This agreement (this “EULA”) is made between Salty Games Pty Ltd (ACN 661 173 182) of Unit 29 119 Reichardt Road, Winnellie, Northern Territory, 0820 (“Us”, "Licensor") and You (“You”, "Licensee") (together, the "Parties").

Permission to install “Pasture: The Livestock Simulator” (the “Software”) is conditional upon You agreeing to the terms set out below. The Software is only offered to you on condition that you read
and accept all the terms of this licence and accept these terms.

By clicking “I Accept”, you will be deemed to have accepted the following terms. If you do not wish to accept the terms, you must not click “I Accept” and you may not use the Software.

1 DEFINITIONS AND INTERPRETATION

1.1 (Definitions): Capitalised terms or expressions used in this EULA have the meaning set out in this clause.

Confidential Information has the meaning given in clause 7.1;

Feedback means any commentary, suggestions, feedback or other information provided by the Licensee to the Licensor in relation to the Playtest and the Software;

Gameplay Data means data and other information relating to the Playtest and the use of the Software by the Licensee which may be collected from time to time by the Licensor for the purposes of improving the Software;

Licence has the meaning given in clause 2.1;

Personal Information has the meaning given in clause 6.1;

Playtest means the closed testing of the Software via a limited release on the “Steam” platform subject to the terms of this EULA;

Playtest Content means the Feedback and the Gameplay Data, and all other information generated by the Licensor or the Licensee in relation to the Playtest;

Playtest Period means the period commencing on acceptance of this EULA by the Licensee and ending 31 January 2024 or such other period as may be determined by the Licensor from time to time;

Software has the meaning given in the introduction to this EULA.

2 LICENCE

2.1 Subject to acceptance of these terms, Licensor grants you a limited, revocable, royalty free, non-transferrable, non-sublicensable, non-exclusive license to install and use the Software solely so that you may participate in the Playtest (License).

3 LIMITATIONS

3.1 You must not:

(a) disclose the results of any study, review, or benchmark tests of the Software to any third party without Company’s prior written approval;

(b) copy, reproduce, translate, adapt, reverse engineer, decompile, vary or modify the Software without the express consent of the Licensor, except as expressly authorised by this EULA or part III division 4A of the Copyright Act 1968 (Cth);

(c) provide or otherwise make available the Software in any form to any person without the written consent of the Licensor;

(d) circumvent or attempt to circumvent any technical limitations or any copying or usage restriction mechanisms in the Software;

(e) give, lease, assign, licence, sub-licence, transfer, distribute, disclose, disseminate or publish the Software in any form to any other person or attempt to do any of these acts;

(f) stream, record, screenshot or publish any media in relation to the Software in any form whatsoever;

(g) use the Software:

(i) for educational or training purposes;

(ii) for the purpose of training an artificial intelligence model;

(iii) for any commercial purpose; or

(iv) for any purpose other than the Playtest.

4 TERM AND TERMINATION

4.1 The License will automatically terminate at the end of the Playtest Period, unless terminated earlier.

4.2 Licensor reserves the right to revoke the Licence at any time without reason.

4.3 Upon the termination, expiration, or revocation of the Licence, you may no longer use the Software or participate in the Playtest.

5 LICENSEE’S OBLIGATIONS

5.1 In consideration of the grant of the Licence, the Licensee agrees to comply with its obligations under this EULA.

5.2 The Licensee is not paid for its participation in the Playtest, or for the provision of any Playtest Content.

5.3 You acknowledge that the Licensor has not made any other promises, whether express or implied, regarding any other form of consideration for your participation in the Playtest.

5.4 Your participation in the Playtest does not grant you a right to a license to use the Software at any time after the conclusion of the Playtest Period.

6 USE OF DATA

6.1 You may be required to provide Licensor with information including but not limited to computer hardware specifications and computer software specifications. Licensor will not sell or otherwise disseminate any information provided without your prior consent.

6.2 The Software may contain an automatic update, automated reporting, or other features that periodically report to Licensor regarding your use of the Software, your configuration settings, and any errors you encounter during the Playtest, or permit the Licensor to manually observe and collect such information (Gameplay Data). Gameplay Data is collected for the purpose of improving the functionality of the Software and you agree to the collection and use of the Gameplay Data by the Licensor for so long as the Software is installed.

7 CONFIDENTIAL INFORMATION

7.1 As part of your participation in the Playtest, you be provided with information regarding the Software and the Playtest Content and Licensor’s business, operations, and product plans, (collectively, Confidential Information). You agree to only use Confidential Information for the purpose of participating in the Playtest and evaluating the Software.

7.2 For a period of three years after the end of the Playtest Period, You must keep secret and confidential and not disclose any Confidential Information relating to the Licensor or its business (which is or has been disclosed to you by the Licensor, its representatives or advisers) or the terms of this EULA, except:

(a) where the information is in the public domain as at the date of this EULA (or subsequently becomes in the public domain other than by breach of any obligation of confidentiality binding on the You);

(b) if You are required to disclose the information under any applicable law or the rules of any recognised securities exchange, provided that You have consulted with the provider of the information as to the form and content of the disclosure;

(c) where the disclosure is expressly permitted under this EULA;

(d) where the disclosure is required for use in legal proceedings regarding this EULA; or

(e) if the Licensor has consented in writing before the disclosure.

7.3 You must notify the Licensor as soon as practicable if You become subject to an obligation to disclose Confidential Information.

7.4 You must provide the Licensor with any assistance reasonably required by the Licensor in relation to any proceedings commenced against a third party for the unauthorised use, copying or disclosure of Confidential Information.

7.5 Further, you agree to:

(a) Take reasonable steps to prevent the disclosure of any Confidential Information;

(b) Not disclose, publish, or publicly disseminate any Confidential Information;

(c) Not copy or reproduce any Confidential Information;

(d) Not reverse engineer, disassemble, de-encrypt, decompile, or otherwise derive the design, logic, or structure of any prototypes, software, or other tangible or intangible objects which embody any Confidential Information; and

(e) Promptly notify Licensor of any misuse or misappropriation of any Confidential Information.

7.6 You acknowledge and agree that unauthorised disclosure or use of any Confidential Information may cause Licensor irreparable harm for which monetary damages would be an insufficient remedy, and that as such the Licensor will be entitled to seek injunctive relief to prevent such disclosure.

8 INTELLECTUAL PROPERTY RIGHTS

8.1 The Software is protected by copyright, trademark, and other laws of Australia and other countries. You acknowledge that nothing in this EULA is intended to transfer, assign or otherwise alter the ownership of any intellectual property rights contained in the Software.

8.2 You agree that all Playtest Content shall be the sole and exclusive property of Licensor at the time of its creation and agree to assign all your rights, title and interest in any Playtest Content, including all intellectual property rights contained in the Playtest Content to Licensor. You agree that the Licensor is free to use any Playtest Content as it sees fit without further consultation with Tou.

8.3 Nothing in this Agreement gives You title to, or any right to use or exploit for any purpose the Software, Playtest Content, the Licensor’s name, copyrights, trademarks, or other intellectual property.

9 YOUR RELATIONSHIP TO LICENSOR

9.1 Nothing in this Agreement is intended to constitute or create an express or implied partnership, joint venture, employee, contractor, agency, or other legal relationship between you and Licensor and your participation in the Playtest does not constitute an offer of employment.
 
9.2 You must not represent yourself as an officer, employee, contractor, or agent of Licensor.

10 LIMITATION OF LIABILITY

10.1 To the maximum extent permitted by law, Licensor shall not be liable for any indirect, special, incidental, 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, arising out of or in connection with the use or inability to use the Software, including, but is not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses. In jurisdictions where the exclusion or limitation of liability for consequential or incidental damages is not allowed, our liability is limited to the maximum extent permitted
by law.

10.2 The Licensee expressly acknowledges that the Software is provided for the purpose of testing and cannot be guaranteed error free and further acknowledges that the existence of any such errors does not constitute a breach of this EULA.

11 DISCLAIMERS

11.1 You acknowledge that participation in the Playtest is at your own risk and that the Software has not been fully tested and may contain material defects or deficiencies.

11.2 The Software is provided as-is, and, except where expressly required to do so by law, the Licensor makes no express or implied warranty regarding the Software including its fitness for a particular purpose, merchantability, non-infringement, quiet enjoyment or title. No efforts by the Licensor to modify the Software shall be deed to be a waiver of these limitations.

11.3 While Licensor intends to introduce a commercial version of the Software, you acknowledge that Licensor has no obligation to release the Software or any similar product.

12 APPLICATION OF LAWS

12.1 The application of the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention) to this EULA (by virtue of any law relevant to this EULA) is excluded.

12.2 This End User License Agreement (EULA) may be subject to the Australian Consumer Law (ACL), which is Schedule 2 of the Competition and Consumer Act 2010 (Cth). Nothing in this EULA is intended to exclude, restrict, or modify any rights or remedies you may have under the ACL or any other applicable law that cannot be excluded, restricted, or modified by agreement. To the extent permitted by law, our liability for breach of any implied warranty or condition that cannot be excluded is limited to the lesser of the purchase price of the product or the cost of repairing or replacing the goods.

13 REPRESENTATIONS AND WARRANTIES

13.1 Each party represents and warrants to the other that:

(a) it has full authority to enter into this EULA and is not bound by any agreement with any third party that adversely affects this EULA;

(b) it has and will maintain throughout the term of this EULA, all necessary powers, authority and consents to enter into and fully perform its obligations under this EULA.

14 ASSIGNMENT AND OTHER DEALINGS

14.1 You may not assign, novate, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this EULA without the prior written consent of the Licensor.

15 NO WAIVER

15.1 No party may rely on the words or conduct of any other party as being a waiver of any right, power or remedy arising under or in connection with this EULA unless the other party or parties expressly grant a waiver of the right, power or remedy. Any waiver must be in writing, signed by the party granting the waiver and is only effective to the extent set out in that waiver.

16 SEVERABILITY

16.1 If the whole or any part of a provision of this EULA is or becomes invalid or unenforceable under the law of any jurisdiction, it is severed in that jurisdiction to the extent that it is invalid or unenforceable and whether it is in severable terms or not. This clause does not apply if the severance of a provision of this EULA in accordance with that clause would materially affect or alter the nature or effect of the parties' obligations under this EULA.

17 ENTIRE AGREEMENT

This agreement states all the express terms agreed by the parties about its subject matter. It supersedes all prior agreements, understandings, negotiations and discussions in respect of its subject matter.

18 GOVERNING LAW AND JURISDICTION

18.1 This agreement is governed by the law in force in the Northern Territory, Australia.

18.2 Each party irrevocably submits to the exclusive jurisdiction of courts exercising jurisdiction in the Northern Territory, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this EULA.