acting on behalf of its employees and licensors or affiliates for the purpose of disclaiming, excluding, and/or restricting obligations, warranties, and liability as provided in this Section 11, but in no other respects and for no other purpose. 12. TECHNICAL SUPPORT Gengee has no obligation to furnish you with technical support. 13. EXPORT CONTROL The Software, including technical data, may include software subject to export controls under the U.S. Export Administration Regulations ("EAR") and may be subject to import or export controls in other countries. In particular, but without limitation, the Software may not be exported or re-exported into any U.S. embargoed countries or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. department of Commerce Denied Person's List or Entity List. The EAR prohibits the use of the Software and technical data by a Government End User, as defined hereafter, without a license from the U.S. government. A Government End User is defined in Part 772 of the EAR as "any foreign central, regional, or local government department, agency, or other entity performing governmental functions; including governmental research institutions, governmental corporations, or their separate business units (as defined in part 772 of the EAR) which are engaged in the manufacture or s distribution of items or services controlled on the Wassenaar Munitions List, and international governmental organizations. This term does not include: utilities (telecommunications companies and Internet service providers; banks and financial institutions; transportation; broadcast or entertainment; educational organizations; civil health and medical organizations; retail or wholesale firms; and manufacturing or industrial entities not engaged in the manufacture or distribution of items or services controlled on the Wassenaar Munitions Lit.)" You agree to strictly comply with all applicable import and export regulations and acknowledge that you have the responsibility to obtain licenses to export, re-export, transfer, or import the Software. You further represent that you are not a Government End User as defined above, and you will not transfer the Software to any Government End User without a license. 14. INDEMNITY You shall indemnify and hold Gengee and its parents, subsidiaries, affiliates, officers, directors, employees, licensors, attorneys, and agents, harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and costs) arising out of or in connection with your unlawful, inappropriate or unethical use of the Software and related services or breach of this Agreement. 15. NOTICES All notices and return of the Software and Documentation should be delivered to: Gengee Technology Co., LtdA3-128, No. 132 Huachang Rd.361003, Huli District, XiamenFujian ProvincePeople’s Republic of China Any questions about this Agreement should be sent to Gengee at 4006662260@gengee.cn 16. APPLICABLE LAW & GENERAL PROVISIONS This Agreement and your use of the Software is governed by the laws of People’s Republic of China. Your use of the Software may also be subject to other local, state, national or international laws. All disputes arising from or relating to this Agreement shall be settled by the court in Xiamen, China. The arbitration procedure shall take place in Xiamen, China in the English language.  The failure of Gengee to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.  This Agreement may only be modified in writing by Gengee. You can review the most current version of this Agreement at any time at this page. Gengee reserve the right, at its sole discretion, to update, change or replace any part of this Agreement by posting updates and changes to its website or in the Software. It is your responsibility to check the website or in the Software periodically for changes. Your continued use of or access to the Software following the posting of any changes to this Agreement constitutes acceptance of those changes. This is the entire agreement between Gengee and you relating to the Software, and it supersedes any prior representations, discussions, undertakings, end-user agreements, communications, or advertising relating to the Software. Last updated: April 1st 2020 EndFragment