GAME Terms of Use

API USAGE AND LICENSE AGREEMENT

This API Usage and License Agreement (this "Agreement"), together with the GAME X API Usage Terms any documents and additional terms they expressly incorporate by reference, which include any other terms or other agreements that Virtuals Protocol (the “Company”, "we", "us" and "our") posts publicly or makes available to you or the company or other legal entity that you represent ("Developer", "you" or "your"), are entered between the Company and you in respect of your access and use of the GAME software development kit(s) (“SDK”) and application programming interface (“API”) (collectively, the “Software”) that is made available through the Company’s (accessible at https://console.game.virtuals.io/) (the “Platform”), and the use of any development related tools and features (including without limitation, any smart contracts, decentralized applications, and APIs) that the Company has developed and provides to facilitate such access and usage of the Software.

Please read this Agreement carefully, as this Agreement governs your access and use of the Software. By accessing and/or using the Software, you agree to be bound by this Agreement which collectively represents the complete agreement between you and us in respect of your access and use of the Software and shall supersede any prior agreements between us, whether written or oral. We reserve the right to update or modify this Agreement at any time without prior notice. Continued use of the Software after any such changes constitutes your acceptance of the new and modified Agreement.

1. Interpretation and Definitions

A. Capitalized terms not otherwise defined elsewhere in this Agreement, or in the terms referenced by this Agreement, shall, for the purposes of this Agreement, have the following meanings:

(a) “Intellectual Property Rights” refer to patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets) (as defined below), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

(b) “Open Source Software” means any Third-Party Software and the functionalities therein, as included in or distributed with any Software, which are generally available and obtained by the Company via an inbound license as freeware, shareware, or open source software under the Mozilla Public License, BSD, GNU General Public License or the Apache Software License, or under or pursuant to similar licensing or distribution models. For the avoidance of doubt, Open Source Software shall remain categorized as Open Source Software for the purposes of interpreting this Agreement despite subsequent modifications by the Company prior to distribution of the Software.

(c) “Third-Party Software” means (i) the copyrighted, patented, and/or otherwise legally protected software and/or material of third parties that is licensed to, sublicensed to, and/or otherwise distributed or made available by the Company to the Developer; and (ii) Open Source Software.

B. Save as set out in Clause 1.A above, and unless the context otherwise admits or requires:

(a) References to "Recitals", "Clauses", "Appendices", and "Schedules" are to recitals and clauses of, and appendices and schedules to this Agreement and references to this "Agreement" shall mean this Agreement and the Schedules hereto.

(b) The headings in this Agreement are for convenience only and shall not affect the interpretation hereof.

(c) Unless the context otherwise requires, references to the singular number shall include references to the plural number and vice versa, references to natural persons shall include bodies corporate, and the use of any gender shall include all genders.

(d) References to any agreement or document, including this Agreement, shall include such agreement or document as amended, modified, varied, or supplemented from time to time.

(e) Any reference to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time modified or reenacted whether before or after the date of this Agreement so far as such modification or reenactment applies or is capable of applying to any transactions entered into prior to the date of this Agreement and (so far as liability thereunder may exist or can arise) shall include also any past statutory provisions or regulations (as from time to time modified or reenacted) which such provisions or regulations have directly or indirectly replaced.

(f) References to a "person" shall be construed so as to include any individual, firm, company, corporation or other body corporate, government, state or agency of a state or any joint venture, association, partnership, works council or employee representative body (whether or not having separate legal personality).

(g) References to times of the day are to local time in the relevant jurisdiction unless otherwise stated.

(h) References to any Panama legal term for any action, remedy, method, or judicial proceeding, legal document, legal status, court, official, or any legal concept or thing shall, in respect of any jurisdiction other than Panama, be deemed to include what most nearly approximates in that jurisdiction to the relevant Panama legal term.

(i) The words "written" and "in writing" include any means of visible reproduction (including, without limitation, in electronic form or otherwise).

(j) Any phrase introduced by the terms "including", "include", "in particular", or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(k) An obligation on a party not to do something includes an obligation not to allow that thing to be done.

2. Access to and Use of the Software

A. Subject to Developer's compliance with the terms and conditions of this Agreement, the Company grants Developer, a non-exclusive, limited, personal, non-transferable, non-assignable, revocable right and license to access and use the Software for the following purposes:

i. Use the Software to build, operate, and scale applications, agents, or bots (the “Developer Product”).

ii. Integrate the Software into internal or external services, subject to Rate Limits (defined below) and such applicable or fair use policy and limitations as may be imposed by the Company from time to time.

The Developer may only access and use the Software as provided herein and only in accordance with our applicable official documentation for such Software (available at https://docs.game.virtuals.io/game-sdk) (the “Documentation”), as may be updated from time to time in our sole discretion.

B. The Developer acknowledges and agrees that the Software may include various components, features, and functionalities that the Company may provide from time to time, including but not limited to SDKs, APIs, access to third party decentralised applications, authentication infrastructure, digital wallet infrastructures, distributed signature generation systems, and related blockchain connectivity services, and that such Software are subject to the terms and conditions set forth herein. The scope and availability of Software may vary and are subject to modification at our discretion, as applicable.

C. As between the Parties and subject to Clauses 2.A and 2.B above, the Company and its licensors own and retain all right, title and interest in and to: (a) the Software (including without limitation, any Third-Party Software components); (b) all logos and trademarks included in any of the foregoing that belong to the Company or any third-party licensor, and (c) any and all Intellectual Property Rights embodied in the foregoing. The Company reserves all rights not expressly granted in this Agreement, and no licenses are granted by the Company to the Developer, whether by implication, estoppel or otherwise, except as expressly set forth in this Agreement, and the Developer shall not challenge such ownership or validity of the same. Without prejudice to the generality of the foregoing, the Developer shall not, for any purpose, use or adopt any trademark, trade name or similar names that are owned by the Company and/or used by the Company or any of its third party licensor as a means of identifying itself without express written consent of the Company or any of its third party licensor.

D. Feedback. The Developer may choose to submit comments, bug reports, ideas or other feedback about the Software, including, without limitation, about how to improve the Software (collectively, “Feedback”). All such title, rights and interests in such Feedback (including any Intellectual Property Rights subsisting therein) shall be held and owned solely by the Company. By submitting any Feedback, the Developer hereby agrees that the Company shall be free to use such Feedback at the Company’s discretion and without additional compensation to the Developer, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). Any improvements made to the Software due to any Feedback shall belong exclusively to the Company and shall be considered the Company’s Intellectual Property Rights. The Developer hereby irrevocably and unconditionally transfers and assigns to the Company all Intellectual Property Rights it may have in any Feedback and any developments made as a result of such Feedback and waives any and all moral rights or other residual proprietary rights that the Developer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by the Company at its sole discretion, and that the Company shall in no way be obliged to make use of any kind of the Feedback or part thereof.

E. The Developer warrants it will not use the Software:

i. for any purpose not expressly authorized by this Agreement including redistribution, resale or other commercial purposes;

ii. for any illegal, illicit, harmful, defamatory, or abusive activity or purpose;

iii. for any actions that infringe, misappropriate, or violate the rights of others;

iv. in any manner that violates applicable laws and regulations; or

v. on behalf of any party, for any purpose, which is not a party to this Agreement.

F. Except to the extent expressly permitted under this Agreement, the Developer warrants and undertakes that it will not:

i. directly or indirectly attempt to copy, duplicate, modify, translate, adapt, alter, create derivative works from, reverse engineer, disassemble, decompile or translate the Software or any component thereof, or attempt to create a substitute or similar service through use of or access to the Software;

ii. sell, lease, sublicense, distribute, redistribute, syndicate, assign, or otherwise transfer or provide access to the Software, in whole or in part, to any third party;

iii. disrupt or interfere with the Software, including circumventing any Rate Limits, constraints, or bypassing any protective measures, access restrictions or safety precautions that have been implemented on the Software;

iv. exploit any vulnerability of the Software, inject any unauthorized or malicious scripts, codes, commands, queries, or requests, or introduce any unauthorized code through the Software. In the event that the Developer is aware of any vulnerabilities in the Software or any part thereof, it shall immediately notify the Company, and shall ensure that it does not notify any third party without the prior written consent of the Company;

v. remove or alter any trademark, logo, copyright or other proprietary notices associated with the Software (or any part thereof);

vi. use the Software to provide services for, or otherwise for the benefit of, third parties, including without limitation, using the Software to provide software as a service, platform as a services, or similar services offering;

vii. exceed the applicable usage limitations, feature limitations, rate limits, or other applicable acceptable or fair usage expectations or other usage limits as may be stated in the Documentation or otherwise specified by the Company;

viii. use any unauthorized process or software that intercepts, collects, crawls, scrapes, reads, or “mines” information or data generated or stored by the Software (or any part thereof, including any third party components) or the underlying Platform, or use the Software to develop any other software or tool that does the same;

ix. engage in any conduct intended to disrupt or diminish the social experience for other users or developers, or disrupt the operation of the Company’s provision of the Software and the Platform in any way, including:

(a) disrupting or assisting in the disruption of any server, equipment, hardware or computer system used to support the Software and/or the Platform or interfering with, disrupting, negatively affecting or inhibiting other users or developers from enjoying access and use of the Software and the Platform, or in any action or conduct that could damage, disable, overburden, or impair the functioning of the Software and the Platform. ANY ATTEMPT BY YOU TO DISRUPT THE SOFTWARE AND THE PLATFORM OR UNDERMINE THE LEGITIMATE OPERATION OF THE SOFTWARE AND THE PLATFORM MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS.

(b) harassment, “griefing,” abusive behaviour or conduct intended to unreasonably undermine or disrupt the Software usage or Platform experiences of others, and/or any other activity which violates this Agreement.

(c) posting or transmitting unsolicited or unauthorized advertising, or promotional materials, that are in the nature of "junk mail," "spam," "chain letters," "pyramid schemes," or any other similar form of solicitation within the Platform.

x. facilitate, create or maintain any unauthorized connection to the Software or the Platform including without limitation (i) any connection to any unauthorized server that emulates, or attempts to emulate, the Software or the Platform; and (ii) any connection using third-party programs or tools not expressly authorized by the Company;

xi. use the Software in any manner or for any purpose that involves deception, falsehoods, misrepresentations, or misleading statements, including impersonating someone;

xii. disguise your location through IP proxying, VPN or other methods;

xiii. circumvent or attempt to circumvent any aspect of the Software, which is designed to manage or restrict unauthorized access or use of the Software; or

xiv. cause or permit any other party to do any of the foregoing, or use the Software to develop and/or operate any software or tool that does any of the foregoing.

G. The Company shall have the right to monitor and/or record your access and usage of the Software when you use Software. The Company shall have the right to rely on any such records and information for any reason, including: (a) to satisfy any applicable law, regulation, legal process or governmental request; (b) to enforce the terms of this Agreement or any other of the Company’s policies; (c) to protect the Company’s legal rights and remedies; (d) to protect the health or safety of anyone that the Company believes may be threatened; or (e) to report a crime or other offensive behavior.

3. Rate Limits and Access Tiers

A. The Company provides access to, and use of, the Software on the following access tiers (each an “Access Tier”):

i. Basic Access: This is the default tier that is provided without charge, but with limits on features (“Feature Limits”) and on utilisation rates and call rates (“Rate Limits”); and

ii. Premium Access: The Premium Access tier is provided on a paid subscription basis, with access to more features, and higher Rate Limits. Premium Access is automatically unlocked by adding credits via the Platform.

B. More details on the Access Tiers and the applicable Feature Limits, Rate Limits and pricing are available at https://docs.game.virtuals.io/game-sdk-usage-and-pricing. We reserve the right to add, vary, modify or amend the Access Tiers (including without limitation, Rate Limits, pricing and Feature Limits) or throttle, limit, suspend or revoke access to the Software at any time and at our sole discretion for any reason whatsoever (including for the purpose of maintaining service integrity and ensuring your compliance with the terms of this Agreement).

C. Upon the Developer adding sufficient credits to the Platform, the Premium Access to the Software will be provisioned automatically without any further action or approval by the Company. The Software will be deemed delivered when Premium Access is first enabled on the Developer’s account. The Developer acknowledges that the Company does not control the transfer of data over the internet and that the Company is not responsible for any delays or delivery failures caused by the internet.

i. Any Access Credentials provided by the Company to the Developer are personal and specific to the Developer. The Developer may not distribute any Access Credentials provided by the Company to any third party. Such Access Credentials are the Confidential Information of the Company and are subject to the confidentiality requirements set out herein.

ii. You are solely responsible for all activities conducted through your Access Credentials whether or not you authorize the activity. In the event that fraud, illegality or other conduct that violates this Agreement is discovered or reported (whether by you or someone else) that is connected with your Access Credentials, the Company may suspend or block your access to and use of the Software, whether for a period of time or indefinitely.

iii. You are solely responsible for maintaining the confidentiality and security of your Access Credentials. You are solely responsible for any harm resulting from your disclosure, or authorization of the disclosure, of your Access Credentials (for example, passwords) or from any person's use of your access credentials to gain access to your Access Credentials. You acknowledge that in the event of any unauthorized use of or access to your User Account, access credential or other breach of security, you accept that due to the nature of the Platform, the Company will be unable to remedy any issues that arise, and the Company will not be responsible or liable for the same.

iv. The Company will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations, or for any reason whatsoever, except fraud on our part.

v. The Company will not be liable for any loss or damage arising from unauthorized access to your Access Credentials.

4. Developer Responsibilities, Representations and Warranties

A. General

i. The Developer is responsible for all activities that occur in connection with the Developer's access and use of the Software, including but not limited to the proper access and usage of the Software, and maintaining compliance with applicable laws and regulations.

ii. The Developer agrees to provide all necessary notices and end user terms (collectively, “End User Terms”) to all end users (“End Users”) and obtain all required consents and agreements to such End User Terms in respect of the Developer’s End Users’ access and use of the Developer Product. Such End User Terms shall include, but not be limited to, disclosures of risks relating to the access and use of the Developer Product, and restrictions and terms and conditions no less stringent than those set out herein, security considerations, and any limitations on transaction reversal or credential recovery capabilities, End Users’ obligations to ensure that the Developer Product are used in a manner which complies with applicable laws and regulations, and other such terms and conditions as may be reasonably expected from similar terms and conditions used within the industry.

iii. The Developer is solely responsible for ensuring that all Intellectual Property Rights used by the Developer in the development of the Developer Product and the access and use of the Software are properly owned or licensed by the Developer (the “Developer’s IPR”). The Developer shall be solely responsible for all matters relating to the Developer’s IPR (including without limitation, any dispute, issue or claim of infringement raised by an End User or a third party in respect of the Developer Product and/or the Developer’s IPR). The Developer shall indemnify and hold the Platform and the Company, and each of its users, affiliates, officers, directors, employees, agents, and representatives (collectively, “Company Related Parties”) harmless from and against any and all claims, damages, liabilities, losses, costs, and expenses (including attorneys' fees) arising out of or in connection with any dispute, issue or claim of infringement brought by any End User or any third party relating to the Intellectual Property Rights used by the Developer for the purposes of this Agreement.

iv. The Developer acknowledges and agrees that the Software only provides back-end infrastructure for the Developer to develop and operate the Developer Product, and that the Developer Product is provided solely by the Developer, and the Developer is solely and wholly responsible and liable for the provision and operation of the Developer Product and all the features, functionality and services relating thereto, to the End Users. Accordingly, the Developer shall be fully responsible for resolving all issues, feedback, complaints, disputes or other matters relating to the End Users’ access and use of the Developer Product (each a “User Dispute”). The Developer acknowledges and agrees that each User that access and uses the Developer Product is entering into a direct contractual relationship with the Developer and not with the Company, and accordingly, the Company shall not be responsible or liable for any User Dispute(s) between an End User and the Developer. The Company may (but is not obligated to) assist in the resolution of any User Dispute(s) between an End User and the Developer but such assistance shall not be deemed as an assumption or recognition of responsibility by the Company.

B. Security and Technological Matters

i. The Developer shall use best commercial efforts in accordance with applicable laws and good industry practice to:

(1) ensure that no Harmful Code is contained in the Developer Product; and

(2) not introduce any Harmful Code into the Platform, the Software or any Third-Party Software.

ii. If any Harmful Code is found (a) in the Developer Product; or (b) to have been introduced by the Developer into the Platform, the Software or any Third-Party Software:

(1) the Developer shall report that fact to the Company as soon as practicable after the Developer becomes aware of it and provide all information reasonably requested by the Company in relation to the Harmful Code, its manner of introduction and the effect the Harmful Code has had or is likely to have;

(2) the Developer shall co-operate fully with the Company and all such service providers or third parties designated by the Company in taking the necessary remedial action to eliminate the Harmful Code and shall itself take all reasonable steps to prevent reoccurrence (including implementing appropriate policies and processes to prevent further occurrences); and

(3) if so directed by the Company, the Developer shall, at its own cost, remove the Harmful Code from its Developer Product and the Platform, the Software or any of the Third-Party Software and remedy any consequences of the introduction, execution or proliferation of the Harmful Code.

For the purposes of this Agreement, “Harmful Code” shall mean any computer instructions, circuitry, or other means whose purpose or intended effect is to (i) disrupt, disable, harm, or otherwise impede in any manner the operation of any component of the Developer Product, the Platform, the Software or any of the Third-Party Software(each a “System”) (sometimes referred to as “viruses” or “worms), (ii) disable or impair in any way the operation of any component of the System, or (iii) permit unauthorized access to any component of a System (sometimes referred to as “traps”, “back doors”, “access codes” or “trap door” devices), and any other harmful, malicious, hidden, or self-replicating procedures, routines or mechanisms whose purpose or intended effect is to cause any component of a System to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with any part of the Company’s or the Developer’s or any third party’s operations.

iii. The Developer is responsible for securing the Developer's own systems, applications, and infrastructure required to access and use the Software, including but not limited to implementing appropriate access controls, data protection measures, and incident response and resolution process and procedures. The Developer hereby acknowledges and agrees that vulnerabilities or security issues in the Developer Product and own systems could potentially affect the security of the Platform, the Software or any Third-Party Software, and the Developer hereby indemnifies the Company and/or the Company Related Parties from and against any and all claims, damages, liabilities, losses, costs, and expenses (including attorneys' fees) suffered by the Company and/or the Company Related Parties arising out of or in connection with such vulnerabilities.

iv. As a developer of the Developer Product, you hereby acknowledge and agree that you owe certain duties and responsibilities to the Company, the Software, the Platform and your End Users in respect of the features and functionalities that you make available on the Developer Product, including without limitation:

(1) ensuring that all features and functionalities made available on or via the Developer Product are in compliance with all applicable laws and regulations;

(2) where any feature and/or functionality allow for transactions or interactions to be conducted with products and/or services provided by third parties (for example, on external third party platforms or Dapps) (each a “Third Party Interaction”), ensuring that such Third Party Interactions are not prohibited by the relevant third party product and/or service, and that such Third Party Interactions are in compliance with all applicable laws and regulations, and terms and conditions imposed by such third party products and/or services;

(3) ensuring that all actions and transactions by End Users (each an “End User Transaction”) and Third Party Interactions conducted via the Developer Product are conducted accurately, correctly, in a timely manner and in accordance with the relevant End User’s instructions, inputs, specifications, parameters, and any other content or information that such User provides when using or interacting with the Developer Product (“End User Instruction”); and

(4) implementing technological safeguards and restrictions into the Developer Product to ensure that all End User Instruction from End Users do not result in any User Transaction or Third Party Interaction that:

a. violates applicable laws and regulations or this Agreement or the Terms;

b. causes, enables or encourages the misuse, manipulation, exploitation, circumvention, sabotage, or abuse of the Platform, the Developer Product or the Software (including any Third-Party Software); or

c. infringes, misappropriates or otherwise violates any Intellectual Property Rights privacy rights, publicity rights, or other legal rights of any third party or other End User or Developer.

C. Developer’s Representations and Warranties

The Developer hereby represents and warrants that:

i. it has all permits, licenses, and other authorizations to develop, launch and operate the Developer Product;

ii. all documentation, details, information, parameters, specifications and data provided by the Developer are true, complete and accurate in all material respects with respect to the Developer and its Developer Product;

iii. the Developer Product or any component or part thereof does not and will not infringe, dilute or otherwise violate, trespass or in any manner contravene, breach or constitute the unauthorized use or misappropriation of, or conflict with any Intellectual Property Rights, or any other property rights or proprietary rights, of any third party, and there is no claim or action pending or threatened against the Developer or the Developer Product alleging any of the foregoing. The use of the Software (including any Third-Party Software) will not constitute or result in any claim of impersonation, fraud or an infringement of any Intellectual Property Rights, or any other property rights or proprietary rights, of any third party, against the Software, the Platform or the Company;

iv. there is no legal proceeding pending or, to the knowledge of the Developer, threatened with respect to, against or affecting or seeking to prevent or delay the development, launch, maintenance or operation of the Developer Product and no notice of any such legal proceeding involving or relating to the Developer, whether pending or threatened, has been received by the Developer or any agent thereof;

v. no personnel or member of the Developer or, to the Developer’s knowledge, employee or service provider assisting in the development and operation of the Developer Product, is: (i) the target of economic, financial sanctions, trade embargoes or export controls administered, enacted or enforced from time to time by the United States of America (“U.S.”), the United Nations Security Council, the European Union (“EU”), any EU member state, or the United Kingdom (regardless of its status vis-a-vis the EU) (collectively, the “Sanctions”); (ii) organized, operating from, incorporated or resident in a country or territory which is the subject of comprehensive export, import, financial or investment embargoes under any Sanctions (including without limitation, Cuba, Iran, North Korea, the Crimea region of Ukraine and Syria) (the “Sanctioned Country”); or (iii) unless otherwise disclosed in writing to the Company prior to Developer’s access and use of the Software, is a senior political figure or any immediate family member or close associate of a senior political figure. For purposes of this Agreement, a “senior political figure” is a senior official in the executive, legislative, administrative, military or judicial branches of a government (whether elected or not), a senior official of a major political party, or a senior executive of a government-owned corporation, including any corporation, business or other entity that has been formed by, or for the benefit of, a senior political figure; an “immediate family member” of a senior political figure are such person’s parents, siblings, spouse, civil partner, children and step-children; and a “close associate” of a senior political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior political figure, and includes a person who is in a position to conduct substantial financial transactions on behalf of the senior political figure.

vi. the Developer shall honestly, completely and accurately represent the details, characteristics, strategy, outlook and business plan of the Developer Product in order to allow the End Users to undertake such due diligence as they may wish to undertake, and to make an informed and conscious decision concerning their access and use of the Developer Product;

vii. the Developer shall communicate honest, accurate, timely and updated information relating to the Developer Product, and its use of the Software, to the Company and the End Users at all times; and

viii. the Developer shall be solely responsible: (i) for any and all tax liabilities associated with payments between each of itself and any End User; (ii) for determining whether the Developer is required by applicable laws to issue any particular invoice to its End Users and for issuing any invoices so required; and (iii) for determining whether the Developer and/or an End User is required by applicable law to remit to the appropriate authorities any value added tax, sales tax or any other taxes and duties or similar charges, and remitting any such taxes or charges to the appropriate tax authorities, as applicable.

D. The Developer hereby acknowledges and agrees that:

i. the Company will be relying, and is so entitled to rely, upon the information, representations, warranties, and covenants made or provided by the Developer to the Company in the course of the Developer’s access and use of the Software; and

ii. the Company may cooperate with governmental authorities or regulatory authorities upon request, or contact governmental authorities or regulatory authorities at its discretion, if it suspects the Developer access and uses the Software, or develops, launches and operates the Developer Product for any criminal purpose, including money laundering, or in violation of applicable laws.

5. Fees, Payments, Taxes.

A. Applicable Fees. Where applicable, the Company may charge you the following fees for the access and use of the Software:

i. fees for the utilisation of the relevant Software (based on the applicable Access Tier) (the “Usage Fee”) as specified in the Documentation. The Company reserves the right to change or revise the Usage Fee by updating the Documentation at any time without notice to the Developer, and any changes or revisions to the Usage Fee will be published on the Documentation. It is the Developer’s responsibility to take note of any changes or revisions to the Usage Fee, and the Developer shall be charged the updated Usage Fee for any further access and use of the relevant Software by the Developer after the Usage Fee is revised; and

ii. gas fees or transaction fees charged on the transactions conducted via the Software or through the Platform (“Gas Fees”). Where applicable, Gas Fees are paid to the third parties and/or network of computers that operate the relevant blockchain and/or process the transactions and are not paid to the Company. Kindly note that such Gas Fees often fluctuate based on a number of factors, all of which are not under the Company’s control, and may therefore vary or change at any time without notice.

B. The Company may charge the applicable fees set out above by (i) automatically charging, deducting or debiting the applicable fees from any (a) prefunded deposit account or credit card provided by the Developer; or (b) any digital asset wallet connected or linked to the relevant Software or Platform by the Developer; or (ii) by the issuance of an invoice to the Developer, whereby the Developer shall make payment to the Company via the payment methods set out in Clause 5.C below. Where an invoice is issued, the relevant fees are due to the Company within thirty (30) days of the date of the Company’s invoice. In addition to any of its other rights or remedies (including, without limitation, any termination rights) under this Agreement, the Company reserves the right to suspend provision of the Software to the Developer: (a) if the Developer is overdue on any payment obligation, (b) if the Company deems such suspension necessary due to the Developer’s breach of applicable use restrictions in connection with the Software, or (c) as required by law or at the request of governmental entities. If suspension is due to past due amounts under subsection (a) above, the applicable access to the Software will be resumed and/or restored upon receipt by the Company of all overdue amounts. No suspension under this paragraph will relieve the Developer from complying with any of its obligations under this Agreement.

C. Payment Method and Currency. Except as may otherwise be agreed to between the Parties, all payments due under the Agreement will be made: (i) by fiat (through the means of a prefunded deposit account from which the Company may debit the relevant Usage Fees or Gas Fees from) or via bank wire transfer, electronic ACH deposit or company check in immediately available funds to an account designated by the Company); (ii) in USDT/USDC stablecoin (whereby the funds may be automatically deducted from a digital asset wallet that the Developer connects or links to the Platform or via transfer by the Developer to a digital asset wallet address specified by the Company); or (iii) in such other digital asset (such as cryptocurrencies) specified in writing to be acceptable by the Company (whereby the applicable digital assets may be automatically deducted from a digital asset wallet that the Developer connects or links to the Platform or via transfer by the Developer to a digital asset wallet address specified by the Company).

D. Taxes. The fees payable by the Developer under this Agreement do not include taxes. The Developer will pay any and all sales, use, excise, import, export, value added, goods and services tax or similar taxes (“Transaction Taxes”) and all government permit or license fees, and all customs, duty, tariff and similar fees levied upon the sale of the subscriptions and licenses to the Software under the Agreement, exclusive of income taxes based on the Company’s net income. The Company will pay any costs associated with the collection of Transaction Taxes, including penalties and interest. If the Developer is required to pay any withholding tax, charge or levy with respect to payments to the Company (“Withholding Taxes”), the Developer agrees to gross up payments actually made to the Company such that the Company receives sums due in full and free of any deduction of any such Withholding Tax.

6. Confidentiality; Data Protection; Publicity.

A. Confidentiality.

i. “Confidential Information” means all information disclosed (whether in oral, written or other tangible or intangible form) by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) concerning or related to the business relationship (or potential business relationship) between the parties, whether before, on or after the date of the Developer’s first access and use of the Software (the “Effective Date”) that is: (i) characterized as confidential information at the time of disclosure or within a reasonable time after disclosure; or (ii) that due to the nature of the information and circumstances surrounding its disclosure would be reasonably understood by a person with no knowledge of the relevant trade or industry to be confidential or proprietary. Such Confidential Information includes, without limitation, (1) concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of the Disclosing Party or its subsidiaries or affiliates; (2) trade secrets, drawings, inventions, know-how, software programs, and software source documents; (3) information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers; (4) existence of any business discussions, negotiations or agreements between the parties; (5) any information regarding the skills and compensation of employees, contractors or other agents of the Disclosing Party or its subsidiaries or affiliates, and (6) the details and information set out in this Agreement and the Documentation (to the extent such information is confidential). Confidential Information also includes proprietary or confidential information of any third party licensor who may disclose such information to the Company or the Developer in the course of the Developer’s access and use of the Software. Confidential Information will not include information that: (i) is in or enters the public domain without breach of the Agreement and through no fault of the Receiving Party; (ii) the Receiving Party can reasonably demonstrate was in its possession prior to first receiving it from the Disclosing Party; (iii) the Receiving Party can demonstrate was developed by the Receiving Party independently and without use of or reference to the Disclosing Party’s Confidential Information; or (iv) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation.

ii. Period of Confidentiality. The Receiving Party will, during the term of this Agreement and for five (5) years thereafter, be required to maintain the confidentiality of the Disclosing Party’s Confidential Information by using the same degree of care to maintain the confidentiality of such Confidential Information that it uses to maintain the confidentiality of its own Confidential Information, but in no event less than reasonable care. Notwithstanding the foregoing, where the Confidential Information disclosed is: (i) the Disclosing Party’s trade secret, the Receiving Party will treat such information as Confidential Information for as long as the Confidential Information remains the Disclosing Party’s trade secret; or (ii) required by law to be protected for a duration beyond that provided hereunder, the Receiving Party will maintain such information in confidence for the duration required by law.

iii. Use; Disclosure. Any Confidential Information of the Disclosing Party will be used by the Receiving Party solely for the purpose of carrying out the Receiving Party’s obligations under this Agreement. In addition, the Receiving Party will not reproduce Confidential Information disclosed by the Disclosing Party, in any form, except as required to accomplish the Receiving Party’s obligations under this Agreement. The Receiving Party may disclose Confidential Information to the extent compelled to do so pursuant to a judicial or legislative order or proceeding; provided that, to the extent permitted by applicable law, the Receiving Party provides to the Disclosing Party prior notice of the intended disclosure and an opportunity to respond or object to the disclosure, or if prior notice is not permitted by applicable law, prompt notice of such disclosure; and provided further that the Receiving Party must limit the scope of Confidential Information that is disclosed to only that which is required to be disclosed by the applicable order or proceeding.

iv. Remedy for Breach. The parties agree that damages may be an inadequate remedy in the event of a breach of this Clause 6.A. Therefore, the Parties agree that a party is entitled, in addition to any other rights and remedies otherwise available, to seek injunctive and other equitable relief in the event of a breach or threatened breach by the other party of this Clause 6.A.

B. Data Protection. The Company’s Privacy Policy (accessible at [https://app.virtuals.io/privacy_policy.pdf]), as may be updated by the Company from time to time, will apply to and govern (a) the Company’s handling, storing, and otherwise treating of the various types of data identified therein in connection with the Developer’s use of the Software, and (b) the Developer’s rights and obligations with respect to such data in connection with the Developer’s use of the Software. The Company’s Privacy Policy (including capitalized terms therein) is hereby incorporated into this Agreement by reference.

C. Publicity. The Company shall have the right to include the Developer’s name and logo on the Company’s website and other public customer lists. The Developer agrees to cooperate with the Company, at Company’s reasonable request, on public content that describes the Developer’s election to use the Software, including, but not limited to, announcements, press releases, social media posts, and other public communications or publications describing the Developer’s election to use the Software, and publication of results, data, information, or other written or video success stories describing the use of the Software.

7. Warranties; Disclaimer.

A. General Warranties. Each Party warrants that as of the Effective Date: (i) it validly exists and is in good standing under the laws of the place of its establishment or incorporation; (ii) it has full corporate power and authority to execute, deliver and perform its obligations under this Agreement; (iii) the person signing this Agreement on its behalf has been duly authorized and empowered to do so; and (iv) this Agreement is valid, binding and enforceable against it in accordance with its terms.

B. General Disclaimers. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE SOFTWARE (AND ALL THIRD-PARTY SOFTWARE) ARE PROVIDED ON AN “AS IS”, “UNDER DEVELOPMENT”, "WITH ALL FAULTS" AND “AS AVAILABLE,” BASIS FOR USE, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY AND ITS THIRD PARTY LICENSORS AND SUPPLIERS DISCLAIM ANY AND ALL OTHER WARRANTIES (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SOFTWARE (AND THIRD PARTY SOFTWARE), WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL: (I) WARRANTIES OF MERCHANTABILITY; (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT THE COMPANY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (III) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. THE COMPANY AND ITS THIRD PARTY LICENSORS AND SUPPLIERS MAKE NO WARRANTIES WITH RESPECT TO THE SOFTWARE (INCLUDING THE THIRD-PARTY SOFTWARE).

C. Blockchain Related Disclaimers:

i. The Company and the Software could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the Developer’s ability to access or use the Software or the Platform, or other decentralised protocols or networks or other applicable blockchain. The Company has no control over, and cannot be responsible or liable for, any errors, delays, failures, defects, or other issues caused by such decentralized protocols, networks, or other applicable blockchains. The Company, the Software and the Platform are not registered or licensed by any governmental or regulatory authority or agency. No governmental or regulatory authority or agency has reviewed or approved the Company, the Software or the Platform provided thereunder.

ii. There are risks associated with using an internet-based currency, including, but not limited to, the risk of hardware, software, and internet connection failure or problems, and the risk of malicious software introduction. The Developer accepts and acknowledges that the Company will not be responsible for any communication failures, disruptions, errors, distortions or delays that may be experienced when accessing and using the Software, however caused.

iii. The Developer acknowledges and agrees that the Software are software code and are subject to flaws, and acknowledges that the Developer is solely responsible for evaluating any smart contract or source code provided by the Company. Like all software, the Software (and Third-Party Software) may be subject to exploits. The Company is not and will not be responsible for exploits of any kind. While the Company has taken a number of precautions to maintain the security of the Software, respectively, this is a nascent technology, and it is not possible to guarantee that the software code or any smart contracts are completely free from vulnerabilities, bugs, or errors. The Developer accept all risks that arise from using the Software. The Developer further expressly acknowledges and agrees that any relevant protocol, network applications, or other blockchain applications can be written maliciously or negligently, and that the Company cannot be held liable for the interaction between the Developer and such relevant protocols, network applications, or other blockchain applications. This warning and others later provided by the Company in no way evidence or represent an ongoing duty to alert the Developer to all of the potential risks of utilizing the Software.

iv. The following risks are associated with blockchain based technologies in general: the risk of losing private keys, theft resulting from third parties discovering private keys, value fluctuation of digital assets on the secondary market, disruptions to any applicable protocol or network caused by network congestion, lack of usability of, or loss of value with respect to, digital assets due to a hard fork or other disruption to any applicable protocol or network, or errors, bugs, or vulnerabilities in the smart contract code associated with a given digital asset or transactions involving digital assets.

v. Upgrades, forks, or changes to the blockchain or a change in how transactions are confirmed on the blockchain may have unintended, adverse effects. In the event of a change to an underlying blockchain network or other network disruption, resulting in a fork of the existing blockchain into one (or more) additional blockchains, the Software may or may not halt and may stop functioning. In addition, in the event of a fork, transactions on the network may be disrupted, including transactions involving Software.

8. Indemnification Obligations.

A. The Developer agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, damages, liabilities, losses, costs, and expenses (including attorneys' fees) arising out of or relating to (i) any breach by the Developer of this Agreement; (ii) the development, launch and operation of the Developer Product; (iii) any disputes or issued raised between the Developer and an End User relating to or in connection with any User Transaction or Third Party Interaction; and/or (iv) any claim of infringement of Intellectual Property Rights or other proprietary rights by a third party (including any End User) resulting from the development, provision and operation of the Developer Product, or the use of the Developer’s IPR by the Company under these terms.

9. Limitation of Liability.

A. (I) IN NO EVENT WILL THE COMPANY BE LIABLE TO THE DEVELOPER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA, ANY INTERRUPTION OF BUSINESS, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE DEVELOPER TERMS AND THE ACCESS AND USE OF THE SOFTWARE AND THE PLATFORM, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. (II) THE COMPANY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE LOWER OF (X) US$1,000 AND (Y) THE TOTAL AMOUNT OF THE USAGE FEE PAID BY THE DEVELOPER IN THE SIX (6) MONTHS’ PRECEDING THE ACCRUAL OF THE CLAIM.

B. CLAUSE 9 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS THE AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10. Modification, Suspension and Termination

A. This Agreement will become binding upon the Developer’s access and use of the Software and shall continue until terminated in accordance with the provisions hereof. Either party may terminate this Agreement and the Developer’s access and use of the Software at any time, with or without cause, upon reasonable notice to the other party, though the specific notice requirements may vary depending on the circumstances of termination and the particular services being utilized.

B. Upon termination, the Developer's right to access and use the Software (including any Third-Party Software) shall immediately cease. The Developer acknowledges that termination of this Agreement may affect the functionality of the Developer Product, and that the Developer may need to implement alternative solutions or migration procedures to maintain service continuity for its End Users. The Company shall use commercially reasonable efforts to provide reasonable notice of termination when practicable, but the Developer acknowledges that immediate termination may be necessary in certain circumstances.

11. Third-Party Software

A. Notwithstanding any terms to the contrary in this Agreement, the Developer acknowledges and agrees that: (a) the Software contain Third-Party Software; and (b) the Developer agrees that, in addition to the terms of this Agreement, its use is further subject to the terms of licenses applicable to the Third-Party Software (including without limitation, the terms set out in this Clause 11). The Developer hereby acknowledges that the Company may make a list of Third-Party Software available to the Developer: (i) with the Documentation, (ii) in the notice file that accompanies the Software, and/or (iii) in another reasonable manner. Further, the Developer hereby acknowledges that third-party suppliers (such as the Third Party Licensors) may disclaim and make no representation or warranty with respect to such Third-Party Software or any portion thereof, and assume no liability for any claim that may arise with respect to such Third-Party Software or the Developer’s use or inability to use the same.

B. NOTWITHSTANDING ANY OF THE TERMS IN THE THIRD-PARTY LICENSES, THIS AGREEMENT OR ANY OTHER AGREEMENT THE DEVELOPER MAY HAVE WITH THE COMPANY, THE COMPANY: (I) PROVIDES THIRD-PARTY SOFTWARE TO THE DEVELOPER AS-IS, WITHOUT WARRANTIES OF ANY KIND; (II) DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES WITH RESPECT TO THIRD-PARTY SOFTWARE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (III) IS NOT LIABLE TO THE DEVELOPER, AND WILL NOT DEFEND, INDEMNIFY, OR HOLD THE DEVELOPER HARMLESS FOR ANY CLAIMS ARISING FROM OR RELATED TO THIRD-PARTY SOFTWARE; AND (IV) WITH RESPECT TO THE THIRD-PARTY SOFTWARE, THE COMPANY IS NOT LIABLE TO DEVELOPER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES RELATED TO LOST REVENUE, LOST PROFITS, LOSS OF INCOME, LOSS OF BUSINESS ADVANTAGE OR DAMAGE TO, OR UNAVAILABILITY, LOSS OR CORRUPTION OF DATA.

C. Through your access and use of the Software, you may be able to access and interact with the X (formerly Twitter) platform (“X”), and its APIs. If you do interact with X or any of its APIs, you shall comply full with the GAME X API Usage Terms and the X API Rulebook, which outlines acceptable behaviors, limitations, and automation guidelines in respect of any usage of X. This includes but is not limited to:

i. Restrictions on automated replies, DMs, follows, and posts

ii. Proper labeling of AI-generated content

iii. Spam and engagement farming limitations

iv. Tiered access rules (Tier 1 vs Tier 2) and rate limits

D. By using the Software to access and interact X, you agree to follow the X API Rulebook. You are also responsible for ensuring compliance with the official X Developer Agreement and Policy. Failure to comply may result in immediate revocation of access to the Software. We reserve the right to modify or enforce new rules at any time.

E. For avoidance of doubt, nothing in this Agreement should be deemed as or construed as the Company or the Platform offering to license, sell, distribute, lend, rent or provide the Developer with any of X’s APIs or other products and services as part of the Software. Any interaction that a Developer may have with X’s APIs or other products and services are merely incidental to the Developer’s access or use of the Software.

F. The Software may also enable you to interact with other Third-Party Software (or third party services), such as interfacing with Ethereum, Discord, and other compatible environments. In all such cases, the Developer must:

i. Respect the integrity and intended use of all supported platforms.

ii. Avoid abusive automation or disruptive behavior.

iii. Implement proper user consent and privacy safeguards.

12. Miscellaneous.

A. Entire Agreement and Conflicts. This Agreement, and any exhibits, attachments, or addendums thereto set forth the entire agreement and understanding of the parties relating to the subject matter of this Agreement, and supersede all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom. This Agreement will prevail over any additional, conflicting or inconsistent terms and conditions which may be submitted in any other ordering or purchasing document provided by the Developer, and any additional terms and conditions in any such document will have no force or effect, notwithstanding the Company’s acceptance or execution of the same.

B. Independent Contractors. Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

C. Assignment. Neither this Agreement, nor any right or duty under this Agreement, may be transferred, assigned or delegated by the Developer, by operation of law or otherwise, without the prior written consent of the Company, and any attempted transfer, assignment or delegation without such consent will be void and without effect. The Company may transfer, assign or delegate this Agreement or its rights and duties under this Agreement. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective representatives, heirs, administrators, successors and permitted assigns.

D. Amendments and Waivers. No modification, addition or deletion or waiver of any rights under this Agreement will be binding on a Party unless made in writing and signed by a duly authorized representative of each Party. No failure or delay (in whole or in part) on the part of a Party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. Except as otherwise expressly set forth herein, all rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.

E. Force Majeure. Except for payments, neither Party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God, government actions, pandemic, war, civil disturbance, terrorist acts, insurrection, sabotage, labor shortages or disputes, issues with subcontractors, transportation difficulties or shortage of energy, raw materials or equipment. In the event of any such delay, the date of delivery will be deferred for a period equal to the time lost by reason of the delay.

F. Notices. Any notice, request, demand, consent or other communication required or permitted to be given by this Agreement to a Party is to be given in writing, in English, and may be (i) delivered by hand or by pre-paid first-class post or other next working day delivery service and addressed to the address set out on the first page of this Agreement or to a Party’s registered office (if different) or (ii) sent by email to the following addresses (or an address substituted in writing by the party to be served):

i. If to the Company: [email protected]

ii. If to You. All notices given by the Company under these Terms shall be given to you either through written notice, email, or website blog post.

G. Section Headings. The section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.

H. Attorneys’ Fees. In any action to enforce this Agreement, the prevailing party will be entitled to recover its costs and attorneys’ fees from the non-prevailing party.

I. Governing Law; Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of Panama, without giving effect to the rules, principles, or laws regarding conflicts of law thereof. Any dispute arising under this Agreement (a “Dispute”) shall be resolved and shall be finally settled by arbitration in Panama at the Arbitration and Settlement Centre of Panama (“CECAP”) by a single arbitrator appointed under the arbitration rules of the CECAP in force at the time such arbitration is commenced. All disputes concerning or relating to arbitrability of Disputes under this Agreement or the jurisdiction of the arbitrators shall be resolved by the arbitrators. The venue and seat of arbitration shall be Panama, and all arbitration proceedings shall be confidential. The award rendered in any arbitration commenced hereunder shall be final and conclusive and binding upon the parties on the date it is rendered. The parties may enforce any award rendered by the arbitrator in any court of competent jurisdiction.

J. Severability. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

K. Counterparts. This Agreement may be executed: (i) in two or more counterparts, each of which will be deemed an original and all of which will together constitute the same instrument; and (ii) by the Parties by exchange of signatures by electronic means or scanned and emailed signature service where legally permitted. For clarity, electronic, digital, machine-generated or images of signatures will create a valid and binding obligation of the party so signing.

L. Anti-Corruption Compliance. Each party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act, and all other applicable anti-corruption laws. Each party acknowledges and agrees that no payment or gift of money or anything of value has been or will be offered, authorized, promised, provided or paid, directly or indirectly, to any government official, state-owned enterprise official, public international organization official, political party official (or candidate for such office) or political party for the purpose of influencing official acts and decisions (including failures to act or decide) in order to assist the other party in obtaining or retaining an improper business advantage. Each party will promptly notify the other party if it receives a request to take any action which may violate its obligations under this Clause 12.L.

M. Export Controls and Trade Sanctions Compliance. The Developer represents and warrants that: (i) the Developer is not a citizen or resident of, or located within, a country or territory that is subject to comprehensive U.S. trade sanctions or other significant trade restrictions (including without limitation Crimea, Cuba, Iran, North Korea, and Syria); (ii) neither the Developer nor its ultimate beneficial owners, if applicable, are identified on any U.S. government restricted party lists (including without limitation lists administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) such as the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, or lists administered by the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”) such as the Denied Party List, Entity List and Unverified List); and (iii) that no content created or submitted by the Developer is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. The Developer shall not use, nor allow the transfer, transmission, export or re-export of the Software or any portion thereof, technology, services or data, in violation of any Export Control Laws administered by the BIS, OFAC, or any other U.S. government agency, nor shall the Developer’s use of such products, technology, services or data give rise to a violation by the Company of any Export Control Laws or any other applicable export control and economic sanctions laws and regulations. The Developer acknowledges that the Software may not be available in all jurisdictions and that the Developer is solely responsible for complying with the applicable laws associated with its business and services. The Company may immediately suspend the provision of the Software and/or terminate this Agreement upon written notice to the Developer if the Company reasonably believes that the Developer is in violation of this Clause. “Export Control Laws” mean applicable export control and trade sanctions laws, rules, and regulations that prohibit or restrict the import, export, re-export, or transfer of products, technology, services or data, directly or indirectly, to or for certain countries, end uses or end users, including without limitation the regulations administered by BIS and OFAC.

N. Audit for Compliance. During the term of this Agreement and for two (2) years thereafter, the Company may audit the Developer’s use of the Software directly or via an independent auditor on behalf of the Company. The Developer shall provide the Company and/or such independent auditor access to the Developer’s applicable systems, books and records, no more than once every calendar year (absent non-compliance in an immediately preceding audit), during the Developer’s normal business hours and in a manner that does not unreasonably interfere with the Developer’s normal business operations, to ensure the Developer’s compliance with the terms and conditions of this Agreement. Each party will pay the costs that it incurs in the course of the audit. If the audit reveals an underpayment, or a failure by the Developer to fully comply with all the terms and conditions of this Agreement, then the Developer will immediately pay the Company the underpaid amount, with interest accruing at the rate of 3% per month, or the highest rate permitted by law, whichever is lower, from the date such amount is due until the date such amount is finally paid in full. In addition, if any audit reveals an underpayment of more than five percent (5%) for any reporting period, the Developer will, without limiting the Company’s other rights and remedies at law or in equity, also reimburse the Company for its reasonable costs incurred in conducting such audit.

Last Updated: 16 October 2025