Proprietary License

This Proprietary License ("License") is a legal agreement between SOGGY INK GAMES PTY LTD ("Licensor") and the user ("Licensee") of the software ("Software") provided by Licensor. By using the Software, Licensee agrees to be bound by the terms and conditions of this License.

1. License Grant: a. Licensor grants Licensee a non-exclusive, non-transferable license to use the Software solely for personal, non-commercial purposes, including playing educational games, as described in the accompanying documentation. b. The commercial use of the Software, including but not limited to building, testing, and deploying educational games for commercial purposes, is reserved exclusively for the Licensor. c. This License may not be altered, modified, or amended by anyone other than the Licensor. d. Licensee agrees not to use the Software in a manner that directly competes with the commercial activities of the Licensor, including the development and distribution of educational games similar to those provided by the Licensor.

2. Restrictions: a. Licensee may not distribute, sublicense, sell, or transfer the Software or any portion thereof to any third party. b. Licensee may not modify, reverse engineer, decompile, or disassemble the Software, except to the extent permitted by applicable law. c. Licensee may not remove or alter any copyright, trademark, or other proprietary notices from the Software.

3. Ownership: a. The Software and all intellectual property rights therein remain the exclusive property of Licensor. b. This License does not grant Licensee any ownership rights in the Software.

4. Warranty Disclaimer: a. The Software is provided "as is" without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement. b. Licensor does not warrant that the Software will meet Licensee's requirements or that the operation of the Software will be uninterrupted or error-free.

5. Limitation of Liability: a. In no event shall Licensor be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) arising in any way out of the use of the Software, even if advised of the possibility of such damage.

6. Indemnification: a. Licensee agrees to indemnify and hold harmless Licensor from any claims, damages, liabilities, or expenses arising from Licensee's use of the Software.

7. Updates and Support: a. This License does not include updates or support services for the Software unless explicitly provided by Licensor under separate agreement and payment terms.

8. License Term and Termination: a. This License is effective until terminated by either party. Licensor may terminate this License immediately and without notice if Licensee breaches any term of this License. b. Upon termination, Licensee must cease all use of the Software and destroy all copies of the Software in Licensee's possession or control.

9. Assignment and Transfer: a. Licensee may not assign or transfer this License or any rights or obligations under this License without the prior written consent of Licensor.

10. Confidentiality: a. Both parties agree to maintain the confidentiality of any confidential information disclosed during the course of this License and not to disclose such information to third parties without prior written consent.

11. Ethical Data Use and Control: a. The Licensor maintains full control over the use, processing, and storage of user data associated with the Software. Licensee agrees to use the Software in a manner that aligns with the Licensor's clearly defined ethical standards and data handling policies. b. Licensee commits to ethical data practices, ensuring that user data is collected, processed, and managed responsibly and in accordance with the Licensor's ethical guidelines. This includes obtaining necessary consents and providing transparent information to users.

12. Dispute Resolution: a. Negotiation: Any dispute or claim arising from or related to this agreement shall first be subject to good-faith negotiations between the parties. Both parties agree to promptly notify each other in writing of any dispute and make reasonable efforts to resolve it amicably within 90 days. b. Mediation (Optional): If the parties are unable to resolve the dispute through negotiation and both parties agree to mediation, they will submit the dispute to mediation. The mediation shall be conducted by a mutually agreed-upon mediator in Sydney Australia or via teleconference if mutually acceptable. The parties agree to cooperate in good faith with the mediator to reach a resolution. c. Arbitration (Optional): If mediation does not lead to a resolution and both parties agree to arbitration, they will submit the dispute to binding arbitration. The arbitration shall be conducted in accordance with the rules of Australian Centre for International Commercial Arbitration (ACICA) by a single arbitrator appointed jointly by the parties or by American Arbitration Association (AAA). The decision of the arbitrator shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. d. Exclusions: Disputes related to intellectual property rights, confidentiality obligations, or non-payment of fees shall be exempt from the mediation and arbitration requirements and may be directly subject to legal proceedings in a court of competent jurisdiction. e. Costs and Expenses (Optional): The costs and expenses associated with mediation and arbitration, including the fees of the mediator and arbitrator, shall be borne equally by the parties unless otherwise determined by the mediator or arbitrator. f. Governing Law and Jurisdiction: This agreement and any disputes arising from or related to it shall be governed by and construed in accordance with the laws of New South Wales Australia, excluding its conflict of law provisions. Any legal action or proceedings arising out of or related to this agreement shall be brought exclusively in the courts located in New South Wales Australia, and each party hereby submits to the jurisdiction and venue of such courts, unless both parties mutually agree in writing to designate a different jurisdiction. In the event of mutual agreement on a different jurisdiction, the designated jurisdiction shall govern any legal actions or proceedings related to this agreement.

13. Governing Law and Jurisdiction: a. For users in the United States, this License shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law provisions. b. For users in the European Union, this License shall be governed by and construed in accordance with the laws of the European Union, excluding its conflicts of law provisions. c. For users in the United Kingdom, this License shall be governed by and construed in accordance with the laws of the United Kingdom, excluding its conflicts of law provisions. d. For users in Ontario, Canada, this License shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, excluding its conflicts of law provisions. e. For users in Australia, this License shall be governed by and construed in accordance with the laws of New South Wales, excluding its conflicts of law provisions. f. For users in India, this License shall be governed by and construed in accordance with the laws of India, excluding its conflicts of law provisions. g. For users in Germany, this License shall be governed by and construed in accordance with the laws of Germany, excluding its conflicts of law provisions.

14. Notices: a. All notices under this License shall be in writing and delivered to the addresses provided by both parties through email or registered mail.

15. Governing Language: a. This License is written in English and governed by the laws of the specified jurisdiction.

16. Severability: a. If any part of this License is found to be invalid or unenforceable, the remaining parts shall remain in full force and effect.

17. Entire Agreement: a. This License constitutes the entire agreement between Licensor and Licensee regarding the Software and supersedes all prior or contemporaneous agreements and understandings, whether oral or written.

18. Company Name Change: a. In the event of a change in the legal name of SOGGY INK GAMES PTY LTD, the rights and obligations under this License, including ownership of the Software, shall automatically transfer to Anai Yusary Araya Rocha or Ian Araya and any subsequent legal entity or company name chosen by Anai Yusary Araya Rocha or Ian Araya for the purposes of continuing the provisions of this License. Licensee acknowledges and agrees to recognize and abide by any such legal name change and transfer of rights and obligations.

By using the Software, Licensee acknowledges that they have read and understood this License and agree to be bound by its terms and conditions.

SOGGY INK GAMES PTY LTD 07/07/2022