Software End User License Agreement (EULA) & Privacy Policy

Software End User License Agreement (EULA) These terms are a legal agreement between GabaGoo Games Ltd. ("GabaGoo Games") a corporation in Alberta, Canada, and the licensee who accepts these terms and downloads the software from the thirdparty vendor's platform or marketplace (the "Licensee"). Please read all the terms before indicating acceptance. These terms apply to video game software supplied by GabaGoo Games, and any updates, upgrades, supplements, new features released by GabaGoo Games in respect of the licensed video game software, unless other terms accompany those items. If so, those terms apply. By using GabaGoo Games software, or any updates to the software, Licensee accepts these terms. If Licensee does not accept them, Licensee is not authorized to use the software or services or any updates to the software. Licensee is bound by these terms even if it does not read all the terms. 1.0 DEFINITIONS 1.1 "GabaGoo Games Software" means licensed GabaGoo Games software module, and any fixes, patches or updates released by GabaGoo Games, as listed in the third-party vendor's platform or marketplace download screen; 1.2 "Licensee" is defined above; 1.3 "License Fee" is defined in Section 3.1; 1.4 "Licensor IP" is defined in Section 2.2. 2.0 LICENSE 2.1 Grant of License. The GabaGoo Games Software is licensed to Licensee (not sold) based on the number of copies of GabaGoo Games Software that Licensee installs. Licensee is granted a nonexclusive, non-sublicensable, non-assignable, and non-transferable license, for use by the Licensee, to install and run the GabaGoo Games Software during the term, conditional upon payment of the License Fee. Licensee is only permitted to install and run the permitted number of copies of the GabaGoo Games Software for the permitted number of users, and download location(s) all as set out in the checkout or download screen or as may be otherwise restricted by the license key. 2.2 Intellectual Property. GabaGoo Games and its third-party licensors own any and all any intellectual property rights and all right, title and interest in and to the GabaGoo Games Software and any documentation supplied with the software, and the trademarks of GabaGoo Games (collectively the "Licensor IP"). Licensor IP is protected by Canadian, US and international copyrights. All inventions, discoveries, improvements, software, copyright, know-how or other intellectual property, whether or not protected by patent or copyright, created prior to or during this agreement pertaining to Licensor IP, is and will remain the sole and absolute property of GabaGoo Games. Licensee will maintain any proprietary notices which may appear on the Licensor IP. 3.0 PAYMENTS 3.1 License Fee. As a condition of licensing the GabaGoo Games Software, Licensee agrees to pay the license fees to the third-party vendor's platform or marketplace as listed in the checkout or download screen (the "License Fee"). 4.0 SUPPORT & MAINTENANCE 4.1 Support. GabaGoo Games does not provide any end-user technical support. Support is limited to the Licensee's submission of any requests for bug or error fixes, and GabaGoo Games will endeavour to correct, patch or fix any such bugs or errors in the next regularly scheduled program update. 4.2 Software Maintenance. GabaGoo Games will make available generally released program updates, excluding any new versions, upgrades or new modules released by GabaGoo Games as a separately-priced item. Licensee agrees to periodic updates to the GabaGoo Games Software. 5.0 RESTRICTIONS 5.1 Restrictions. Licensee shall not, and shall not authorize any third party to. (a) make unauthorized copies of Licensor IP; Page 2 of 3 4865-1645-5071.v2 (b) modify, decompile, disassemble, translate into another computer language, create derivative works, access the source code, hack, decrypt, rename files, or otherwise reverse engineer Licensor IP; (c) incorporate any portion of Licensor IP into any products which will be sold, licensed or transferred to a third party; (d) use Licensor IP in connection with a computer based service business for others, or display the visual output of Licensor IP for others; (e) distribute, sell, lease, transfer, assign, trade, rent, lease or lend Licensor IP or publish, license, sublicense or cross-license Licensor IP or any part thereof and/ or copies thereof to others; (f) use Licensor IP or any part thereof in violation of any law or regulation, or for any purpose other than as expressly permitted in this EULA; (g) distribute screen shots, or disclose to a third party the results of any benchmark test of Licensor IP without approval by GabaGoo Games; (h) permit any other person to use the GabaGoo Games Software; (i) copy, misuse or duplicate the layout and design of Licensor IP, or the underlying code and database structures; 5.2 Conditions of License; No Harassment or Cheating. GabaGoo Games prohibits harassment and cheating. We may take steps to implement anti-harassment and anti-cheating measures. Our reasonable belief that you are engaging in harassment or cheating is grounds for immediate termination under this EULA. 6.0 LIMITATION OF LIABILITY & DISCLAIMER OF WARRANTY 6.1 DISCLAIMER. The GabaGoo Games Software is provided "AS IS" without warranties, conditions or representations of any kind, and GabaGoo Games expressly disclaims, to the fullest extent permitted by applicable law, any warranty, representation or condition, express or implied, statutory or otherwise, whether arising from trade or course of dealing, including, without limitation, any warranty that the GabaGoo Games Software (i) shall correspond with a particular description, (ii) are of merchantable quality, (iii) are fit for Licensee’s particular purpose, (iv) are durable for a reasonable period of time, (v) do not and will not infringe any patent, trademark, trade-secret or other intellectual property or other proprietary rights of any third party, (vi) are bug or error free, or (vii) are accessible through all devices or browsers. GabaGoo Games makes no representations or warranties with respect to third-party software vendors, nor do they have any authority to bind GabaGoo Games or modify any terms of these terms. GabaGoo Games disclaims all liability in connection with any third-party software, modules, viruses, hardware or failures in the internet. GabaGoo Games cannot warrant that the GabaGoo Games Software will be compatible with all third-party software or platforms which may now or in the future be used by the third-party vendor's platform or marketplace. Licensee acknowledges that GabaGoo Games has no authority over the third-party vendor's platform or marketplace. 6.2 ALLOCATION OF RISK. GabaGoo Games shall not be liable for any monetary damages whatsoever with respect to Licensee’s use of the GabaGoo Games Software hereunder, nor shall GabaGoo Games be liable for any indirect, incidental, consequential, special, punitive or exemplary damages arising out of this EULA, even if GabaGoo Games is advised of the possibility of such damages. The entire risk as to the results and performance of the GabaGoo Games Software is assumed by Licensee. 6.3 LIMITATION OF LIABILITY. THE TOTAL LIABILITY OF GABAGOO GAMES, WHETHER UNDER THE EXPRESS OR IMPLIED TERMS OF THIS EULA, IN TORT (INCLUDING NEGLIGENCE OR OTHER DUTY OF CARE) OR AT COMMON LAW, FOR ANY LOSS OR DAMAGE INCLUDING BUT NOT LIMITED TO ANY DATA LOSS OR CORRUPTION, SUFFERED BY LICENSEE OR THIRD PARTIES, WHETHER DIRECT, INDIRECT, OR SPECIAL, OR ANY OTHER SIMILAR DAMAGE THAT MAY ARISE OR DOES ARISE FROM THE GABAGOO GAMES SOFTWARE OR ANY BREACH OF THIS EULA BY GABAGOO GAMES, SHALL IN NO EVENT EXCEED CAD$5.00. 7.0 TERM & TERMINATION 7.1 Term. This Agreement will start on download by the Licensee, and will continue until terminated under this EULA. Page 3 of 3 4865-1645-5071.v2 7.2 Termination. Licensee may terminate this EULA without cause at any time, in which case any prepaid amounts will be non-refundable. Licensee may also terminate this EULA on 21 days’ written notice if GabaGoo Games is in breach of this EULA and such breach has not been cured within the notice period. GabaGoo Games shall have the right to terminate this EULA (a) on 21 days’ written notice if Licensee is in breach of any material term of this EULA or any other agreement with GabaGoo Games and such breach has not been cured within the notice period; or (b) immediately without notice if Licensee is bankrupt, insolvent or the subject of any proceeding under the Bankruptcy and Insolvency Act or CCAA, or any other statute of similar purpose which has not been successfully resolved in Licensee’s favour within 30 days. Such termination shall be in addition to and not in lieu of any legal remedies otherwise available to the terminating party. 7.3 Effect of Termination. Upon termination or expiry of this EULA, Licensee will delete and cease all use of any Licensor IP. 8.0 VERIFICATION & PRODUCT IMPROVEMENT 8.1 Verification. GabaGoo Games has the right to monitor usage and verify compliance with the terms of this EULA and Licensee agrees to provide GabaGoo Games with information as may be reasonably requested from time to time regarding usage for product improvement and other compliance requirements. 9.0 GOVERNING LAW & DISPUTES 9.1 Governing Law & Disputes. This Agreement is governed by the laws of the Province of Alberta, Canada, without regard to its conflict of laws rules. Both parties agree that by entering into this EULA they have attorned to the exclusive jurisdiction of the courts in the Province of Alberta for the resolution of any disputes related to this EULA. 10.0 GENERAL TERMS 10.1 System Requirements. Licensee agrees to comply with any minimum system requirements that may be published by GabaGoo Games. 10.2 Assignment. Licensee will not assign, transfer, encumber or otherwise dispose of any or all of the rights granted to Licensee under this EULA without the prior written consent of GabaGoo Games. GabaGoo Games may assign this EULA to a third-party upon written notice to Licensee. 10.3 No Waiver. No condoning, excusing or overlooking by any party of any default, breach or non-observance by any other party at any time regarding any terms of this EULA operates as a waiver of that party's rights under this EULA. No exercise of a specific right or remedy by any party precludes it from or prejudices it in exercising another right or pursuing another remedy or maintaining an action to which it may otherwise be entitled either at law or in equity. 10.4 Survival. All terms which require performance by the parties after the expiry or termination of this EULA, will remain in force despite this EULA's expiry or termination for any reason. The following terms shall survive termination: 2.2, 6.0, 7.3 and 9.0. 10.5 Language. It is the express will of the parties that this EULA and all related documents be drawn up in English. 10.6 Entire Agreement. This EULA set out the entire understanding between the parties related to the licensing of GabaGoo Games Software. 10.7 Changes. On release of any update or upgrade to the GabaGoo Games Software, GabaGoo Games reserves the right to modify this EULA and to impose new or additional terms or conditions on Licensee’s use of the GabaGoo Games Software. The then-current terms (including any modifications and additional EULA if applicable) will be presented to the Licensee and will be effective immediately upon Licensee’s acceptance of the terms and continued use of the GabaGoo Games Software. 10.8 Electronic Acceptance. This Agreement may be agreed to by electronic acceptance. [Version 01/2024 ] END OF TERMS