Factor Frenzy Commercial Licensing Agreement

Effective Date: 2/17/2025

This Commercial Licensing Agreement ('Agreement') is made and entered into as of the Effective Date by and between [Your Company Name or Your Name] (the 'Licensor'), with a principal place of business at [Your Address], and [Licensee Name], a [State of Incorporation] corporation with a principal place of business at [Licensee Address] (the 'Licensee').

1. Definitions

1. 'App' means the Factor Frenzy mobile game application, including all content, features, and functionality thereof.
2. 'Licensed Platform' means the specific platform(s) on which Licensee is authorized to distribute and display the App, as specified in the Order Form.
3. 'Order Form' means the ordering document executed by both parties, specifying the Licensed Platform, license fees, and other terms.

2. License Grant

Subject to the terms and conditions of this Agreement and the Order Form, Licensor grants to Licensee a non-exclusive, non-transferable, revocable license to distribute and display the App on the Licensed Platform for the Term.

3. License Restrictions

Licensee shall not:

• Modify, adapt, translate, or create derivative works based on the App;
• Decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code of the App;
• Sublicense, distribute, or otherwise transfer the App to any third party, except as expressly permitted in this Agreement;
• Remove any proprietary notices or labels from the App;
• Use the App for any illegal or unauthorized purpose;
• Use the App in any manner that could damage, disable, overburden, or impair the App or interfere with any other party's use of the App;
• Use the App on any platform other than the Licensed Platform; or
• Circumvent any technical measures employed by Licensor to control access to or use of the App.

4. Fees and Payment

Licensee shall pay Licensor the fees specified in the Order Form. All fees are non-refundable.

5. Intellectual Property

The App and all intellectual property rights in the App are owned by Licensor or its licensors. This Agreement does not transfer to Licensee any title or ownership in the App, and all rights not expressly granted are reserved by Licensor.

6. Term and Termination

1. Term: This Agreement shall commence on the Effective Date and shall continue for the period specified in the Order Form (the 'Term').
2. Termination for Breach: Either party may terminate this Agreement immediately upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice of such breach.
3. Termination for Convenience: Either party may terminate this Agreement for any reason upon [Number] days' prior written notice to the other party.
4. Effect of Termination: Upon termination of this Agreement for any reason, Licensee shall immediately cease all use and distribution of the App and shall delete all copies of the App from the Licensed Platform.

7. Warranties and Disclaimers

1. Licensor warrants that it has the right to grant the licenses granted herein.
2. THE APP IS PROVIDED 'AS IS' AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) LICENSEE'S ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE APP; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE APP; (iii) ANY CONTENT OBTAINED FROM THE APP; OR (iv) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF LICENSEE'S TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT LICENSOR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Indemnification

Licensee shall indemnify, defend, and hold harmless Licensor from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to Licensee's use of the App or breach of this Agreement.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of law provisions.

11. Entire Agreement

This Agreement and the Order Form constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

12. Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, upon the first business day following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, addressed as follows: If to Licensor: [Your Company Name or Your Name] [Your Address] If to Licensee: [Licensee Name] [Licensee Address] or to such other address as either party may designate in writing from time to time.

13. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

14. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

15. Contact Us

If you have any questions about this Licensing Agreement, please contact us at [your email address].