Software License Agreement (Public Offer)

Spatial Computing Entertainment – FZCO (the “Licensor“) hereby offers this Software License Agreement as a public offer to any person or entity (the “Licensee“) for the use of Licensor’s Software under the terms below. By paying the license invoice issued by the Licensor, the Licensee fully accepts this public offer. Upon such payment, a binding license agreement is formed, effective from the date of invoice payment (“Effective Date“), without the need for a signed document. The invoice and payment details will be deemed to supplement and form an integral part of this Agreement.

1. Definitions

Licensor: Spatial Computing Entertainment – FZCO, a Free Zone Company with its registered address at DSO-IFZA, IFZA Properties, Dubai Silicon Oasis, UAE.
Licensee: Any individual or legal entity that accepts this public offer by paying the license invoice, thereby entering into a license contract with the Licensor.
Software: The Licensor’s proprietary VR gaming software, including the Portal Arena integrated gaming platform and the full library of VR games provided by Licensor. This includes, but is not limited to, the games “Portal Strike,” “Portal Arcade,” “Portal Mafia,” “Portal Zombie,” “Portal Party Games,” and “Portal Birthday Party,” as well as all associated software necessary to run and manage these games. The term “Software” encompasses any copies, translations, updates, upgrades, or modifications of the software (including new games or components added by Licensor) that Licensor delivers or makes available to the Licensee under this Agreement. The Software and game library may be updated, expanded, modified, or enhanced by Licensor from time to time at its sole discretion.
Game Content: Each individual virtual reality game or experience made available as part of the Software, including all current titles listed above and any updates, enhancements, new versions or future game additions provided by Licensor. Each Game Content title is licensed for use under this Agreement as part of the Software.
Equipment: The VR hardware and tools (e.g. computers, VR headsets, peripherals) recommended or required by the Licensor for proper installation and use of the Software. This may include the standard room setup and other physical or technical components necessary to operate the VR games.
Territory (Premises): The specific physical location/address of Licensee’s venue or premises where the Software will be used. The license is restricted to use of the Software at one designated premises (one site) per license. The Software is licensed for use only at that location and within the standard room configuration specified.
Standard Premises Configuration: The standard physical room dimensions and layout for the VR play area at the Licensee’s premises for which the Software is calibrated. The standard configuration (for example, an 8m x 8m play area) applicable to the Licensee’s installation will be specified in the invoice.
Term: The duration of the license grant under this Agreement. The Term shall be specified in the invoice.
Intellectual Property Rights: All intellectual and industrial property rights in and to the Software, including without limitation all patent rights, copyright (and any moral rights), trade secrets, trademarks, trade names, design rights, database rights, know-how and any other form of intellectual property, whether registered or unregistered, and including any applications, continuations, or renewals of such rights. All Intellectual Property Rights in the Software and Game Content are, and shall remain, owned by the Licensor (and/or its affiliates or licensors).
Effective Date: The date on which the Licensee’s payment of the license invoice is received by the Licensor. This is the date the Agreement becomes effective and the license Term commences. For clarity, if the Licensee pays on a certain date, that date is the Effective Date of the license for the Term specified.

2. License Grant and Scope of Use

2.1 Grant of License: Subject to the Licensee’s compliance with this Agreement and payment of the license fee, the Licensor hereby grants to the Licensee, for the agreed Term and within the Territory, a non-exclusive, non-transferable, non-sublicensable, fee-bearing right and license to use the Software. This license allows the Licensee to do the following:

Run and use the Game Content on the Equipment at the designated premises, for the purpose of providing VR entertainment to end-users in that location.
Operate the Software and all its components in accordance with its intended purpose and Licensor’s guidelines, including launching games, managing sessions, and otherwise utilizing the platform features necessary to conduct VR gaming sessions for Licensee’s customers or participants.
Configure and calibrate the Software for the Licensee’s specific room setup based on Licensor’s recommendations. Licensee may work with Licensor’s support to set the Software parameters (e.g. room dimensions, equipment settings) as required for optimal performance.
Make changes to the visual design or theming of the physical location (the VR play area) in coordination and agreement with the Licensor.
Allow an unlimited number of the Licensee’s employees, staff, and end-user customers to access and use the Software within the licensed premises. The license is not limited by number of end-users, only by location and configuration.

These rights are granted only for the Term and for use at the specified premises. No ownership rights are transferred to the Licensee; the Licensee receives only the above usage rights in the Software, and only as explicitly granted here. All Intellectual Property Rights in and to the Software and Game Content remain with the Licensor. The Licensee is not purchasing the Software, but rather licensing it – all rights not expressly granted in this Agreement are reserved by the Licensor. The Licensee acquires no title or ownership of the Software itself, and shall not exceed the scope of the license granted.

2.2 Limitations on Use: Except for the permitted uses explicitly set out in this Agreement or as may be allowed by prior written consent of the Licensor, the Licensee shall not use the Software for any other purposes or in any manner not authorized. Without limiting the generality of the foregoing, the Licensee may NOT do any of the following with respect to the Software or any part thereof and agrees to prevent any third party from doing the same:

The Licensee shall not copy, reproduce, distribute, publish, transfer, or sublicense the Software or Game Content (or any portion of it) to any third party, except as inherently necessary to use it for the licensed purpose at the licensed premises.
The Licensee shall not modify, adapt, patch, or translate the Software, nor create any derivative works based on the Software. Any customization or modification of the Software’s code or content is strictly prohibited.
The Licensee shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of the Software from its object code. The Licensee shall also not attempt to unlock or bypass any technical protections or encryption in the Software.
The Licensee shall not use any unauthorized, illegal, counterfeit or modified hardware or software in conjunction with the Software. This means the Licensee should only use legitimate hardware components and system software that meet Licensor’s requirements. Use of pirated or unsupported software, or hardware that is not compatible or approved, is prohibited.
The Licensee shall not use any tools or techniques to bypass, disable, or circumvent any security measures, copy-protection, license validation, or authentication mechanisms implemented in the Software. Any attempt to defeat the Software’s technical protections is a material breach of this Agreement.
The Licensee shall not install or use earlier or outdated versions of the Software in place of the provided version, or “downgrade” the Software, without Licensor’s approval.
The Licensee shall not use the Software in violation of any applicable laws or regulations, or in violation of any rights of the Licensor or third parties. The Licensee must use the Software only for lawful purposes and in accordance with all applicable health and safety regulations for VR usage.
The Licensee shall not use any unauthorized hardware or software to make the Software accept or work with any unauthorized or pirated games or content. For example, the Licensee may not introduce non-licensed game content into the system or use cheat tools to alter game content. Likewise, the Licensee shall not obtain the Software or any updates by any means other than Licensor’s official distribution.
The Licensee shall not exploit the Software in any manner outside the scope of the provided documentation and intended use. In particular, the Licensee shall not use the Software as a basis to design, develop, or distribute any unauthorized software or hardware for use with the Software.

Any use of the Software beyond what is expressly permitted in this Agreement is prohibited. If the Licensee wishes to engage in any activity regarding the Software that is not clearly allowed here, the Licensee must obtain prior written consent from the Licensor. The Licensor reserves the right to terminate the license if the Licensee breaches these usage restrictions (see Section 9 and Section 10 below). The Licensee acknowledges that unauthorized use of the Software (including any form of piracy, hacking, or misuse) will cause significant harm to the Licensor’s rights and business, and that the Licensor may pursue all available legal remedies (including injunctive relief and contractual penalties as described herein) to address such breaches.

3. Software Transfer, Installation, and Acceptance

The Licensor will deliver and configure the Software for the Licensee’s specified premises in accordance with the following procedure :

The Licensee must provide the Licensor with a detailed plan or schematic of the VR play area at the licensed premises (the Territory). This plan should include the room’s dimensions, layout, and any relevant structural or technical details required by the Licensor. The format and level of detail of the plan shall meet the Licensor’s specifications. Providing this plan is an obligation of the Licensee and a prerequisite for software setup.
Upon receiving the premises plan from the Licensee, the Licensor will use it to create a test build of the Game Content configured for the Licensee’s space. This test Game Content will reflect the dimensions and layout provided, to verify that the VR games will function correctly in the actual environment. The Licensor will deliver or grant access to this test content to the Licensee promptly for evaluation.
The Licensee shall, within 5 (five) calendar days of receiving the test Game Content, test it on-site at the premises to check that it aligns with the actual physical parameters of the premises (size, obstacles, etc.). The Licensee must verify that the gameplay area boundaries, tracking, and other spatial elements match the real space. If the Licensee discovers any discrepancies or issues, the Licensee must notify the Licensor of these discrepancies within the same 5-day period. The Licensee should provide feedback in writing (e.g., email report) detailing any problems so that adjustments can be made. If the Licensee does not report any discrepancy within this timeframe, the test content is deemed approved as accurate.
Once both of the following conditions are met – (a) the Licensee has provided the premises plan, and (b) the Licensee has approved the test Game Content (explicitly or by no objection within the 5-day review period) – the Licensor will proceed to finalize the Software for the Licensee. The Licensor shall deliver and install (or make available for download) the full Software, adapted to the Licensee’s premises parameters, within 15 working days after the above conditions are satisfied. The Software provided will be configured in accordance with the approved test content and the agreed premises configuration. The Licensor will provide the Licensee with access credentials, installation files, or other means of accessing the Software as necessary for use at the premises.
Timely cooperation by the Licensee in providing the plan and feedback is essential. If the Licensee fails to provide the premises plan, or fails to test the demo content and report any issues within the specified 5-day period, then the Licensee forfeits certain rights and the following will apply:

– The Licensee waives any right to later claim that the Software is deficient, is not properly adapted, or is of unsatisfactory quality due to mismatches with the actual premises. In other words, the Licensee cannot make demands, claims, or complaints about the Software’s correctness or performance insofar as those issues arise from the Licensee’s own failure to provide accurate information or timely feedback during the testing phase.

– The Licensor’s obligations with respect to delivery and configuration of the Software will be deemed fully fulfilled. The Software, once delivered, will be considered delivered in full compliance with this Agreement despite any issues that could have been discovered and addressed using the test Game Content. The risk of any such issues shall be borne by the Licensee if the Licensee did not meet its obligations in this Section.

Within 3 (three) business days after the Licensor provides access to the final adapted Software, the Licensee shall test the Software’s main functionality at the premises to ensure it functions as the approved test version did. The Licensee should verify that the games run correctly and that key features operate as expected. If the Licensee identifies any major defects or non-conformities in the core functionality during this 3-day period, the Licensee must notify the Licensor immediately and provide details of the issues. The Licensor will then work with the Licensee to remedy verifiable defects in accordance with the warranty and support provisions of this Agreement. If no such notice is given by the Licensee within the 3-day period, the Software shall be deemed accepted and “workable” by the Licensee. Thereafter, any issues will be addressed under the support/warranty terms, but the delivery and installation will be considered satisfactory and complete.

The Licensee acknowledges that the Software may receive updates, patches, and new content releases from the Licensor from time to time. The Licensor will generally provide or deploy such updates remotely. The Licensee agrees to permit the Licensor to install or apply updates as needed to maintain or improve the Software. Section 5.2 below further describes Licensor’s rights regarding updates and changes. The procedure above (steps 1–6) applies mainly to the initial setup; subsequent updates or additions of new games will typically not require repeating the full acceptance process, except that Licensor may provide demo versions of major new game releases for testing.

4. Licensor’s Obligations and Rights

4.1 Licensor’s Obligations: Throughout the Term of the license, the Licensor shall fulfill the following obligations towards the Licensee:

The Licensor will provide reasonable technical support for the Software during the Term, upon the Licensee’s request. This support covers assistance with installation, configuration, and troubleshooting of the Software to ensure it operates according to specifications. Support requests should be made through the designated support channels (e.g., email or support portal), and Licensor will use commercially reasonable efforts to resolve issues or provide guidance in a timely manner. Support may be subject to any specific support policies provided by Licensor, but at minimum, core functionality issues will be addressed.
The Licensor will provide updates, improvements, and bug-fixes to the Software as they become available, for the purpose of enhancing functionality, stability, and security. Such updates will be provided to the Licensee during the Term whenever the Licensor releases them to its licensees generally. The Licensor may periodically issue new versions, patches, or upgrades to the Software, which the Licensee should implement in order to maintain support and optimal performance.
In the event the Licensor develops and releases any new VR game or significant new Game Content that becomes part of the Software library during the Term, the Licensor will make a demo or trial version of that new game available to the Licensee.

4.2 Licensor’s Rights: The Licensor retains the following rights with respect to the Software and the license granted:

The Licensor has the right, at its sole discretion and without the Licensee’s consent, to make changes, enhancements, adaptations, or other modifications to the Software at any time. This includes releasing new versions, updates, patches, additional components, expansions, or improvements to the Software and Game Content (collectively, “updates”). Such changes may include error corrections, new features, performance improvements, modifications of existing features, or the addition of new game titles or modules. The Licensee agrees that the Licensor may push or require installation of updates to ensure the Software remains current. The Licensor will endeavor to notify the Licensee of major updates or new versions that significantly affect functionality, but minor patches may be applied without formal notice. All such updates and new components provided by Licensor are considered part of the “Software” and subject to this Agreement.
The Licensor has the right to monitor the Licensee’s compliance with the terms of this Agreement and the proper use of the Software. This monitoring may be carried out remotely (online) or through other technical means, and may include verifying that the Software is being used at the licensed premises, on authorized hardware, and within permitted parameters. The Software may include license management or telemetry features that report usage information to Licensor (e.g. confirmation of location or login). Additionally, with reasonable prior notice, the Licensor may conduct physical inspections of the premises (during normal business hours) to ensure the Software is being used according to the Agreement. The Licensee agrees to reasonably cooperate with the Licensor in any such compliance monitoring.

If the Licensor detects any use of the Software outside the scope of this Agreement or any other breach, it shall have the rights and remedies described in this Agreement including suspension or termination of the license and enforcement of penalties – see Sections 9 and 10.

5. License Fee and Payment Terms

5.1 In consideration for the rights granted under this Agreement, the Licensee shall pay the Licensor the license fee specified in the invoice. The amount of the fee, the currency, and the payment schedule will be detailed on the invoice provided by the Licensor and agreed to by the Licensee. The license fee is a one-time or periodic fee (depending on Term length and renewal) for the use of the Software during the Term. Unless otherwise explicitly stated, all license fees are non-refundable, non-creditable, and non-recoverable once paid. This means that if the Licensee ceases using the Software or if this Agreement is terminated for the Licensee’s breach, the Licensee will not be entitled to any refund of fees paid.

5.2 The Licensee shall pay the fee according to the schedule set forth in the invoice. If the invoice requires full payment in advance (100% prepayment), the Licensee must pay the entire fee amount within the time stated. Timely payment is a condition of the license. The Licensor is not obligated to deliver the final Software or may suspend access to it until at least the initial payment is received. The Licensee is responsible for any bank charges, transfer fees, taxes, or duties applicable to the payments, such that the Licensor receives the full net amount invoiced.

5.3 The license fee excludes any applicable taxes (such as sales tax, VAT, GST, or withholding taxes) unless the invoice specifically states otherwise. The Licensee is responsible for paying any such taxes on the license fee, or providing a valid tax-exemption certificate to the Licensor. If any taxes are required to be withheld from the payment, the Licensee shall gross-up the payment so that the Licensor receives the full intended amount.

5.4 If the license Term is renewed or extended (pursuant to Section 1 “Term”), the Licensee shall pay the applicable renewal license fee. Typically, the Licensor will issue a renewal invoice prior to the end of the current Term. The Licensee must pay such renewal fee by the date specified in order to continue using the Software in the renewal Term. Failure to pay a renewal fee by the due date will result in the license expiring at the end of the current Term. The Licensor reserves the right to adjust the license fee rates for any renewal term, but any such change will be communicated in advance in the renewal invoice.

5.5 If the Licensee fails to pay any amount by its due date, the Licensor may, at its discretion: (a) charge interest on the overdue amount at a rate permitted by law or a standard commercial rate from the due date until paid; (b) suspend the Licensee’s access to the Software until payment is made; and/or (c) terminate this Agreement for breach, as described in Section 10. Non-payment is considered a material breach. The Licensee shall be liable for any costs of collection incurred by Licensor in recovering overdue amounts.

6. Confidentiality

6.1 During the performance of this Agreement, each party may have access to or receive Confidential Information of the other party. “Confidential Information” means any non-public or proprietary information, in any form, that is disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with this Agreement, and that is identified as confidential or would reasonably be understood to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information includes, without limitation: business and financial information; technical information (such as software source code, object code, algorithms, system designs, and architecture of the Software); product roadmaps; trade secrets and know-how; customer and vendor data; marketing strategies; and any documentation or materials marked or communicated as confidential. For the Licensor, the Software (in object or source code form), its documentation, and any performance data or test results are considered Confidential Information. The terms of this Agreement and the license fee may be considered Confidential Information as well, except to the extent the Licensor publishes them as part of the public offer. Information does not lose its confidential status merely because it is not marked “confidential.” However, information that is publicly available (without breach of this Agreement) or that was already known to the Receiving Party without obligation of confidentiality will not be deemed Confidential Information.

6.2 Non-Disclosure and Use Restriction: The Receiving Party agrees to hold the Disclosing Party’s Confidential Information in strict confidence and to use it only for purposes of fulfilling this Agreement. Specifically, each party agrees:

To maintain and protect the confidentiality of the other party’s Confidential Information using the same degree of care it uses to protect its own confidential information of similar importance and at least a reasonable standard of care. This includes implementing appropriate administrative, physical, and technical security measures to prevent any unauthorized use or disclosure.
To limit disclosure of the Confidential Information only to its own employees, officers, or contractors who have a bona fide “need-to-know” the information for purposes of this Agreement, and only if such persons are bound by confidentiality obligations at least as protective as those in this Section. The Receiving Party shall be responsible for ensuring that anyone it shares the other’s Confidential Information with complies with the obligations herein.
Not to disclose any Confidential Information to any third party outside of the Receiving Party’s organization without the Disclosing Party’s prior express written consent. An exception is that a party may disclose the financial or business terms of this Agreement to its legal or financial advisors, or to potential investors or acquirers, provided those third parties are under an obligation to keep such information confidential.
Not to use the Confidential Information for any purpose other than to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall not use the other’s Confidential Information for its own benefit or competitive purposes, or for any purpose not authorized by the Disclosing Party.

Each party further agrees that upon the Disclosing Party’s request, and in any event upon termination or expiration of this Agreement, the Receiving Party will promptly return to the Disclosing Party or destroy and certify in writing the destruction of all materials embodying the Disclosing Party’s Confidential Information in the Receiving Party’s possession or control, except to the extent that retention of one archival copy is required for legal or compliance purposes.

6.3 Exclusions: The obligations of confidentiality and non-use in this Agreement do not apply to any information that the Receiving Party can prove by written records:

(a) is or becomes publicly known through no improper action or breach of any obligation by the Receiving Party ;
(b) was rightfully in the Receiving Party’s possession or known to the Receiving Party prior to receiving it from the Disclosing Party, and was not subject to any confidentiality obligation;
(c) is obtained by the Receiving Party from a third party who is lawfully in possession of the information and who has the legal right to disclose it to the Receiving Party, without any confidentiality obligation to the Disclosing Party; or
(d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information, as demonstrated by written evidence.

In addition, if the Receiving Party is required by law, regulation, or court order to disclose any of the Disclosing Party’s Confidential Information, it may do so, provided that it gives prompt prior written notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy. In such case, the Receiving Party will disclose only the portion of information legally required and will use reasonable efforts to ensure the information is treated confidentially by the tribunal or agency.

These confidentiality obligations shall survive the expiration or termination of this Agreement for a period of five (5) years from the date of disclosure of each piece of Confidential Information, or for as long as the information remains a trade secret under applicable law, whichever is longer.

7. Warranties

7.1 Each party represents and warrants to the other that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder. Each party further warrants that this Agreement constitutes a legal, valid, and binding obligation of that party, enforceable against it in accordance with its terms. In particular, if the Licensee is an entity, the individual accepting and paying the invoice on its behalf warrants that they have the authority to bind the Licensee to these terms. The Licensor warrants that providing the license and services hereunder does not conflict with any other agreement to which Licensor is a party or any obligation by which it is bound.

7.2 In addition to the above mutual warranty, the Licensor makes the following specific warranties with respect to the Software:

The Licensor warrants that it is the original creator and owner of the Software (including all the games and components licensed) and that it holds all necessary rights, title, and interest in the Software. The Software (and its content) is either developed by Licensor or licensed to Licensor, and to Licensor’s knowledge, does not infringe or misappropriate the intellectual property rights or proprietary rights of any third party. Licensor has not received any notice or claim alleging that the Software infringes any third-party rights.
The Licensor warrants that it has obtained and possesses all rights, consents, licenses, permits, and approvals necessary to grant the Licensee the rights described in this Agreement and to perform its obligations (such as delivering the Software). There are no outstanding agreements with any third party that would conflict with or prevent the Licensee from exercising the licensed rights.
The Licensor warrants that entering into and performing this Agreement does not and will not violate any applicable law or regulation, and does not breach any other contract or obligation of the Licensor. The Licensor is not subject to any court order or legal constraint that would interfere with its ability to license the Software or support the Licensee under this Agreement.
The Licensor warrants that, at the time of delivery, the Software will materially conform to the Licensor’s published specifications or the functionality demonstrated in the test Game Content and demos. Essentially, the main features of the Software and games will operate in substantial accordance with descriptions provided to the Licensee. Any specific performance guarantees or service levels, however, are not provided under this Agreement, except as explicitly stated. If the Software fails to meet this warranty, the Licensor will use reasonable efforts to correct or provide a workaround for material defects (as described in Section 8, Remedies).

7.3 Except for the express warranties stated in this Agreement, the Licensor provides the Software “as is” and makes no other warranties of any kind. To the maximum extent permitted by law, the Licensor disclaims all other warranties, either express or implied, regarding the Software and any services or deliverables provided under this Agreement. This disclaimer includes, but is not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade. The Licensor does not warrant that the Software will operate uninterrupted or error-free, or that all defects can or will be corrected. The Licensee acknowledges that VR technology can be complex and may not be completely free of minor bugs or errors. The Licensor’s warranties do not cover issues arising from misuse, unauthorized modifications, or non-Licensor hardware/software. No advice or information obtained from the Licensor or elsewhere shall create any warranty not expressly stated in this Agreement. The Licensee has independently evaluated its needs and the Software’s features, and does not rely on any other statements or promises not contained in this Agreement.

7.4 The Licensee warrants that it will use the Software in accordance with all applicable health and safety guidelines for VR usage (ensuring players are fit for VR, providing proper supervision to prevent injuries, etc.). The Licensee also warrants that any data or information it provides to Licensor will be accurate to the best of Licensee’s knowledge and provided in compliance with applicable law.

8. Limitation of Liability

8.1 To the fullest extent permitted by applicable law, the Licensor shall not be liable to the Licensee for any indirect, special, incidental, consequential, or punitive damages arising out of or in connection with this Agreement or the use or performance of the Software. This exclusion applies regardless of the theory of liability (contract, tort, strict liability, negligence, product liability, or any other legal theory) and even if the Licensor has been advised of the possibility of such damages or such damages were foreseeable. Excluded damages include, but are not limited to: loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, business interruption, loss or corruption of data, or costs of procuring substitute goods or services. The Licensor will not be liable for the Licensee’s lost profits or reputational harm if the Software malfunctions, nor for any injury or property damage incidents occurring during use of the VR games (except to the extent caused by Licensor’s willful misconduct). Additionally, under no circumstances shall the Licensor be responsible for any representations, warranties, or commitments made by the Licensee to any third party about the Software. If the Licensee makes certain promises to its customers about the games, the Licensor is not bound by those promises.

8.2 The Licensor’s total cumulative liability arising from or relating to this Agreement (whether in contract, tort, or otherwise) shall be limited to the total amount of license fees paid by the Licensee to the Licensor under this Agreement. If no fees were paid (for example, during a free trial period), the Licensor’s liability is limited to US $100. This limitation applies in aggregate to all claims and causes of action; it is the maximum amount for which the Licensor can be held liable. The parties acknowledge that the license fees reflect this allocation of risk and the limitation of liability herein.

8.3 The limitations and exclusions of liability in this Section 8 shall not apply to the extent prohibited by law, and shall not limit either party’s liability for: (a) death or personal injury caused by its negligence or willful misconduct; (b) its own intentional breach of confidentiality (Section 6) or infringement of the other’s intellectual property rights; or (c) any liability that cannot be excluded by law. However, any liability that cannot be excluded is still limited to the extent allowed by law.

8.4 The Licensee acknowledges that the restrictions and obligations in this Agreement (such as those in Section 2 and Section 6) are critical to protecting the Licensor’s intellectual property and business. If the Licensee materially breaches any terms of this Agreement – including but not limited to unauthorized use or disclosure of the Software, violation of the usage restrictions, or entering into an unauthorized sublicense or transfer of the Software – then, in addition to any other remedies available, the Licensor may immediately terminate the License (as detailed in Section 10) and the Licensee shall be obligated to pay to the Licensor a contractual penalty of $10,000 (ten thousand USD). This penalty is agreed as liquidated damages to compensate the Licensor for the loss and damage from such breach, which the parties acknowledge may be difficult to quantify. The Licensor’s right to this penalty does not preclude it from seeking injunctive relief or additional damages if the actual harm exceeds this amount. The Licensee shall also reimburse the Licensor for any costs (including attorney’s fees) incurred in enforcing the Licensor’s rights in the event of Licensee’s breach.

9. Term and Termination

9.1 This Agreement and the license granted herein commence on the Effective Date and continue for the length of the Term specified per the invoice, unless sooner terminated as provided below. If a renewal Term is agreed (via renewal invoice and payment), the Agreement continues through that renewal period. If no renewal is agreed or invoiced, the Agreement will automatically expire at the end of the then-current Term. (See Section 1 – Term regarding possible automatic renewals up to three years total, if applicable.) The latest date of expiration of any issued license under this Agreement shall mark the end of the Agreement’s term.

9.2 The Licensor may terminate this Agreement and thereby revoke the Licensee’s right to use the Software before the end of the Term if the Licensee materially breaches the Agreement. In particular, the Licensor may terminate for cause if the Licensee: (a) fails to pay any invoice or fee owed hereunder when due and such failure is not cured within any grace period; (b) is in breach of any provision of this Agreement; or (c) has provided false or misleading information to the Licensor in connection with this Agreement. If any of the above occurs, the Licensor may give written notice to the Licensee describing the breach.

9.3 For certain breaches (such as late payment or other curable breaches), the Licensee shall have a period of 30 (thirty) days from the date of Licensor’s written notice to cure the breach (if curable). If the Licensee remedies the breach completely within that period, then this Agreement will continue in force. If the Licensee fails to cure the breach within the 30-day notice period, the termination becomes effective automatically upon the expiration of that period. Note that some breaches by their nature may not be curable. The Licensor’s notice of termination will specify if a cure is permitted. Termination for breach is without prejudice to any other rights or remedies of the Licensor under this Agreement or at law.

9.4 Notwithstanding Section 9.3, the Licensor may terminate this Agreement immediately by written notice if the Licensee becomes insolvent, makes an assignment for the benefit of creditors, is adjudged bankrupt, or if any proceedings are initiated by or against the Licensee under any bankruptcy or insolvency laws and in the case of involuntary proceedings, such proceedings are not dismissed within 30 days. Likewise, if a receiver or administrator is appointed for the Licensee’s business or assets, or the Licensee is liquidated or dissolved, this Agreement shall automatically terminate. The Licensee shall notify the Licensor in writing immediately upon the occurrence of any of the above events. Additionally, any attempt by the Licensee to assign or transfer this Agreement without Licensor’s consent (in violation of Section 11.4) may result in immediate termination at Licensor’s discretion.

9.5 Upon termination or expiration of this Agreement for any reason: (a) Licensee must immediately cease all use of the Software and Game Content. Any running instances of the software must be shut down, and Licensee shall uninstall and permanently delete all copies of the Software in its possession (including any backup copies), except to the extent retention is required by law; (b) any licenses granted to the Licensee shall immediately terminate. The Licensee shall no longer have any right to access or use the Software, and Licensor may remotely disable the Software; (c) within 10 days after termination, each party shall return or destroy (at the other party’s option) any of the other party’s Confidential Information in its possession (subject to the exception in Section 6 for archival legal copies). The Licensee shall certify in writing its compliance with the foregoing deletion of Software and Confidential Information if requested by Licensor; (d) any provision of this Agreement which by its nature or express terms should survive termination (such as confidentiality, limitations of liability, governing law, and any accrued payment obligations) shall survive in full force. Termination or expiration does not relieve either party from liability for prior breaches or for obligations that are stated to continue.

9.6 If this Agreement is terminated prior to the end of the Term due to the Licensee’s breach or insolvency, the Licensee will not be entitled to any refund of license fees for the remaining unused period. If the Licensor terminates without cause, the Licensor would refund any prepaid fees on a pro-rata basis for the period after termination. The contractual penalty (if applicable under Section 8.4) and any unpaid fees shall become immediately due and payable upon termination.

10. General Provisions

10.1 This Agreement being the public offer terms herein together with the specific terms of the accepted invoice constitutes the entire agreement between the Licensor and Licensee regarding the subject matter (licensing of the Software) and supersedes all prior or contemporaneous agreements, understandings, or communications (whether written or oral) relating to the same subject. The Licensee acknowledges that it is entering into this Agreement solely based on the terms herein and not relying on any promises, representations, or warranties not expressly set forth in this Agreement. Any amendment or modification to this Agreement must be made in writing and agreed by the Licensor. The Licensor may update the standard terms of this public offer from time to time; however, such changes will not retroactively affect any existing license agreement already accepted by a Licensee unless the Licensee agrees, or unless the change is required by law. New or renewal licenses will be subject to the latest posted terms at the time of invoice issuance.

10.2 The failure of either party to enforce any provision of this Agreement or to exercise any right or remedy shall not be deemed a present or future waiver of such provision, nor limit that party’s right to enforce the provision later. No waiver of any term shall be effective unless it is in writing and signed by the party against whom the waiver is asserted. A waiver of one breach shall not be a waiver of any subsequent breach.

10.3 If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed (deemed deleted) from the Agreement, and the remainder of the Agreement shall remain in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the original.

10.4 The relationship between Licensor and Licensee is solely that of independent contracting parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or fiduciary relationship between the parties. The Licensee has no authority to make or accept any offers or representations on behalf of the Licensor, and vice versa. Each party shall be solely responsible for its own employees and contractors, and neither shall be liable for the other’s obligations.

10.5 The Licensee may not assign or transfer this Agreement or any of its rights or obligations hereunder (whether by operation of law, merger, change of control, or otherwise) without the prior written consent of the Licensor. Any attempted assignment in violation of this clause is null and void. The Licensor may assign this Agreement (in whole or in part) to a successor entity or in connection with a merger, acquisition, or sale of the business or assets related to this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ respective successors and permitted assigns.

10.6 The Licensee acknowledges that the Software contains valuable intellectual property and Confidential Information of the Licensor, and that any breach of the license scope or confidentiality obligations may result in irreparable harm to the Licensor for which monetary damages would be inadequate. Therefore, in addition to any other remedies available at law, the Licensor shall be entitled to seek injunctive relief or other equitable relief to prevent or stop any unauthorized use or disclosure of its Software or Confidential Information. Nothing herein limits the Licensor’s right to obtain any other relief allowed under applicable law.

10.7 All legal notices or communications required or permitted under this Agreement shall be in writing and shall be deemed given as follows: (a) if delivered personally or by courier, upon delivery; (b) if sent by certified or registered mail (return receipt requested), five (5) business days after being mailed; or (c) if sent by email, upon transmission, provided no bounce-back or error message is received and a confirmation copy is sent by another method. Notices to the Licensee may be sent to the email or physical address specified by the Licensee during the license registration or invoicing process (or such other address as the Licensee provides in writing for notice). Notices to the Licensor should be sent to the address specified on its website or invoice (for example, a designated business email or office address). Either party may update its notice address by written notice to the other. Routine communications (such as support requests or operational emails) may be sent by email to the usual contacts and do not require formal notice procedures.

10.8 This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates (UAE), without regard to its conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to this Agreement, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of the UAE. The parties consent to the personal jurisdiction of such courts and waive any objections to venue. Notwithstanding the foregoing, the Licensor shall have the right to seek equitable relief (such as an injunction) in any jurisdiction to protect its intellectual property or Confidential Information.

10.9 This Agreement is executed in the English language, which shall be the governing language for interpretation. Any translations are for convenience only and shall have no legal effect. All communications and notices shall be in English.

10.10 This Agreement, being a public offer, does not require a physical signature by the Licensee. The Licensee’s acceptance is effectively given by the act of paying the invoice as stated. However, if for any reason a signed contract is required, the Agreement may be executed in counterparts and by electronic signature or electronic consent, which shall be deemed to have the same legal effect as a handwritten signature.

Acceptance by Licensee: By paying the license invoice (quoting this Agreement or otherwise referencing the Licensor’s public offer), the Licensee acknowledges and agrees that it has read and understood this Software License Agreement and agrees to be bound by all of its terms and conditions. No further signature or action is required to bind the parties. The Licensee should retain a copy of these terms for its records. If you (as Licensee) do not agree with any part of this Agreement, do not pay the invoice or use the Software.