Velan Studios/Knockout City Standalone Game

TERMS AND CONDITIONS AND END USER LICENSE AGREEMENT
THIS IS A LEGAL AGREEMENT – PLEASE CAREFULLY REVIEW

Important Notice – Binding Arbitration. If a dispute cannot be resolved by
Velan’s support team, these Terms and Conditions and End User License Agreement
(“EULA”) require that you participate in individual binding arbitration, rather
than a jury trial or class action. Please see Section 14 below titled “Dispute
Resolution” for more information.

Use of Knockout City and related services (collectively, the “Game”) is
governed exclusively by this EULA. The Game consists of both server-side
software used by individuals to host matches and client-side software necessary
to play matches on Microsoft Windows compatible personal computers (PCs).

1. Binding Agreement. This EULA is a legally binding agreement between the
user (“User”, “you”, “your”) and Velan Studios, Inc. (“Velan”, “we”, “us”,
“our”). By downloading and/or installing the client-side or server-side
software (“Software”) and/or using the Game, you agree to this EULA. You and
Velan are sometimes referred to herein, individually, as a “Party”, and,
collectively, as the “Parties”.

2. Parent/Guardian Consent. If you are under the age of eighteen (18) or the
age of majority in country where you reside, this EULA must be accepted on your
behalf by your parent or legal guardian, in which case this EULA will be
binding on you and the parent or legal guardian who accepts this EULA.

3. Velan Intellectual Property. Velan’s trademarks, service marks,
copyrights, patents, trade secrets, and all other proprietary rights in or
related to the Game are the exclusive property of Velan and/or its licensors
(“Velan Intellectual Property”), whether or not registered, recognized, or
perfected under applicable law. Velan Intellectual Property may not be copied,
distributed, republished, uploaded, posted, or transmitted except in connection
with the authorized use of the Game. You may not alter, decompile,
disassemble, reverse engineer, or otherwise modify any Velan Intellectual
Property.

4. Limited License. Velan provides you a limited, non-transferrable,
non-exclusive, revocable license for personal, non-commercial use of the Game.
Nothing herein shall be construed as granting to you or any other person,
whether by estoppel or otherwise, any license or other rights to the Game or
any Velan Intellectual Property incorporated into the Game except for those
rights expressly granted in this Section 4.

5. Feedback. If you provide any suggestions or comments regarding the Game
(“Feedback”) either directly to us or indirectly through any other method,
medium or person (such as social media), you grant Velan a non-exclusive, fully
paid, royalty-free, worldwide, perpetual, irrevocable, sublicensable,
transferable, and assignable license to use, reproduce, distribute, modify,
adapt, prepare derivative works based on, publicly perform, publicly display,
make, have made, use, sell, offer to sell, import, and otherwise exploit any
and all Feedback, or any portion of it, in any manner or form and in any medium
or forum, whether now known or later devised, without notice, payment or
attribution of any kind to you or any third-party. You understand and agree
that Velan is not required to make any use of any Feedback that you provide.

6. Data Collection Consent; Personal Use Only. The Game does not collect or
store information that may be considered personally identifiable information,
personal information, or personal data (collectively, “Personal Data”) as those
terms are generally used in privacy and data protection laws in various
countries. It may be possible for you to voluntarily supply Personal Data by
providing an identifiable user name or by voluntarily using third party
applications while playing the game (e.g., Discord). Velan does not collect
and is not responsible for any Personal Data you choose to provide to any other
person while using the Game. If you choose to provide Personal Data, the
provision of such Personal Data is strictly voluntary and is intended solely
for the personal non-commercial use of those individuals who chose to
participate in a match.

7. Game Play Data. Velan receives data regarding the operation and
performance of the Game (“Game Play Data”). Velan owns all Game Play Data.
Game Play Data collected by Velan is not linked to a specific User, is not
individually identifiable, and is not considered Personal Data. Velan collects
Game Play Data to evaluate Game performance and to measure user interest in
continuing to play the Game or portions of the Game.

8. Compliance with Laws. You are required to comply with all laws,
regulations, and ordinances (“Laws”) applicable to use of the Game. Velan is
not responsible for any use of the Game that is prohibited by Law. You are
required to defend, indemnify and hold Velan harmless from any claims relating
to your violation of Law in using the Game, as more specifically set forth in
Section 13 below.

9. Player Conduct. The Game allows you to play matches against other users.
You must behave fairly and ethically when playing the Game. Velan is not
responsible for player conduct, including any player conduct that is
defamatory, disparaging, or harassing. You are required to defend, indemnify,
and hold Velan harmless from any claims relating to your “in Game” conduct, as
more specifically set forth in Section 13 below.

10. No Support or Update Obligation. Velan may from time to time voluntary
choose to release updates, patches, or modifications to the Software
(collectively, “Updates”), which you may download in your sole discretion.
Velan, however, has no obligation to provide any Updates or support in
connection with the Game.

11. No Warranty. THE GAME IS FREE TO USE AND VELAN PROVIDES NO WARRANTIES,
GUARANTEES, OR REPRESENTATIONS OF ANY TYPE. ALL SOFTWARE IS PROVIDED “AS IS”.
USE OF THE GAME IS AT YOUR SOLE RISK. VELAN EXPRESSLY DISCLAIMS EXPRESS,
IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE,
NONINFRINGEMENT OF THIRD-PARTY RIGHTS, OR WARRANTIES ARISING FROM COURSE OF
DEALING, USAGE OR PRACTICE. VELAN DOES NOT WARRANT AGAINST INTERFERENCE WITH
USER’S ENJOYMENT OF THE GAME, THAT THE GAME WILL MEET USER’S REQUIREMENTS, THAT
THE OPERATION OF THE GAME WILL BE UNINTERRUPTED OR FREE FROM ERRORS, BUGS,
CORRUPTION, LOSS OF DATA, INTERFERENCE, HACKING OR VIRUSES, OR THAT THE GAME
WILL INTEROPERATE OR BE COMPATIBLE WITH ANY OTHER SOFTWARE. SOME JURISDICTIONS
LIMIT OR PROHIBIT DISCLAIMERS OF IMPLIED WARRANTIES, IN WHICH CASE ONE OR MORE
OF THE DISCLAIMERS ABOVE MAY NOT APPLY TO YOU.

12. Limitation of Liability. VELAN SHALL NOT BE LIABLE FOR ANY LOSSES THAT
WERE NOT CAUSED BY VELAN'S BREACH OF THIS EULA, OR FOR ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF ANY TYPE. THE TYPES
OF EXCLUDED DAMAGES INCLUDE, FOR EXAMPLE, FINANCIAL LOSS (SUCH AS LOST INCOME
OR PROFITS), COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, AND DEVICE
FAILURE OR MALFUNCTION. THIS LIMITATION APPLIES TO ANY CLAIM ARISING OUT OF OR
RELATED TO THE GAME, WHETHER BASED IN CONTRACT, TORT, STATUTE, STRICT LIABILITY
OR OTHERWISE. THIS LIMITATION ALSO APPLIES EVEN IF VELAN KNEW OR SHOULD HAVE
KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES. VELAN’S TOTAL LIABLITY FOR DAMAGES
SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00) REGARDLESS OF THE THEORY OF
LIABLITY. VELAN DOES NOT LIMIT ITS LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR
WILLFUL MISCONDUCT. SOME JURISDICTIONS DO NOT ALLOW THE ABOVE EXCLUSIONS AND
LIMITATIONS, SO SOME OR ALL OF THEM MAY NOT APPLY. YOU ACKNOWLEDGE THAT
BECAUSE THE GAME IS FREE TO PLAY (A) WITHOUT THE INCLUSION OF THIS LIMITATION
OF LIABILITY PROVISION, VELAN WOULD NOT HAVE PROVIDED THE GAME AND (B) THIS
LIMITATION OF LIABILITY PROVISION IS MERELY A LIMITATION, AND NOT AN
EXCULPATION, OF LIABILITY.

13. User Indemnification. User agrees to defend, indemnify and hold Velan and
Velan’s service providers, licensors, members, directors, officers, employees,
agents, and representatives (collectively, the “Velan Indemnitees”) harmless
from and against any costs, losses, damages, liabilities and expenses,
including reasonable attorneys’ fees relating to and/or arising out of (a)
User’s breach of this EULA; (b) use of the Services in violation of this EULA,
(c) negligence or willful misconduct (except to the extent directly,
proximately, and solely caused by the Velan Indemnitee’s own negligence or
willful misconduct); (d) breach of any data protection or privacy laws; and (f)
any data security incident caused by User.

14. Dispute Resolution/Consent to Arbitration. EXCEPT AS EXPRESSLY REQUIRED BY
LAW, BY ACCEPTING THE TERMS OF THIS EULA, YOU AND VELAN EXPRESSLY WAIVE THE
RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION. This
Section 14 includes an agreement to arbitrate and offers a streamlined way to
resolve disputes between us if they arise. Most of your concerns can be
resolved quickly and satisfactorily by contacting Velan user support via one of
the methods described in Section 15.5 below. If we cannot resolve your concern,
you and Velan agree to be bound by the procedure set forth in this Section 14
to resolve any disputes between us. This Section 14 also applies to our
respective agents, employees, subsidiaries, predecessors, successors,
beneficiaries, and assigns. The agreement to arbitrate evidences a transaction
in interstate commerce, and thus the US Federal Arbitration Act governs the
interpretation and enforcement of this Section 14 and any arbitration carried
out under this Section. This Section 14 shall be interpreted broadly and shall
survive termination of this EULA.

14.1. Claims Covered by Arbitration. All disputes, claims or controversies
between you and Velan arising out of or relating to the Game and this EULA,
including the validity, enforceability, and scope of this Section 14
(“Disputes”), shall be determined exclusively by binding arbitration. This
includes claims that accrued before you entered into this EULA. The only
Disputes not covered by this Section 14 are claims regarding the infringement,
protection, or validity of Velan’s and Velan’s Licensors’ intellectual property
rights.

14.2. Informal Negotiations. You and Velan shall first attempt to resolve
any Dispute informally for at least 30 days before initiating arbitration. The
informal negotiations begin upon receipt of written notice from one Party to
the other (“Notice of Dispute”). The Notice of Dispute must: (a) include the
full name and contact information of the complaining Party; (b) describe the
nature and basis of the claim or dispute; and (c) set forth the specific relief
sought. You may send your Notice of Dispute to: legal@velanstudios.com.

14.3. Binding Arbitration. If you and Velan cannot resolve a Dispute
informally, you or Velan may elect to have the Dispute finally and exclusively
resolved by binding arbitration. Any election to arbitrate by one Party shall
be final and binding on the other. The arbitration shall be administered by the
American Arbitration Association under its Consumer Arbitration Rules ("AAA
Consumer Rules"), which are available at www.adr.org or by calling
1-800-778-7879, with the following modifications:

14.3.1. Arbitration fees and costs shall be governed by the AAA Consumer Rules.

14.3.2. If the Dispute does not exceed $50,000, the arbitration will be
conducted solely on the basis of written submissions.

14.3.3. The Parties may bring any dispositive motion or motions during the
course of the proceedings.

14.3.4. The arbitrator shall make a decision in writing, which will include the
findings and conclusions on which the decision is based. The arbitrator has the
authority to issue any relief allowed by this EULA pursuant to applicable law,
but the arbitrator shall have no authority to issue any relief on any basis
other than an individual basis. The arbitrator may award declaratory or
injunctive relief only in favor of the individual Party seeking relief and only
to the extent necessary to provide relief warranted by that Party's individual
claim.

14.3.5. The arbitrator must follow applicable law, and any award may be
challenged if the arbitrator fails to do so. You and Velan may litigate in
court to compel arbitration, to stay proceeding pending arbitration, or to
confirm, modify, vacate, or enter judgment on the award entered by the
arbitrator.

14.4. Limitations on Scope of Arbitration. YOU AND VELAN AGREE THAT EACH MAY
BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT
AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE
PROCEEDING AS TO ALL DISPUTES. The arbitrator shall not consolidate another
person's claims with your claims and shall not preside over any type of
representative or class proceeding. If this Section 14 is found to be
unenforceable, then the entirety of this agreement to arbitrate shall be null
and void.

14.5. Location and Governing Law. The arbitration will take place within
twenty-five (25) miles of Troy, New York, or such other location deemed
mutually acceptable by the Parties. If you are not reasonably able to appear
in person, some or all of the arbitration proceeding may be conducted using
remote/virtual videoconferencing capabilities. You and Velan agree to submit
to the personal jurisdiction of the New York State Supreme Court in Rensselaer
County or the United States District Court for the Northern District of New
York to compel arbitration, to stay the proceeding pending arbitration, or to
confirm, modify, vacate, or enter judgment on the award entered by the
arbitrator regardless of whether the arbitration is conducted in person or by
remote/virtual methods. This EULA shall be deemed to have been entered into in
the State of New York and shall be governed by and interpreted pursuant to New
York State law, without reference to its choice of law rules. For disputes not
subject to binding individual arbitration, you agree to submit to the exclusive
jurisdiction of the state and federal courts for Rensselaer County, New York,
and to waive any jurisdictional, venue or other similar objections. This
Section will be interpreted as broadly as applicable law permits. The Parties
agree that the UN Convention on Contracts for the International Sale of Goods
shall not apply to this EULA.

14.6. Recovery. If the arbitrator rules in your favor on the merits of any
claim you bring against Velan and issues you an award that is greater in
monetary value than Velan's last written settlement offer, then Velan will
reimburse the arbitration fees that you paid to the AAA. If the arbitrator
rules in Velan’s favor and finds that your claim was frivolous or not filed in
good faith, you agree to reimburse Velan for any arbitration fees Velan paid to
AAA.

14.7. Changes to Arbitration Agreement. Once you accept these terms, Velan
will not enforce material changes to this agreement to arbitrate, unless you
expressly agree to the changes.

14.8. Severability. If any clause within this Section 14 (other than the
Class Action Waiver clause) is found to be unenforceable because it would
preclude a particular claim or remedy (such as public injunctive relief), that
claim or remedy (and only that claim or remedy) must be severed from the
arbitration and may be brought in court, while any remaining claims or remedies
will be resolved through arbitration. If any clause within this Section 14
(other than the Class Action Waiver clause) is found to be unenforceable for
any other reason, that clause will be severed from this Section 14 and the
remainder of this Section 14 will remain in full force and effect.

15. Miscellaneous.

15.1. Entire Agreement. This EULA constitutes the entire agreement between
you and Velan relating to the Game and your use of the Game. This EULA may not
be amended or modified unless made in writing and signed by Velan or posted by
Velan on its website or through the Game. If any part of this EULA is held to
be unenforceable, all other parts of this EULA shall continue in full force and
effect.

15.2. Amendments. Velan may modify this EULA from time to time. For Users
who accepted a previous version of this EULA, the revisions will become
effective thirty (30) days after posting through the Game and/or on our
website. Your continued use of the Game after this thirty (30) day notice
period means you accept the changes.

15.3. Waiver. A Party’s failure to insist upon strict adherence to any term
of this EULA on any occasion shall not be considered a waiver thereof or
deprive that Party of the right thereafter to insist upon strict adherence to
that term or any other term of this EULA.

15.4. Contact. You can contact Velan through any of the following methods
regarding your Account or use of the Services:

Email: legal@velanstudios.com

Postal Address: Velan Studios
5 Third Street, Suite 300
Troy, New York 12180
Attn: Legal

We have appointed UK GDPR Representatives Limited as our representatives in the
UK for the purposes of Article 27 of the UK General Data Protection Regulation.
You may contact our UK representative, as well as us directly, with any query
that you may have in relation to your personal data. The contact details of our
UK representative are as follows:

UK GDPR Representatives Limited, 7 Bell Yard, London, WC2A 2JR

Email: info@ukgdprrepresentative.com