COHERENCE SOFTWARE LICENSE AGREEMENT

Copyright (C) 2022, coherence ApS. All rights reserved.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS COHERENCE SOFTWARE LICENSE AGREEMENT (THIS “AGREEMENT”) IS A BINDING AGREEMENT BETWEEN YOU (A PERSON OR ENTITY) (“YOU” AND AS APPROPRIATE “YOUR”, “YOU’RE” ETC.) AND COHERENCE APS (“COHERENCE”) REGARDING THE TERMS AND CONDITIONS FOR YOUR SOFTWARE LICENSE REGARDING THE LICENSED PRODUCTS, AS DEFINED BELOW.

BY CLICKING “ACCEPT,” YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE PRACTICES DISCLOSED IN COHERENCE’S PRIVACY POLICY, OR IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT THEN PLEASE DO NOT CLICK “ACCEPT”. IF YOU DO NOT CLICK “ACCEPT” YOU HAVE NO LICENSE TO USE AND MAY NOT USE THE LICENSED PRODUCTS.

IF YOU ARE ENTERING INTO THIS AGREEMENT AND/OR ACCESS OR USE THE LICENSED PRODUCTS ON BEHALF OF A COMPANY, PRINCIPAL, OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT AND THAT IT IS FULLY BINDING ON IT. IN SUCH CASE, THE TERM “YOU” WILL REFER TO SUCH ENTITY, AND PERMITTED USERS ASSOCIATED WITH IT. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MAY NOT ACCESS OR USE THE LICENSED PRODUCTS ON BEHALF OF A LEGAL ENTITY.

COHERENCE MAY DISABLE ACCESS TO THE LICENSED PRODUCTS AT ITS DISCRETION AND MAY DO SO WITHOUT NOTICE IF WE DEEM YOU TO BE IN BREACH OF THIS AGREEMENT.

  1. ACCEPTANCE. This Agreement is a legal agreement between You and coherence and governs your use of the Licensed Products provided to you by coherence. The purpose of this Agreement is to allow You to use the Licensed Products during the Term on the terms and conditions stated in this Agreement. This Agreement is made effective beginning on the date on which you first accept this Agreement or download, install, load or otherwise use the Licensed Products (whichever occurs first) (the “Effective Date”).

  2. DEFINITIONS. As used in this Agreement, the following capitalized words have the following meanings:

    Licensed Products” means the coherence network engine that allows you to easily develop, iterate and operate connected games (“Multiplayer Games”), the related services, webpages etc. together with Software Development Kits (SDK), Servers, Samples, Documentation, and other materials.

    Entity” means a corporation or other legal entity.

    Individual” means a single person or entity.

    Servers” means the servers operated by or on behalf of coherence to which You may upload content using the Licensed Products under this agreement.

    Third Party Software” refers to third party software components included in the Licensed Products.

    User” means an individual user who accesses and/or uses the Licensed Products. If You are an individual, “User” means You. For other entities, “User” means the individual employee or agent who uses or accesses the Licensed Products under this Agreement. For the avoidance of doubt: User does not mean Your customers, i.e. any individual that uses or accesses Your User Created Products, for example purchases your products and/or services containing the Licensed Products.

    User Created Products” means any products or parts thereof developed by You or an User under this Agreement with the use of the Licensed Products. User Created Products can be videogames, applications, simulations, etc.

    You” whether or not capitalized, means you as an individual or the entity exercising rights under this Agreement through you.

  3. ACCOUNTS, ACCOUNT USER INFORMATION AND DATA. To use the Licensed Products You must register a User Account and provide coherence with certain User Information and Data, for example name, address, contact information, credit card information etc. coherence’ processing of User Information and Data is governed by the Privacy Policy (“Privacy Policy”) which you accept when entering into this Software License Agreement with Coherence. You may not, under any circumstances, whether intentionally, or through negligence or inaction, allow or enable non-authorized persons to access your account, unless specifically permitted in writing by coherence. For the avoidance of doubt: persons authorized by You may access the account and use the Licensed Products on Your behalf for development of Your User Created Products. Please note that You are responsible for such authorized person’s acts and omissions under applicable laws and under this Agreement as your own acts and omissions. You can only register and use an account under this Agreement once. Please contact coherence if you’ve deleted your account and want a new account, license or obtain a new or other type of license, which coherence may permit or deny in its sole discretion.

  4. LICENSE GRANT. coherence hereby grants You, subject to the limitations, restrictions and conditions set forth in this Agreement, Your payment of the License fees as set forth in this Agreement, one (1) non-exclusive, non-transferable, non-sublicensable, revocable subscription-based license to use the Licensed Products during the Term and subscription to develop, create, modify, and distribute User Created Products ("License"). The Licensed Products may not be used for any other purpose.

  5. RESTRICTIONS.

    5.1 General restrictions. You agree to abide by all applicable laws and regulations when using the Licensed Products. Your continued access to the Licensed Products and right to use the Licensed Products is subject to proper conduct and You shall use the Licensed Products only as expressly permitted in this Agreement. You shall not create or distribute any software, products or services derived from the Licensed Products, including the SDK. Except as expressly permitted in this Agreement, You shall not decompile, disassemble, or reverse engineer the Licensed Products, in whole or in part, except and only to the extent that such activity is expressly permitted by applicable law, nor allow unauthorized access to the Licensed Products by third parties, or use the Licensed Products for competitive analysis or benchmarking purposes.

    5.2 Specific restrictions.

    1. You may not take any action that imposes an unreasonable or disproportionately large load on the Licensed Products;
    2. You may not use your own or third-party software, to bypass or modify any System login architecture or create or provide any other means through which the Licensed Products may be accessed and/or the Licensed Products may be used in ways other than those intended by coherence;
    3. You may not use the Licensed Products or upload content to our Servers in any way which: (i) is illegal or infringes third party Intellectual Property Rights; (ii) is related to gambling, cryptocurrency farming, adult content etc; (iii) is defamatory, sexist, racist, discriminatory, offensive or inappropriate; or (iv) that may be harmful to coherence, its operations and/or reputation;
    4. You may not impersonate another person, misrepresenting your affiliation with an entity or person, hiding or attempting to hide your identity or otherwise conducting fraud;
    5. You may not encourage others to violate any local, state, national, or international laws or regulations;
    6. You may not develop, modify, disclose, alter, translate or create derivative works of the Licensed Products (or any components thereof) unless otherwise stated in this agreement;
    7. You may not advertise the intent to or commit the act of buying, selling, trading, sharing, or transferring access to the Licensed Products;
    8. You may not use the Licensed Products for any illegal purpose, arrange for the exchange or transfer of any pirated or illegal materials, products or services;
    9. You may not attempt to interfere with, hack into, or decipher any transmissions to or from the Servers or platforms running the Licensed Products;
    10. You may not exploit any bug in the Licensed Products and you may not communicate the existence of any such exploitable bug (bugs that grant the user unnatural or unintended benefits) to any third party. Bugs should be promptly reported to “support@coherence.io”;
    11. You may not attempt to use the Licensed Products on any server or platform that is not controlled or authorized by coherence, its designees or platform/service providers;
    12. You may not create, use, or provide any server emulator or other site where the Licensed Products may be used and you will not post or distribute any utilities, emulators or other software tools related to the Licensed Products without the express written permission of coherence;
    13. You may not use coherence’ copyrights or trademarks or any confusingly similar marks;
    14. You may not upload any files that contain any malicious code, intentionally corrupted data, including viruses, spyware, Trojan horses, worms, timebombs, or other software agents to the Licensed Products or our servers;
    15. You may not attempt to access, copy, steal, modify or otherwise interact with User Created Products stored or located on the coherence Servers
    16. You may not otherwise use the Licensed Products in any manner that breaches the terms and conditions of this Agreement or the Privacy Policy.

    5.3 Protective actions. coherence can close down your account and stop your access to the Licensed Products for any reason, at any time, without notice, including, but not limited to if we believe that You violate this Agreement, the Privacy Policy, or our policies.

  6. LICENSE RESTRICTIONS AND CONDITIONS.

    6.1 Correct User Information. Before You access or download the Licensed Products, You must register and provide valid and correct information about Yourself, the legal entity that you are representing (your employer etc.) (if any) and any other information requested by coherence as part of the registration process. You represent and warrant that any such stated information is accurate and that You have all required permissions to provide such information and You shall keep such information updated, valid and correct and You shall maintain such permissions etc.

    6.2 License subject to Your acceptance of the Privacy Policy. You accept the practices disclosed in coherence’s Privacy Policy, which is incorporated by reference into this Agreement.

  7. LICENSE FEES. coherence provides different pricing tiers as further described at coherence.io/pricing. Such pricing and payment terms are incorporated into these Terms by reference. coherence will notify You about any changes of the License Fees with 30 calendar days' prior notice (notice via email is deemed sufficient for this purpose). Your continued use of the Licensed Products after the 30-day notice period will be deemed as acceptance of the new License Fees.

    YOU ACKNOWLEDGE THAT COHERENCE IS NOT REQUIRED TO REFUND ANY FEES OR AMOUNTS YOU PAY TO COHERENCE FOR USE OF THE LICENSED PRODUCTS, OR FOR PURCHASES MADE THROUGH OR RELATED TO THE LICENSED PRODUCTS, FOR ANY REASON, EXCEPT AS REQUIRED BY APPLICABLE LAW.

  8. CHANGES TO THE LICENSED PRODUCTS.

    8.1 Updates and upgrades. coherence has no obligation to provide updates, upgrades, fixes or corrections for the Licensed Products. If and when coherence determines to provide updates, upgrades, fixes or error corrections, they will be deemed and will constitute part of the Licensed Products and the terms of this Agreement will apply to them.

  9. OWNERSHIP.

    9.1 Licensed Products. coherence and its licensors retain all intellectual property rights in the Licensed Products.

    9.1 User Created Products. Nothing in this Agreement transfers to coherence any rights in User Created Products. No license or other rights will be created hereunder by implication, estoppel, or otherwise.

  10. FEEDBACK. During the Term, You may choose to provide coherence with suggestions, comments, input and other feedback regarding the Licensed Products and coherence’s other products, services and technologies in any medium, including without limitation, email, forums, etc. (“Feedback”). You agree that all Feedback is and shall be given voluntarily. Feedback, even if designated as confidential by You, shall not create any confidentiality obligation for coherence. coherence shall be free to use, disclose, reproduce, license or otherwise distribute and exploit Feedback provided to coherence as coherence sees fit, entirely without payment obligation or restriction of any kind on account of intellectual property rights or otherwise.

  11. MARKETING & PR. Unless otherwise communicated by You in writing, coherence may refer to You as a customer of coherence in its marketing activities and in its marketing material, and in connection therewith use Your logo, and when Your User Created Products are published or publicly revealed, refer to the User Created Products.

  12. DISCLAIMERS AND LIMITATION OF LIABILITY. THE LICENSED PRODUCTS IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. COHERENCE AND ITS LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS (EXPRESS, IMPLIED, ORAL, OR WRITTEN) WITH RESPECT TO THE LICENSED PRODUCTS, INCLUDING WITHOUT LIMITATION RELATING TO NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS, OR LACK OF VIRUSES, WHETHER ALLEGED TO ARISE UNDER LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT THE OPERATION OF THE LICENSED PRODUCTS MAY NOT BE UNINTERRUPTED OR ERROR FREE.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER COHERENCE NOR ITS LICENSORS OR SUPPLIERS, WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOST PROFITS, EVEN IF COHERENCE, ITS LICENSORS OR SUPPLIERS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITATION TO ANYTHING IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO CASE WILL COHERENCE’S, ITS LICENSORS’ OR SUPPLIERS’ AGGREGATE LIABILITY FOR ALL INCIDENTS UNDER THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THE LESSER OF: I) THE TOTAL AMOUNT OF MONIES ACTUALLY RECEIVED BY COHERENCE FROM LICENSEE BY YOU IN THE PAST 12 MONTHS PRECEDING THE CLAIM; OR II) $ 20,000.00. U.S. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL REMEDY.

  13. INDEMNITY.

    13.1 coherence Indemnity. coherence will defend or at its option settle, and pay any third party damages finally awarded, to the extent arising from any claim, action or allegation brought against You that the Licensed Products infringe any copyright or trade secret right of any third party (“Covered Claims”). As a condition of the foregoing, You must promptly inform us of such claim, action or allegation of infringement and give us the right to control the legal defense of such claim(s) on the terms stated in this section 13.

    coherence will have the exclusive right to defend any such claim, action or allegation and make settlements thereof at our own discretion, and You may not settle or compromise such claim, action or allegation, except with prior written consent of coherence. You agree to assist us and provide such information as we may reasonably require to settle or oppose such claims. You may participate in such defense with counsel of Your own choice, at Your own expense.

    This Section 13 and section 12 above states the entire liability of coherence with respect to any infringement or similar claim. In the event of such a claim, action or allegation is brought or threatened, we may: (a) procure for You the right to continue use Licensed Products; or (b) modify, amend or replace the Licensed Products; or (c) terminate this Agreement and repay to You the license fees paid by You for the period when you couldn’t use the Licensed Products because of the claim. However, we have no obligations for defects resulting from your own modifications to the Licensed Products.

    13.2 Your Indemnity. You shall indemnify, and hold coherence, its licensors, suppliers and their affiliates, and its and their employees, officers, directors, agents, contractors and other representatives harmless from all claims, demands, actions, losses, liabilities, and expenses (including attorneys' fees, costs, and expert witnesses' fees) that arise from or in connection with (a) any claim brought by any third party related to Your use of the Licensed Products or acts or omissions by You under this Agreement; (b) any claim that Your User Created Products infringes any third party's intellectual property rights or other rights, or (c) Your violation of any federal, state, or foreign law, statute or regulation relating to Your use of the Licensed Products or User Created Products. You agree to reimburse coherence for any defense costs incurred by coherence and any payments made or loss suffered by coherence, whether in a court judgment or settlement, based on any matter covered by this Section or related to this Agreement. You will not be liable under this Section for Covered Claims.

  14. TERM AND TERMINATION.

    14.1 Term. The Agreement will start from the date coherence grants you access to the Licensed Products under this Agreement and will continue until terminated in accordance with the terms of this Agreement by either party.

    14.2 Termination for Cause. Either party may terminate this Agreement for Cause if the other party: a) commits a material breach of any provision of the Agreement and fails to rectify such breach within thirty (30) days after written notification thereof; or b) the other party commits a non-remedial material breach of any provision of the Agreement; or c) the other party becomes insolvent, ceases operations, dissolves, files for bankruptcy or bankruptcy protection, appoints receivers, or enters into an arrangement for the benefit of creditors.

    14.3 Termination for Convenience. Either party may terminate this Agreement at any time for Convenience with 30 days’ notice. Upon such termination for Convenience You will not receive any refunds.

    14.4 Automatic Termination. This Agreement and the licenses granted to You herein, will terminate automatically and immediately if You commence any claim that the Licensed Products infringes a patent or copyright, or otherwise support any claim by a third party that the Licensed Products infringes a patent or copyright.

    14.5 Effect of Termination. Upon any termination or suspension of your access to the Licensed Products, all licenses and rights granted to You under this Agreement will automatically and immediately terminate, unless coherence provides written notice to You to the contrary, and You must destroy copies of the Licensed Products in Your possession and cease any and all further use of the Licensed Products. Any fees due to coherence under the terms of this Agreement are due and payable.

    14.6 Survival. Sections 2, 3, 5, 6, 7, 9, 10, 11, 12, 13, 14.5, 14.6, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25 and 26 will survive any termination of this Agreement.

  15. CONFIDENTIALITY. Neither party will disclose confidential information of the other party to any third party and will only disclose the confidential information of the other party to those of its directors, officers or employees who need to know it strictly for the purpose of exercising or performing the receiving party’s rights and obligations under this Agreement. Each receiving party will treat confidential information of the other party with the same degree of care and apply no lesser security measures than it affords to its own confidential information, but in no event less than reasonable care. The receiving party warrants that these measures provide adequate protection against unauthorised disclosure, copying or use. The receiving party will make no commercial use of the confidential information. However, the obligations set forth under this section 15 shall not apply with regard to information that: i) is or becomes known by the receiving party without an obligation to maintain its confidentiality (as evidenced by receiving party’s written records); ii) is or becomes generally known to the public through no act or omission of receiving party; iii) is independently developed by the receiving party without use of the confidential information (as evidenced by receiving party’s written records); or iv) is required to be disclosed by law, order or regulation or governmental agency or court of competent jurisdiction.

  16. LATE CHARGES; TAXES. coherence reserves the right to charge a late fee of one percent (1%) per month for any unpaid License Fees due, or the maximum amount allowed under applicable law, whichever is less. You are responsible for all taxes on all payments required to be made by You under this Software License (other than taxes that coherence is obligated to pay on its net income).

  17. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of Sweden, without giving effect to any principles of conflicts of law, and the parties hereby consent to the sole and exclusive jurisdiction of the courts of Sweden, with the district court of Stockholm (Stockholms Tingsrätt) as first venue, to resolve any disputes arising out of or relating to this Agreement. Notwithstanding anything to the contrary, coherence may apply to any court of competent jurisdiction for payments and injunctive or other equitable relief.

  18. COMPLIANCE WITH LAW. You agree to comply with all applicable Swedish, and applicable foreign laws, regulations, and statutes relating to Your use of the Licensed Products, including any laws regulating the collection, storage, sharing and processing of personal data. You will obtain any necessary export license or other governmental approval prior to accessing, downloading, exporting, re-exporting, or releasing the Licensed Products. You represent and warrant that You do not appear on any United States or European Union etc. list of prohibited or restricted parties (including the Specially Designated Nationals List).

    You are responsible for the legal and regulatory compliance regarding your User Created Products, including compliance with applicable consumer laws etc., including where applicable your customers’ compliance with applicable laws. coherence has no responsibilities, obligations or liabilities regarding your User Created Products or towards your customers.

  19. ASSIGNMENT. You may not, without the prior written consent of coherence, assign, transfer, charge, or sub-contract all or any of Your rights or obligations under this Agreement, and any attempt without that consent will be null and void. If You are an entity, You must obtain coherence’s prior written consent (email is sufficient) of a change of control of You in order to keep Your license valid under this Agreement. Such consent not to be unreasonably delayed or denied. coherence may at its option assign, transfer, charge, or sub-contract all or any of its rights or obligations under this Agreement.

  20. UPDATES TO THIS AGREEMENT. coherence reserves the right at any time to update, revise, supplement, and otherwise modify this Agreement and to change the terms, policies, or conditions related to the Licensed Products, by providing notice that the Agreement has been modified. Such notice may be provided by sending an email, posting the revised agreement at coherence.io/terms and revising the date at the bottom of this Agreement, or any other form of notice as determined reasonable by coherence. Your continued use of the Licensed Products following such notice will indicate Your acceptance to such changes or modifications.

  21. ENTIRE AGREEMENT. This Agreement and any documents referenced herein constitute the entire agreement between You and coherence relating to the subject matter covered by this Agreement.

  22. ENGLISH. The original of this Agreement is in English; any translations are provided for reference purposes only. You waive any right You may have under the law of Your country to have this Agreement written or construed in the language of any other country.

  23. WAIVER. Any act by coherence to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law or in equity will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity.

  24. SEVERABILITY. Unless otherwise stated in this Agreement, if any term of this Agreement is held by a court or tribunal of competent jurisdiction to be unenforceable, the term will be enforced to the maximum extent permissible and the remaining terms of this Agreement will remain in full force and effect, and the parties will reform any unenforceable provision to reflect the intent of the parties.

  25. INDEPENDENT CONTRACTORS. You and coherence are independent contractors, and nothing herein will constitute You and coherence as partners or joint ventures.

  26. NO THIRD PARTY BENEFICIARIES. Except as expressly set forth above, there are no third party beneficiaries to this Agreement.

  27. DISCLOSURES. The services hereunder are offered by coherence Sweden AB, a Swedish corporation, with registered and business offices at Solbergavägen 17, 17998 Färentuna, Sweden, email: support@coherence.io.

Last Updated: September 21, 2022.

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