1. End Customer License Agreement

This End Customer License Agreement (“License Agreement”) was executed, signed, and took effect on Customer’s execution (“Effective Date”) by and between Game Circuit, Inc., a Delaware corporation with offices located at [Your Address] (“Game Circuit”) and the Customer identified in the Statement of Work (“Customer”).

Customer and Game Circuit shall be hereinafter individually referred to as “Party” and collectively as “Parties.”

If the Customer acquires Services (as defined below) under the terms specified herein through a Partner (as defined below), this License Agreement will take precedence over any conflicting terms in the agreement between the Customer and the Partner, insofar as the relationship between the Customer and Game Circuit is concerned. Rights granted to the Customer in a separate agreement with the Partner, which are absent in this License Agreement, are applicable exclusively in the context of that Partner. Consequently, the Customer is obliged to pursue any remedies or enforcement of such rights solely with the Partner and not Game Circuit.

BY SIGNING A STATEMENT OF WORK, ACCESSING, RECEIVING, AND/OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IN NO EVENT MAY YOU ACCESS, RECEIVE, OR OTHERWISE USE ANY GAME CIRCUIT SERVICE WITHOUT AGREEING TO THESE TERMS (OR ANOTHER AGREEMENT AGREED TO IN WRITING BY GAME CIRCUIT).

1. DEFINITIONS

1. “Affiliates” refers to any entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, as long as such Control is maintained. For the purposes of this definition, “Control” means having beneficial ownership of 50% or more of the voting power or equity in an entity.

2. “Authorized User” refers to the individuals designated by the Customer who are permitted to access and use the Services.

3. “Customer” means the Customer identified in the SOW.

4. “Customer Data” refers to any data or content submitted, uploaded, integrated, or otherwise communicated by Customer to Game Circuit, including but not limited to gaming statistics, user-generated content, or gameplay analytics.

5. “Facility” means the website(s) or platform(s) on which the Services are to be implemented for Customer.

6. “Fees” has the meaning set forth in Section 5.1.

7. “License Agreement” refers collectively to this End Customer License Agreement and any attachments hereto.

8. “Partner” refers to a Game Circuit-authorized partner, reseller, distributor, or marketplace.

9. “Partner Contract” refers to the agreement between Game Circuit and Partner that authorizes the Partner to resell access to, or provide access to, the Services.

10. “Services” has the meaning defined in Section 2.

11. “Service Data” refers to any statistical data, performance metrics, or benchmarks collected by Game Circuit from Customer’s use of the Services, including in-game rankings, player engagement, and other gaming-related data, for the purpose of optimizing gaming experiences.

12. “Service Software” refers to the software applications and tools developed and owned by Game Circuit, including all updates, improvements, and modifications thereof, that Game Circuit provides for gaming analytics, reporting, and optimization as part of the Services.

13. “Subscription” refers to a non-exclusive, personal, non-transferable right to use the Services in accordance with this License Agreement and the Statement of Work (SOW), within the Customer’s relevant facilities or platforms, as detailed in the SOW.

14. “Subscription Start Date” refers to the date on which the Services commence, as specified in the relevant Statement of Work (SOW).

15. “Subscription Term” refers to the initial term during which the Services can be used on the specified website(s), as outlined in this License Agreement and specified in the relevant Statement of Work (SOW)

16. “Statement of Work” or “SOW” refers to the document mutually agreed upon in writing by the Partner and Customer, issued in accordance with this License Agreement, which describes, among other things, the Services to be made available, the Fees to be paid, the payment terms, and the Subscription Term. Customer acknowledges that the Partner Contract requires the Partner to incorporate this License Agreement into all SOWs, and Customer expressly agrees that Game Circuit shall have the benefit of and right to enforce this License Agreement against Customer. In the event that any provision of this License Agreement is deemed to conflict with a provision of a SOW or other agreement between Customer and Partner regarding the Services or other subject matter of this License Agreement, the provision of this License Agreement shall apply for Customer and Game Circuit, unless Game Circuit and Customer agree otherwise in writing.

2. SUBJECT

This License Agreement sets out the principles regarding the provision of gaming analytics and enhancement services detailed in the related Statement of Work (SOW) via the Service Software (“Services”) to the Customer by Game Circuit, as well as the rights and obligations of the Parties in this regard.

3. TERM

This License Agreement enters into force on the Effective Date and remains in effect until the expiration of the last Subscription Term in all active Statements of Work (SOWs) issued under this License Agreement (“Term of the License Agreement”). The term of the Services will commence on the Subscription Start Date set forth in the SOW and shall continue for the Subscription Term identified therein, along with any renewal thereof, unless earlier terminated in accordance with the terms of this License Agreement.

4. LICENSE AND INTELLECTUAL PROPERTY RIGHTS

4.1. License Agreement Game Circuit hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable, worldwide license to access and utilize the Services pursuant to the terms of this License Agreement and the applicable Statement of Work (SOW).

4.2. Reservation of Rights Game Circuit and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Service Software, Services, and Service Data (collectively “Game Circuit Intellectual Property”), including any improvements, modifications, and enhancements. Game Circuit expends significant resources gathering, assembling, and compiling the Service Data, and such Service Data constitutes an original compilation protected by applicable copyright laws. Except for the rights expressly granted in this License Agreement, Customer shall acquire no other rights, express or implied, in or to Game Circuit Intellectual Property.