1. Application of Terms

These Terms and Conditions (“Terms”) constitute a legally binding agreement made between you, or on behalf of another person or a company, (collectively, “You” or “Your”) and Melax Technologies, Inc. (“We”, “Us”, or “Our”) (collectively, the “Parties” and individually, the “Party”), concerning Your access to, and use of LANN (“Service”). These Terms govern the rules and regulations for the Service.

By accessing to and using the Service:

a. You accept these Terms in full; and

b. where You confirm that, if You are on behalf of another person or a company, You are authorized to, and agree to these Terms on that person’s or company’s behalf and that, by agreeing to these Terms on that person’s or company’s behalf, that person or company is bound by these Terms.

If You do not agree to these Terms, You are NOT authorized to access to and use the Service, and must immediately stop doing so.

2. Definition

Service means the service having the core functionality provided by LANN, as the core functionality might be updated from time to time.

Confidential Information means any information that is not public knowledge and that is obtained by one party from the other in the course of, or in connection with, the provision and use of the Service. Our Confidential Information includes Intellectual Property owned by us, including LANN. Your Confidential Information includes the Data.

Data means all data, texts, documents, notes, reports, content, annotations, and information (including personal information) owned, held, used or created by You or on Your behalf that is stored using, or inputted into, or generated by, the Service.

Payment and Renewal means the applicable fees set out on LANN pricing page at or as agreed otherwise in writing between You and Us.

Intellectual Property means intellectual property rights including, but not limited to, inventions, patents, trademarks, software, copyrights, trade secrets, know-how, and other similar forms of intangible property or Confidential Information. Intellectual Property has a consistent meaning, and includes any enhancement, modification, or derivative work of the Intellectual Property.

Terms means these terms titled LANN Terms of Service, referring to the offer, acceptance and consideration of Payment and Renewal necessary to undertake the process of accessing to and using the Service, for the express purpose of meeting Your needs in respect of the functionality and provision of LANN, in accordance with and subject to, prevailing law of U.S..

3. Provision of the Service

We must use reasonable efforts to provide the Service:

a. in accordance with these Terms, and U.S. laws;

b. exercising reasonable care, skill, and diligence; and

c. using suitably skilled, experienced, and qualified personnel.

The provision of the Service to You is non-exclusive. Nothing in these Terms prevents Us from providing the Service to any other person.

We must use reasonable efforts to ensure the Service is available on a 24/7 basis. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the website in advance details of any unavailability.

4. Your Obligation

You must:

a. be responsible for maintaining the security of Your account;

b. use the Service in accordance with these Terms solely for Your own internal business purposes, and lawful purposes; and

c. not resell or make available the Service to any third party, or otherwise commercially exploit the Service.

When accessing the Service, You must:

a. not impersonate another person or misrepresent authorization to act on behalf of others;

b. not attempt to undermine the security or integrity of the Service;

c. not use, or misuse, the Service in any way which may impair the functionality of LANN or impair the ability of any other user to use the Service;

d. not attempt to view, access, or copy any material or data other than: i) that which You are authorized to access; and ii) to the extent necessary for You to use the Service in accordance with these Terms;

e. neither use the Service in a manner, nor transmit, input, or store any Data, that breaches any third party right (including Intellectual Property and privacy rights) or is objectionable, incorrect, or misleading; and

f. fully responsible for all activities that occur under Your account and any other actions taken in connection with the account. You must immediately notify Us of any unauthorized uses of Your account, or any other breaches of security. We will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

A breach of any of these Terms by You or Your personnel is deemed to be a breach of these Terms by You.

You are responsible for procuring all licenses, authorizations, and consents required for You and Your personnel to use the Service, including to use, store, and input Data into, and process, generate, and distribute Data through, the Service.

5. Payment and Renewal

LANN is offered as a paid service. You must pay Us the Payment and Renewal set out on LANN pricing page at or as agreed otherwise in writing between You and Us. Your Payment and Renewal are non-refundable, unless otherwise agreed upon in writing.

By choosing to use the Service, You agree to pay Us a monthly or annual subscription fee indicated for the Service. Payments will be charged upfront on the day You sign up, and will cover the use of Service for a monthly or annual subscription period as indicated.

Unless You notify Us thirty (30) days before the end of the applicable subscription period, Your subscription shall automatically renew, and You shall authorize Us to charge the renewal subscription fees using the payment method recorded on Your account.

6. Termination

We may, in our sole discretion, at any time, discontinue providing or limit Your access to the Service, with or without cause, with or without notice, effective immediately. You agree that We may, in our sole discretion, at any time, terminate or limit Your access to, or use of, the Service, with or without cause, with or without notice, effective immediately. We may terminate or limit Your access to or use of the Service if We determines, in our sole discretion, that You have infringed or misappropriated the intellectual property rights of any third party. You agree that We shall not be liable to You or any third-party for any termination or limitation of Your access to, or use of, the Service.

If You wish to terminate the Service, You may simply discontinue using the Service.

All provisions of these Terms which by their nature should survive termination shall survive termination, including but not limited to, Intellectual Property ownership, Warranty, Indemnity, and Limitation of Liability.

7. Changes

We may change these Terms at any time by notifying You of the change by email or by posting a notice on the website . Unless stated otherwise, any change takes effect from the date set out in the notice. You are responsible for ensuring You are familiar with the latest Terms. By continuing to access to and use the Service from the date on which the Terms are changed, You agree to be bound by the changed Terms.

These Terms were last updated on 7/14/2020.

8. Intellectual Property

We retain ownership of the Service including all patents, copyrights, and other intellectual property rights. All intellectual property rights are reserved.

You agree that

a. the Service, including but not limited to, the structure, sequence, workflow, or organization of the Service, are proprietary and confidential to Us;

b. all right, title, or interest in and to the Service, and any and all intellectual property rights embodied therein, and any modification or improvement thereof made by Us is proprietary to Us;

c. no license, right or interest in any trademark, trade name, or service mark is granted to You under these Terms; and

d. all existing copyright, patent, trademark, or other intellectual property rights related to the Service shall continue to remain the sole property of Us.

If You offer Us ideas, comments or suggestions relating to the Service (together "Feedback")

a. all Intellectual Property rights in that Feedback, and anything created as a result of that Feedback (including new material, enhancements, modifications or derivative works), are owned solely by Us; and

b. We may use or disclose the Feedback for any purpose.

9. Warranty

Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.

Except as expressly provided in these Terms, the Service is provided on an "AS IS" basis, without warranty of any kind. The entire risk as to the continuity, quality, and performance of the Service is borne by You.

You understand that You obtain access to, or use of, the Services at Your own discretion and risk.

10. Limitation of Liability

Except where prohibited, We shall not be liable for any indirect, special, incidental, consequential, or exemplary damages arising from Your access to, or use of, the Service. These exclusions, include, without limitation, damages for lost profits, lost data, computer failure, or the violation of Your rights by any third party, even if We have been advised of the possibility thereof and regardless of the legal or equitable theory upon which the claim is based.

11. Indemnification

You shall indemnify and hold harmless Us, our respective directors, officers, employees, and agents from and against any and all third-party claims, demands, expenses, including attorneys' fees, or cause of action whatsoever arising from Your access to, or use of the Services, including but not limited to Your violation of these Terms.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, U.S.A.

13. Miscellaneous

No person other than You and Us has any right to a benefit under, or to enforce, these Terms.

We are Your Service provider, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.

In the event that any of the provisions of these Terms shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect. Any failure to enforce any provision of these Terms shall not constitute a waiver thereof or of any other provision hereof. No waiver or modification of these Terms shall be binding upon either party unless made in writing and signed by a duly authorized representative of such party.

These Terms set out everything agreed by the Parties relating to the Service, and supersede and cancel anything discussed, exchanged, or agreed prior to Your acceptance of these Terms. The Parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from Your acceptance of these Terms.

You may not assign, novate, subcontract, or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.