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Early Access Agreement

Effective Date: Date of accepting this agreement

Licensee” “You” or “Your”:

Resolution Games or Licensor ” Resolution Games AB, 559009-8199, Södermalmsallén 36, 118 28 Stockholm

This Early Access Agreement (the “ Agreement”) is entered into by and between Resolution Games and the Licensee.

WHEREAS, Licensee wishes to join Resolution Games early access program to
exploit the Game and the Manager App for commercial use in accordance with this Agreement.

NOW Licensor and Resolution Games agree as follows:


1. License and ownership
Term” This Agreement will commence on the Effective date and continue until terminated as set forth herein.

Game” Resolution Games Mixed reality first-person shooter game Spatial Ops.

Manager App” Resolution Games web and mobile application for managing Spatial ops.

Written notice” Popup or similar in the Game or Manager App and email shall be considered written notice under this Agreement.

License” Subject to the terms of this Agreement, the Licensor hereby grants the Licensee a non-exclusive, non-transferable, non-sublicensable License to use and market the Game for commercial use during the Term. Resolution Games reserves all rights not expressly granted under the License. Licensee shall follow any brand or Game guidelines provided for the use of any Game or Resolution games logos or IP.

The parties are independent contractors, and this Agreement or License does not create or imply an agency, partnership, or joint venture between them.

The Licensor retains all rights, title, and interest in and to the Game, including any updates, enhancements, companion software, or modifications made thereto. The Licensee acknowledges that no ownership or any other rights are transferred under this Agreement and that no rights shall remain for the Licensee after the Term.


2. Licensee obligations
Feedback. Licensee shall make commercially reasonable efforts to provide suggestions, recommendations, comments, ideas, or know-how to Licensor regarding the early access, the Game and commercial use of the Game. Any such Feedback and all intellectual property and other proprietary rights in any such feedback is deemed to vest with Licensor and can be freely used by the Licensor.

The Licensee shall not:
(a) Reverse-engineer, decompile, or disassemble the Game;
(b) Modify or create derivative works based on the Game without prior written consent
(c) Circumvent or alter any restrictions or software in the Game.
(d) Make or publish any disparaging statements, whether verbal, written, or electronic, about the Licensor, its affiliates, employees, Licenses, or services, including the Game, that could harm the reputation, goodwill, or commercial interests of the Licensor or the Game.
(e) Only use the Game in good faith and not promote any racist, hateful or similar content.

Health and safety. The Licensee shall be solely responsible for ensuring the health, safety, and well-being of all participants while using the Game. This includes, but is not limited to, providing appropriate safety equipment, ensuring compliance with all applicable health and safety laws and regulations, and maintaining a safe and suitable environment for gameplay. The Licensee is also responsible for ensuring that all users follow the proper operating instructions and guidelines for the Game. The Licensor shall not be liable for any injury, damage, or loss resulting from the Licensee's failure to adhere to these responsibilities.

Local Laws. The Licensee shall be solely responsible for ensuring compliance with all applicable local, state, and national laws, regulations, and ordinances in connection with the use, marketing and operation of the Game under the License. This includes, but is not limited to, obtaining any necessary licenses or permits, adhering to consumer protection laws, and ensuring that the Game is used in a lawful manner. The Licensor shall not be liable for any legal violations, penalties, or costs arising from the Licensee’s failure to comply with such laws.

Tax. Licensee shall be solely responsible for paying, withholding, and remitting all applicable local, corporate, VAT, sales taxes, or any other taxes, duties, or levies that may be imposed in connection with the use of the Game under this Agreement. The Licensee agrees to indemnify and hold the Licensor harmless from any tax liabilities, penalties, or interest resulting from the Licensee’s failure to comply with such obligations."


3. Termination & Change
Change of terms: Resolution games may update or change the terms and conditions of this Agreement upon 14 days written notice to Licensor. Licensors continued commercial use of the Game or use of the Manger app after such notice period shall be considered acceptance of the changed terms.

Termination for Cause: Either Party may immediately terminate this Agreement upon written notice if the other Party materially breaches this Agreement or if Licensee fails to fulfill its obligations under this Agreement.

Termination for Convenience Either Party may terminate this Agreement upon 14 days written notice.

Effect of Termination: Upon termination or expiration, the Licensee shall cease all commercial use of the Game immediately.


4. Indemnification and liability
General Limitation. To the extent permitted by applicable law, Resolution Games and its affiliates will not be responsible for lost profits, business or goodwill, revenues, or data; financial losses; or indirect, special, consequential, exemplary, or punitive damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) arising as a result of this Agreement or use of the Game under the License. You agree that your remedies under this Agreement or in connection with its subject matter are limited solely to the right to collect money damages, if any, and you hereby waive your right to seek injunctive relief or other equitable relief. if you are a california resident, you agree to waive
california civil code § 1542, which says: “a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her would have materially affected his or her settlement with the debtor or released part

Resolution Games Liability Cap. to the extent permitted by law, the cumulative, aggregate liability of Resolution Games and its representatives, for any and all claims arising under this Agreement or in connection with its subject matter shall not exceed the greater of five hundred us dollars ($500). In all cases, Resolution Games will not be liable for any expense, loss, or damage that is not reasonably foreseeable.

Indemnification Obligations. Licensee will defend (at Resolution Games’s option), indemnify, and hold harmless Resolution Games and its Representatives from and against any and all claims, actions, liabilities, losses, damages, judgments, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) brought by a third party against Resolution Games or any of its Representatives arising out of or related to any breach by Licensee of this Agreement (or the subject matter thereof), including any breach of Licensee’s representations and/or warranties herein, and claims arising from use of the early access License.

“Representatives” of a party means, the party’s affiliates, and the party’s and its affiliates’ respective licensors, licensees, directors, officers, employees, contractors, agents, representatives, and third party service providers, along with the successors and assigns of the foregoing.


5. Governing law & miscellaneous
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Sweden. Any disputes arising from or in connection with this Agreement shall be resolved through the district court of Stockholm.