INDEMNIFACATION AGREEMENT
INDEMNIFACATION AGREEMENT
Read over these conditions (this "Agreement") with care as they create a legal contract between you (the "Customer") and OrionStars.com (“Orion Stars”) concerning your use of the Services. By using these Services, you agree to abide by each of the terms and conditions stated here. If you do not agree to the terms and conditions in this Agreement, you may not access, register for, or use the Services. The Parties, i.e. Orion Stars and Customer, individually may be referred to as a "Party" and together as the "Parties."
DEFINITIONS
2.1. Scope of Agreement. This Agreement outlines the terms and conditions of Customer's purchase and use of all Services from Orion Stars.
2.2. Authority. Each Party warrants to the other that their performance under this Agreement will not violate any applicable laws; they are duly formed, validly existing, and in good standing under the laws of the jurisdiction of their formation; and they have the full right, power, and authority to enter into this Agreement and to perform their respective obligations.
1.1. "Services" refers to the combination of Software and Support Services defined below.
1.2. "Software" refers to the proprietary software of Orion Stars and any related documentation delivered to or downloaded by the Customer. The term "Software" includes any updates, upgrades, new features, functionality, or enhancements to the Software that are provided to the Customer by Orion Stars or its resellers or agents as part of a new purchase, through Support Services, or otherwise. All references to the purchase or sale of Software refer to the granting of a license to use such Software in accordance with this Agreement.
1.3. "Support Services" may include, depending on the Customer's purchase selections, any or all of the following: product installation support and/or customary technical support and maintenance services.
GENERAL
LICENSE
Subject to the terms and conditions set forth in this Agreement, Orion Stars grants Customer a non-exclusive, non-transferable, non-sublicensable, and revocable right and license to: (a) install and use an object code version of the Software in accordance with the related documentation solely for its own internal business operations; (b) reproduce and distribute internally a reasonable number of copies of the Documentation with respect to the Software provided by Orion Stars, provided that Customer must include all Orion Stars trademarks, trade names, logos, and notices as originally provided by Orion Stars on all copies of such Documentation. Orion Stars reserves all rights in the Software not expressly granted to Customer under this Agreement.
LIMITATIONS ON USE
USE LIMITATIONS
4.1. Source Code Restrictions. Customer acknowledges that the source code, underlying structure, and algorithms of the Software are owned by Orion Stars and are proprietary trade secrets. No license is granted to use the source code, and any such use is explicitly prohibited. Customer agrees not to: (i) modify, reverse engineer, decompile, translate, or disassemble the Software; (ii) attempt to access or derive the source code of the Software; (iii) create a source code equivalent or derivative of the Software; or (iv) allow any third party to engage in any of the aforementioned activities.
4.2. Transfer and Service Restrictions. Customer is strictly prohibited from: (a) assigning, distributing, licensing, sublicensing, selling, renting, leasing, granting a security interest in, or otherwise transferring any rights to the Software; and (b) reselling the Software, using it to provide paid or unpaid services to third parties (including incorporating any part of the Software into a product or service provided to a third party), or making it available to third parties on a time-sharing, service provider, hosting, or any other basis.
4.3. Coded Instructions Usage. Customer acknowledges and agrees that the Software may include coded instructions that: (a) limit the number of users who can access it; (b) disable certain or all features of the Software and any related electronic documentation upon termination of the licenses granted under this Agreement; and (c) contain other permissions or restrictions specified in this Agreement. Customer agrees not to interfere with any license key mechanism in the Software or attempt to circumvent, disable, or disrupt any mechanism intended to audit or restrict Software usage.
4.4. Additional Restrictions. Customer agrees not to: (a) tamper with, modify, or conceal any copyright notices, trademark notices, or other proprietary rights notices displayed on or within the Software, nor allow any third party to do so; (b) utilize the licenses and rights granted in this Agreement to create, develop, or distribute a commercial product or service that directly competes with the Software; (c) disclose to any third party any analysis of the Software's operational results, including benchmarking outcomes, or publicly disseminate information regarding its performance; or (d) employ or distribute the Software in violation of any relevant laws, regulations, or export restrictions.
PROPRIETARY RIGHTS.
As between OrionStars.com (acting as a distributor) and the Customer, it is important to clarify that OrionStars.com does not claim ownership of the Software or any intellectual property rights associated with it. OrionStars.com solely acts as a distributor of the Software. The ownership of the Software and its associated intellectual property rights remains with the original owner. The Customer must refrain from taking any actions that undermine the ownership rights held by the original owner of the Software and its intellectual property.
INDEMNIFICATION
6.1. Orion Stars’ Services are to be used for amusement purposes only. Customer acknowledges that the Services may be subject to U.S., state, county and municipal laws and regulations. Accordingly, Customer may not use of the Services except in full compliance with all applicable laws and regulations. Customer is responsible for understating and using the Services in a manner that does not violate federal, state or local law.
6.2 In addition to the aforementioned clarification, OrionStars.com wants to emphasize that they do not provide any warranties or guarantees regarding the Software. The Customer acknowledges that the Software is provided "as is" and uses it at their own risk. OrionStars.com shall not be held liable for any damages, losses, or liabilities arising from the use of the Software.
Furthermore, the Customer agrees not to reverse engineer, modify, or distribute the Software without explicit permission from the original owner. Any unauthorized use or distribution of the Software may result in legal consequences.
OrionStars.com reserves the right to modify, suspend, or discontinue the distribution of the Software at any time without prior notice to the Customer. They are also not responsible for any compatibility issues, errors, or interruptions in the Software's functionality.
By using the Software, the Customer agrees to indemnify and hold OrionStars.com harmless from any claims, damages, or liabilities arising from their use of the Software or any violations of these terms.
These terms and conditions constitute the entire agreement between OrionStars.com and the Customer regarding the Software and supersede any prior agreements or understandings.
We would like to inform our customers that the primary purpose of this game is for entertainment purposes only. It is important to understand that participation in the game does not guarantee any cash prizes or winnings under any circumstances.
However, we want to emphasize that, on specific occasions, the company may organize events where actual cash winnings are possible. It is important to note that participation in these events does not require any purchase or payment. Nevertheless, it should be understood that the availability of cash winnings is not guaranteed and is subject to certain conditions determined by the company.
We encourage our customers to enjoy the game for its entertainment value and not solely for the potential of cash prizes. Any participation in events with cash winnings should be viewed as an added benefit, rather than an expectation.
Clause 6.2 outlines the indemnification obligations in the agreement. Customer agrees to defend and hold harmless Orion Stars, its affiliates and subsidiaries, and its officers, directors, stockholders, employees, consultants, representatives, agents, successors, and assigns (referred to as "Indemnitees") from any third-party action or claim. Customer further agrees to indemnify Orion Stars and its Indemnitees against any and all Claims, including losses, liabilities, damages, expenses, and costs (including reasonable attorneys' fees), arising from:
(a) Customer's breach of any term, condition, representation, or warranty stated in this Agreement,
(b) Customer's violation of applicable law, or
(c) Customer's gross negligence or willful misconduct.
The responsibility for defense and expenses lies with the Customer, unless otherwise mentioned in the indemnification obligations.
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