SOFTWARE LICENSE AGREEMENT

BY CLICKING ON THE "INVITE TOURNEY" BUTTON, YOU OR THE ENTITY THAT YOU REPRESENT ("LICENSEE") ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE SOFTWARE LICENSE AGREEMENT CONSISTING OF THIS PARAGRAPH, THE FOLLOWING TERMS, AND ANY ADDITIONAL TERMS REFERENCED HEREIN (THE "AGREEMENT") WITH RESPECT TO THE BOT CALLED “TOURNEY” (THE “BOT”) MADE AVAILABLE BY GAME.TV, INC. (“GAME.TV”). PROVISION OF THE BOT IS CONDITIONED ON, AND LICENSEE'S INSTALLATION OR USE OF THE BOT SHALL CONSTITUTE, LICENSEE’S ASSENT TO THE TERMS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF LICENSEE DOES NOT UNCONDITIONALLY AGREE TO THE FOREGOING, YOU SHALL IMMEDIATELY CEASE ANY ACCESS TO OR USE OF THE BOT. IF YOU CONTINUE WITH ADDING THE BOT TO YOUR SERVER, YOU ARE REPRESENTING AND WARRANTING THAT YOU ARE AUTHORIZED TO BIND LICENSEE.

Grant of License.

Subject to Licensee’s compliance with all the terms hereof, Game.TV grants Licensee a personal, nonsublicensable, non-transferable, nonexclusive, royalty-free license to use the Bot only on authorized channels and platforms as expressly permitted by Game.TV, solely for the purpose of organizing and facilitating the operation of e-sports tournaments (the “Tournaments”). Game.TV retains ownership of all copies of the Bot.

Licensee’s Responsibilities.

Licensee acknowledges and agrees that Game.TV doesn’t sponsor and is not in any way involved in the Tournaments. Licensee shall be solely responsible for complying with all applicable laws and regulations in connection with the Tournaments.

Licensee shall ensure that all participants to the Tournaments (“Participants”) agree to be bound by official e-sports tournament rules provided by Licensee and must comply with all applicable laws in all jurisdictions where the Tournament is open.

Licensee further acknowledges, agrees to and is bound by the Terms of Service and Privacy Policy on Game.TV’s website (as they may be updated from time to time), except to the extent expressly and directly in conflict with the terms hereof.

Licensee acknowledges and agrees that the Bot operates on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). Game.TV is not responsible for the operation of any Third Party Services nor the availability or operation of the Bot to the extent such availability and operation is dependent upon Third Party Services. Licensee is solely responsible for procuring any and all rights necessary for it to access Third Party Services, for using the Bot on or with any Third party Services, and for complying with any applicable terms or conditions thereof. Game.TV does not make any representations or warranties with respect to Third Party Bot or any third party providers. Any exchange of data or other interaction between Licensee and a third party provider is solely between Licensee and such third party provider and is governed by such third party’s terms and conditions.

Restrictions.

Licensee will not (and will not allow any third party to) ( i ) modify, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the Bot (except to the extent that applicable law prohibits reverse engineering restrictions), ( ii ) provide, lease, lend, disclose, use for timesharing or service bureau purposes, or otherwise use or allow others to use for the benefit of any third party, the Bot, except for Participants, (iii) possess or  use any Bot, or allow the transfer, transmission, export, or re-export of any Bot or portion thereof in violation of any applicable export control laws or regulations, (iv) disclose to any third party any benchmarking or comparative study involving the Bot, (v) remove any proprietary notices from the Bot, or (vi) use the Bot in a manner that violates applicable laws or regulations or any contractual obligations (including applicable terms) to which Licensee is a party or by which it is bound.

User Data.

“User Data” shall mean any data, information or other material relating to the Tournaments provided, uploaded, or submitted by, for, or on behalf of Licensee or any Participant to Game.TV in the course of using the Bot or in connection with the Tournaments. As between the parties, Licensee shall retain all right, title and interest in and to the User Data, including all intellectual property rights therein. Licensee, not Game.TV, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Data. Game.TV shall use commercially reasonable efforts to maintain the security and integrity of the User Data. Game.TV is not responsible to Licensee for unauthorized access to User Data or any security incident of the Bot unless such access or incident is due to Game.TV’s gross negligence or willful misconduct. Licensee is responsible for the use of the Bot by any person to whom Licensee has given access to the Bot. Notwithstanding anything to the contrary, Licensee acknowledges and agrees that Game.TV may (i) internally use and modify (but not disclose) User Data for the purposes of (A) providing the Bot to Licensee and the Participants to the Tournaments, and (B) generating Aggregated Anonymous Data (as defined below), and (ii) freely use and make available Aggregated Anonymous Data for GAme.TV’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Game.TV’s Bots and services). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by Game.TV in connection with the use of the Bot, but only in aggregate, de- identified form which can in no way be linked specifically to Licensee or any Participant. Licensee acknowledges that the Bot may contain automated reporting routines that will automatically identify and analyze the User Data and certain aspects of use and performance of the Bot and provide e-mail and other reports to Game.TV.

Termination.

All licenses will terminate thirty days (immediately in the case of a breach of Section  3 by Licensee) after Game.TV’s notice of any breach by Licensee remaining uncured at the end of such notice period. Upon any termination, Licensee shall immediately cease all use of the Bot and return or destroy all copies of all the Bot and all portions thereof and so certify to Game.TV. Except as otherwise expressly provided herein, the terms hereof shall survive any termination. Termination is not an exclusive remedy and all other remedies will be available whether or not termination occurs.

Warranty Disclaimers.

THE BOT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND FROM ANYONE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. FURTHER, GAME.TV DOES NOT WARRANT RESULTS OF USE OR THAT THE BOTS ARE BUG FREE OR THAT THE BOT’S USE WILL BE UNINTERRUPTED.

Limitation of Liability.

NOTWITHSTANDING ANYTHING ELSE HEREIN OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, NEITHER GAME.TV NOR ANY LICENSOR SHALL BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER HEREOF OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF FIVE HUNDRED U.S. DOLLARS ($500.00) OR (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (III) FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES; (IV) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (V) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. THE PARTIES AGREE THAT THIS SECTION 7 REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT LICENSOR WOULD NOT PROCEED IN THE ABSENCE OF SUCH ALLOCATION.

Identification.

Game.TV may use Licensee’s name and logo in connection with the promotion of the Bot and the Game.TV’s website at www.game.tv. Licensee agrees to participate in press announcements, case studies, or other forms reasonably requested by Game.TV.

Miscellaneous.

Neither this Agreement nor the licenses granted hereunder are assignable or transferable by Licensee without prior written consent of Game.TV, and any attempt to do so shall be void. Game.TV may transfer and assign any of its rights and obligations under this Agreement without consent of Licensee. The provisions hereof are for the benefit of the parties only and not for any other person or entity. Any notice, report, approval, authorization, agreement or consent required or permitted hereunder shall be in writing; notices shall be sent to the address the applicable party has or may provide by written notice or, if there is no such address, the most recent address the party giving notice can locate using reasonable efforts. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act. This Agreement (including the Terms of Service and Privacy Policy referenced herein) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter hereof and any waivers or amendments shall be effective only if made in writing. The substantially prevailing party in any action to enforce this agreement will be entitled to recover its attorney’s fees and costs in connection with such action. As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, all Bots and accompanying documentation provided by Game.TV are “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these terms and shall be prohibited except to the extent expressly permitted by these terms.