TERMS OF USE AND END USER LICENSE AGREEMENT (“EULA”)

Effective date: Oct 15, 2019

The following terms of use and end user license agreement (“EULA”) constitute an agreement between you and Friflex LLC and its affiliates.

Friflex LLC ("us", "we", “idChess”, “idChess.com” or "our") operates the idchess.com website, idChess mobile applications.

This EULA governs the relationship between you and Friflex LLC in respect of your use of the Services and Software (as specified below).

“Services” shall mean all services made available by Friflex LLC, including but not limited to services accessed through mobile games, by means of a browser or by other online communication method.

"Software" shall mean all software programs distributed, published or otherwise made available by Friflex LLC including, but not limited to mobile games, downloadable/installable games for personal computer, and games accessed by means of a browser or other online communication method. Software also includes updates and upgrades as well as accompanying manual(s), packaging and other written, files, electronic or online materials or documentation, and any and all copies of such software and its materials.

Software and Services are collectively referred to as “Friflex Services”.

The Software is licensed, not sold. By installing, using or accessing the Friflex Services you are considered to have accepted the terms of this EULA.

If you do not accept the terms of this EULA, do not install, use or access the Friflex Services.

1. Licenses

Software license: Subject to this EULA and subject to your compliance with this EULA, Friflex grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use one copy of the Software for your personal non-commercial use for gameplay on a single computer or gaming unit. The Software is being licensed to you and you hereby acknowledge that no title or ownership in the Software is being transferred or assigned and this EULA is not to be construed as a sale of any rights in the Software.

Service license: Subject to this EULA and subject to your compliance with this EULA, Friflex hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Services as provided by Friflex, for your personal non-commercial use, in the manner permitted by this EULA.

Term: The term of your licenses under this EULA shall commence on the date that you install or otherwise use or access the Friflex Services and ends on the earlier date of either your disposal of the Friflex Services or Friflex’ termination of this EULA. Your license terminates immediately if you attempt to circumvent any technical protection measures used in connection with Friflex Services or you otherwise use the Friflex Services in breach of the terms of this EULA, cf. also section 9 of this EULA.

Ownership: Friflex retains all right, title and interest in and to the Friflex Services, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, and patents whether registered or not and all applications thereof. The Friflex Services are protected by applicable laws and treaties throughout the world. Unless expressly authorized by mandatory legislation, you may not copy, reproduce or distribute the Friflex Services in any manner or medium, in whole or in part, without prior written consent from Friflex. All rights not expressly granted to you herein are reserved by Friflex.

2. Third party services

Friflex Services may include links to third party services and/or the third party services may be made available to you via Friflex Services. These services may include, but are not limited to photo sharing, email service, analytics and the like. These services are subject to respective third party terms and conditions.

3. General license terms

You agree not to:

a. commercially exploit the Friflex Services;

b. distribute, lease, license, sell, rent, lend, convey or otherwise transfer or assign the Friflex Services, any copies thereof, or any passwords or usernames of Friflex Services, without the express prior written consent of Friflex or as set forth in this EULA;

c. make a copy of the Friflex Services or any part thereof, including but not limited to Software (other than as set forth herein);

d. make the Friflex Services publicly available or available on a network for use or download by multiple users;

e. use or copy the Friflex Services at a computer gaming center or any other location-based site; provided, that Friflex may offer you a separate site license agreement to make the Friflex Services available for commercial use;

f. except as otherwise specifically provided by the Friflex Services or this EULA, use or install the Friflex Services (or permit others to do same) on a network, for online use, or on more than one computer or gaming unit at the same time;

g. copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works based on or otherwise modify the Friflex Services, or any part thereof, unless expressly authorized by mandatory legislation;

h. remove, obscure or modify any copyright, trademark or other proprietary rights notices contained on or within the Friflex Services, falsify or delete any author attributions, legal notices or other labels of the origin or source of the material;

i. misrepresent the source of ownership of the Friflex Services;

j. scrape, build databases or otherwise create permanent copies of content returned from the Friflex Services; or

k. post, upload, transmit or otherwise disseminate information or photos to the Friflex Services that are obscene, indecent, vulgar, pornographic, sexual or otherwise objectionable.

However, with regards to installable Software that was delivered on a physical storage medium, you may transfer the entire Software and accompanying documentation on a permanent basis to another person as long as you retain no copies (including archival or backup copies) of the Software, accompanying documentation, or any portion or component of the Software accompanying documentation, and the recipient agrees to the terms of this EULA The Software is intended for private use only.

The Friflex Services may include measures to control access to the Friflex Service, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this EULA. Only Friflex Services subject to a valid license can be used to access online services, and download updates and patches. You may not interfere with such access control measures or attempt to disable or circumvent such security features. If you disable or otherwise tamper with the technical protection measures, the Friflex Services will not function properly.

The Friflex Services may require an internet connection to access the Friflex Services or its internet-based features, authenticate the Software, or perform other functions. In order for certain features of the Friflex Services to operate properly, you may be required to have and maintain an adequate internet connection and/or a valid and active account with an online service. By using the Friflex Services, you acknowledge and agree that third party data transfer fees may apply depending on your data plan.

4. Advertising

You acknowledge and agree that:

a. the Friflex Services may feature advertisements from Friflex and/or third parties;

b. Friflex may at its sole discretion introduce advertising into any Friflex Services that do not presently contain advertising;

c. Friflex is not responsible for the content of any third party advertisements, nor the content of any website or other materials that may be linked to by third party advertisements, and you view such third party websites and materials at your sole risk.

5. Information collection and use; Privacy Policy

idChess undertakes to comply with the terms of its Privacy Policy in respect of the Friflex Services. idChess Privacy Policy as amended from time to time is available for review within the idChess app (under "Privacy Policy") and on idChess' website http://idchess.com/privacy. The Privacy Policy is incorporated into, and forms part of, the terms of this EULA.

6. Virtual goods and in-app purchases

Friflex may license to you certain virtual goods to be used within Friflex Services such as training videos, chess games collections, and upgrades. Unless otherwise specified, these virtual goods shall be deemed an integral part of the Software. These virtual goods may be licensed both for a fee and without any separate fee, as applicable from time to time and as communicated in the idChess app.

Any and all virtual goods are licensed to you on limited, personal, non-transferable, non-sublicensable and revocable basis and limited only for non-commercial use.

Friflex (idChess) may manage, regulate, control, modify or eliminate virtual goods at any time, with or without notice. Friflex shall have no liability to you or any third party in the event that Friflex exercises any such rights.

Subject to mandatory legislation and the right to withdrawal cf. Section 6, you acknowledge that Friflex is not required to provide a refund for virtual goods for any reason, and that you will not receive money or other compensation for unused virtual goods, whether your loss of license under this EULA was voluntary or involuntary.

7. Right of withdrawal

You have the right to withdraw from your purchase of virtual goods without penalty and without giving any reason until delivery of the relevant product has started.

8. No warranties

To the maximum extent permitted by applicable law, the Friflex Services are provided to you “as is,” with all faults, without warranty or guarantees of any kind, without performance assurances, and your use is at your sole risk. Friflex do not make, and hereby disclaim, any and all express, implied or statutory warranties, including implied warranties of condition, uninterrupted use, accuracy of data (including but not limited to location data), merchantability, satisfactory quality, fitness for a particular purpose and non-infringement of third party rights. Friflex do not warrant that operation of the Friflex Services will be uninterrupted or error-free, or that the Friflex Services will interoperate or be compatible with any other Friflex Services or that any errors in the Friflex Services will be corrected. No oral or written advice provided by Friflex or any authorized representative shall create a warranty. The above exclusions and limitations apply only to the fullest extent permitted by law in the applicable jurisdiction.

9. Limitation of liability

In no event will Friflex be liable for special, incidental or consequential damages resulting from possession, access, use or malfunction of the Friflex Services, including but not limited to, damages to property, loss of goodwill, computer failure or malfunction and, to the extent permitted by law, damages for personal injuries, property damage, lost profits or punitive damages from any causes of action arising out of or related to this EULA or the Software whether or not Friflex have been advised of the possibility of such damages.

This limitation of liability shall apply to the maximum extent permitted by law in the applicable jurisdiction. This EULA gives you specific legal rights, and you may have other rights that vary from jurisdiction to jurisdiction.

In no event shall Friflex’ liability for all damages (except as required by applicable law) exceed the actual price paid by you for use of the Friflex Services or ten euros (euro 10), whichever less.

10. Other terms and conditions

Termination: This EULA will terminate automatically if you fail to comply with its terms and conditions. In such event, you must destroy all copies of the Software and all of its component parts and cease and desist from accessing any Friflex Services. With regards to Software delivered on a physical storage medium you can end this EULA by destroying the Software and all copies and reproductions of the Software and deleting and permanently purging the Software from any client server or computer on which it has been installed.

Miscellaneous: This EULA represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. Friflex reserves the right, at its discretion, to change, modify, add or remove portions of this EULA by posting the updated EULA on Friflex’ website idchess.com. You will be deemed to have accepted such changes by continuing to use the Friflex Services. If any provision of this EULA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this EULA shall not be affected.

Indemnity: You agree to indemnify, defend and hold Friflex, its partners, contractors, officers, directors, employees and agents harmless from and against any and all damages, losses and expenses arising directly or indirectly from: (i) your acts and omissions to act in using the Friflex Services pursuant to the terms of the EULA; or (ii) your breach of this EULA.

Affiliate: For purposes of this EULA, an “affiliate” or Friflex means any legal entity that is directly or indirectly controlled by Friflex for so long as such control lasts. Control shall exist through direct or indirect ownership of more than 50 % of the nominal value of the issued equity share capital or more than 50 % of the shares entitling the holders to vote for the election of the members of the board of directors or persons performing similar functions.

Governing law and dispute resolution: This EULA will be governed by the laws of the Russian Federation. The United Nations Convention for the International Sale of Goods shall not apply.

Any dispute, controversy or claim arising out of or relating to this EULA or the breach, termination or validity thereof which is not settled amicably shall be finally settled by Russian courts.

IF YOU HAVE ANY QUESTIONS CONCERNING THIS EULA, YOU MAY CONTACT support@idchess.com.