Eula


1. Background

The Union Assets Store is a publicly available site on which Providers and Union Assets can distribute Assets to Customers.

This Agreement regulates the legal relationship between Provider as a content creator and Union Assets as the operator of the Union Assets Store.

The purpose of the Agreement is to establish the legal framework for the Provider’s distribution of their Assets via Union Asset's online and in-editor asset store service.

This Agreement is intended to protect the interests of Provider as well as those of Union Assets. Provider has been encouraged to examine this Agreement carefully and has been given the opportUnion Asset to ask clarifying questions prior to signing.

2. Definitions

For the purposes of this Agreement with pertaining appendices, the below terms shall have the following meanings unless otherwise stated or clear from the context:

"Agreement"
This Asset Store Provider Agreement with pertaining appendices.
"Assets"
Assets shall mean (i) software designed in order to facilitate the development of electronic games (ii) content (for example – without limitation – computer graphics, including 3D computer graphics, sounds and music), tutorials and other digital materials created in order to become integrated parts of electronic games and interactive media in accordance with the Union Assets Store Guidelines in force at any time, and distributed via the Union Assets Store.
"Brand Features"
Any trade name, trademark, service mark, logo, domain name, and other distinctive brand feature of each Party, respectively, as owned (or licensed) by such Party from time to time.
"Customer"
Any person, company or other legal entity that will acquire licenses to Assets via the Union Assets Store.
"Incorporated Content"
Content that cannot be extracted from an Asset and used as stand-alone content without the use of reverse engineering tools or techniques, and which is not intended to be further distributed outside of the Asset that contains the Incorporated Content.
"Provider"
Any person, company or other legal entity who has accepted this Agreement by clicking and who is registered and approved by the Union Assets Store to distribute Assets in accordance with the terms of this Agreement.
"Party" or "Parties"
Union Asset and/or Provider
"Payment Processor(s)"
Any party authorized by Union Asset to provide payment processing services for payments from Customers to Union Asset or payments made from Union Assets to Providers for Assets distributed via the Union Assets Store.
"Union Assets"
Union Assets LLC 1601 West 2 St. Apt B2 Brooklyn NY 11223
"Union Assets Store"
The Union Assets Store site operated by Union Assets, where Providers and Union Assets can distribute Assets directly to Customers.

3. Accepting this Agreement

3.1

This Agreement forms a legally binding contract between Provider and Union Assets, in relation to Provider's use of the Union Assets Store to distribute Assets. In order to use the Union Assets Store to distribute Assets, Provider must first agree to this Agreement by checking the box indicating Provider’s acceptance of this Agreement prior to distributing Assets on the Union Assets Store. Provider may not distribute Assets on the Union Assets Store if Provider does not accept this Agreement.

3.2

Any person who enters into this Agreement on behalf of Provider represents and warrants that he has full legal authority to bind Provider.

3.3

Provider expressly accepts and agrees that Union Assets shall be entitled to forward Providers name, address and other contact details to any third Party that reasonably claims that Provider does not have all necessary intellectual property rights, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to Provider's Assets.

4. Pricing and Payments

4.1

This Agreement covers both Assets that Provider chooses to distribute for free and Assets for which Provider charges a fee. All fees for Assets distributed via the Union Assets Store must be processed by the Payment Processor.

4.2

Provider may set the price for Provider's Assets in US Dollars (USD). For practical purposes all prices shall be fixed by Provider at full USD amounts. (For example prices set at 5.99 USD may not be applied). The Union Assets Store may display to Customers the price of Provider's Assets in USD or other currencies that Union Assets may consider expedient. Union Assets may choose to set different prices in other currencies, and shall not be responsible for the accuracy of the prices set, or for currency and conversion rates.

4.3

The prices that Provider sets for Assets or the prices that Union Assets sets in other currencies than USD (cf. clause 4.2), whichever is applicable, will determine the amount of payment Provider will receive. 80 (eighty) percent of the sales price (less any refunds, bank fees related to the transfer to the Provider and less any taxes, levies and VAT or the like) will be remitted by Union Assets to the Provider. The remaining 20 (twenty) percent will be allotted to and retained by Union Assets.

4.3.1

PayPal Accounts Paid Monthly. The parties agree that any balance in favor of Provider will be calculated by Union Assets and made available to Provider via a web page. Union Assets will use reasonable efforts to pay Provider the applicable balance on a monthly basis as long as Provider provides and maintains a valid PayPal account.

4.3.2

Wire Payments Paid Quarterly. If Provider fails to provide a valid PayPal account, Union Assets will pay balances above USD 250 to Provider on a quarterly basis by check or wire payment, less applicable bank fees. However, any such account balance in favor in of Provider of less than 250 USD at the end of a calendar quarter will not be paid. Instead, such balance below 250 USD will be carried forward to the following calendar quarter. In the event that the balance for a period of eight consecutive calendar quarters remains below 250 USD, then Union Assets will pay such balance to Provider, less any bank fees related to the transfer to the Provider. The current applicable bank fees for check or wire payments are set forth in the Asset Store.

4.4

Provider is solely responsible for payment of any taxes, levies and VAT or the like on any payments it receives from Union Assets regardless of which taxing jurisdiction that has the authority to collect such taxes, levies and VAT or the like.

4.5

Provider may also choose to distribute Assets for free. If the Asset is free, Union Assets shall not be entitled to receive the 20 (twenty) per cent listed in Section 4.3 above. Provider may not in the future collect charges from Customers for copies of the Assets that those Customers previously downloaded for free.

4.6 Special Refund Requirements

4.6.1

The Payment Processor's standard terms and conditions regarding refunds will apply except the following terms apply to Provider's distribution of Assets on the Union Assets Store:

4.6.2

Assets that can be previewed by the Customer (such as static pictures): No refund is required or allowed other than Assets that violate this Agreement or are taken down pursuant to this Agreement.

4.6.3

Assets that cannot be previewed by the Customer (such as software): Provider authorizes Union Assets to give the Customer a full refund of the Asset price if the Customer requests the refund within 2 (two) weeks after purchase.

4.6.4

In the event that a Customer returns any Asset and/or receives a refund, all license rights granted herein terminate and under the EULA and the Customer will be instructed to immediately destroy any and all copies contained on any type of media under the control or possession of the Customer.

4.7 Provider Support

4.7.1

Provider will be solely responsible for support and maintenance of Provider's Assets and any complaints about Provider's Assets. Provider's contact information will be displayed in each Asset detail page and made available to Customers for customer support purposes.

4.7.2

Failure to provide adequate support for Provider's Assets may result in low Asset ratings, less prominent Asset exposure, low sales and billing disputes. In the event of disputes for Assets sold for less than 50 USD, Union Assets may at Provider's expense decide that the full purchase price shall be refunded to the Customer and charged back in full to the Provider, in addition to any handling fees charged by the Payment Processor. Chargeback requests for Assets sold at 50 USD or more will be handled in accordance with the Payment Processor's standard policy.

4.8 Reinstalls

4.8.1

Provider acknowledges and agrees that Customers that have licensed an Asset will have the ability to access and download the Asset for as long as the Asset is available on the Asset Store. Customer’s use of the Asset shall remain subject to the EULA.

4.9 Donations

4.9.1

Providers of free Assets may request and accept indirect donations for their work, provided that the following conditions are complied with:

4.9.1.1

Donations shall be handled via the Provider’s own payment transaction system on their own website.

4.9.1.2

Provider's free Assets may not have a special enhanced version of this Asset which Provider markets outside of the Union Asset Store (and thus circumventing the payment in favor of Union Assets, as specified in 4.3 above.

4.9.1.3

Assets themselves may not explicitly mention, prompt or request donations when embedded in a built Union Assets project (executable, browser game, etc.) nor in the editor if it uses editor classes.

4.9.1.4

Donation requests shall be mentioned by use of the text: “donations accepted” on the Asset’s Asset Store page/description itself.

5. Use of the Union Asset Store by Provider

5.1

Except for the license rights granted by Provider in Section 6 below, Union Assets agrees that it obtains no right, title or interest from Provider (or Provider's licensors) under this Agreement in or to any Asset supplied by Provider, including any intellectual property rights which subsist in those Assets.

5.2

Provider agrees to use the Union Asset Store only for purposes that are permitted by (a) this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from United States or other relevant countries).

5.3

Provider agrees that Provider will protect the privacy and legal rights of Customers. If the Customers provide Provider with, or Provider's Assets access or use, Customer names, passwords, or other login information or personal information, Provider must make the Customers aware that the information will be available to Provider, and Provider must provide a legally adequate privacy notice and protection for those Customers. Further, Provider may only use that information for the limited purposes for which the Customer has given Provider permission to do so. If Provider's Assets store personal or sensitive information provided by Customers, it must do so securely and only for as long as it is needed and in full compliance with any applicable law regarding Provider's access or use of such information. But if the Customer has opted into a separate agreement with Provider that allows Provider or Provider's Asset to store or use personal or sensitive information directly related to Provider's Asset then the terms of that separate agreement and any applicable privacy laws will govern Provider's use of such information.

5.4 Prohibited Actions

Provider agrees that Provider will not engage in any activity with the Union Asset Store, including the development or distribution of Assets, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including, but not limited to Customers, Union Assets, payment providers or any network operator.

5.4.1

Provider may not use customer information that Provider has obtained from the Union Asset Store or Customers acquired via the Asset Store to sell or distribute Assets outside of the Union Asset Store.

5.5 Non-Compete

5.5.1

Provider may not use the Union Asset Store to distribute or make available any Asset whose primary purpose is to facilitate the distribution of Assets outside of the Union Asset Store.

5.6

Provider agrees that Provider is solely responsible for (and that Union Assets has no responsibility to Provider or to any third party for) any Assets Provider distributes through the Union Asset Store and for the consequences of Provider's actions (including any loss or damage which Union Assets may suffer) by doing so.

5.7

Provider agrees that Provider is solely responsible for (and that Union Assets has no responsibility to Provider or to any third party for) any breach of Provider's obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Union Assets or any third party may suffer) of any such breach.

5.8 Asset Ratings

5.8.1

The Union Asset Store will allow Customers to rate Assets. Only Customers who download the applicable Asset will be able to rate it. Asset ratings will be used to determine the placement of Assets on the Union Asset Store with higher rated Assets generally given better placement, subject to Union Assets's ability to change placement at Union Assets's sole discretion. Union Assets reserves the right to display Assets to Customers in a manner that will be determined at Union Assets's sole discretion.

5.8.2

Provider's Assets may be subject to ratings to which Provider may not agree. In addition other factors that Union Assets deems relevant such as (but not limited to) commUnion Assets ratings and Provider's history may influence such ratings. Provider may contact Union Assets if Provider has any questions or concerns regarding such ratings.

5.9 Marketing Provider's Assets

5.9.1

Provider will be responsible for uploading Provider's Assets to the Union Asset Store, providing required Asset information to Customers, and accurately disclosing the security permissions necessary for the Asset to function on Customer's equipment. Assets that are not properly uploaded will not be published in the Union Asset Store.

5.9.2

In addition, Provider will be responsible for updating the Assets with new versions on the Union Assets platform.

5.10 Restricted Content

5.10.1

Provider shall not distribute a software development kit to enable the delivery of services without executing a Union Asset Store Services SDK addendum to this Provider Agreement.

5.10.2

Provider agrees that it will not upload, post or otherwise transmit via the Union Asset Store any Asset or other content, which is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to Union Assets or Union Asset Store or Customers. In addition any Asset that Provider distributes on the Union Asset Store must adhere to the Union Asset Store Guidelines in force at any time, provided that in case of conflict between such Guidelines and this Agreement, this Agreement shall govern. While Union Assets does not undertake any legal obligation to monitor the Assets or their content, Union Assets reserves the right to do so, and if Union Assets is notified by Provider or otherwise becomes aware and determines in its sole discretion that an Asset or any portion thereof that Provider has uploaded to the Union Asset Store does not adhere to the Union Asset Store Guidelines in force at any time, then Union Assets shall be entitled to demand that Provider edits and makes such other changes in the Asset, including – but not limited to – changes in materials and descriptions that form part of the Asset, for example with a view to adapt the Asset to the design of the Union Asset Store and to avoid any defects in relation to the design of the Union Asset Store. Finally Union Assets shall itself be entitled to edit and make such changes in the Asset. In addition Assets may be withdrawn from the Union Asset Store at any time without prior notice at Union Assets's sole discretion.

5.10.3

Provider represents and warrants that images and text that are intended to market the Assets that Provider has uploaded to Union Asset Store are truthful, accurate and does not misrepresent the Asset, for example – without limitation – by way of screen shots that do not match the content of the Asset.

5.10.4

Provider represents and warrants that its Assets shall not contain any software licensed under the GNU General Public License or GNU Limited (Lesser) General Public License, or any other license with terms that include a requirement to extend such license to any modification or combined work and provide for the distribution of the combined or modified product’s source code upon demand so that Customer content becomes subject to the terms of such open source license; or (ii) any software that is a modification or derivative of any software licensed under the GNU General Public License, Limited (Lesser) Public License, or license with terms similar thereto so that Customer content become subject to the terms of such open source license.

6. License Grants

6.1

Provider grants to Union Assets a nonexclusive, worldwide, and royalty-free license to: copy, perform, distribute, modify, display, and use the Assets for administrative and demonstration purposes in connection with the operation and marketing of the Union Asset Store and Union Assets's other products.

6.2

Except for the payment of the 70 (seventy) per cent listed in 4.2 above Provider grants to Union Assets a non-exclusive, and royalty-free license to distribute the Assets from the Union Asset Store.

6.3

Union Assets may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this Agreement, provided that such consultants and contractors will be subject to the same obligations as Union Assets. After termination of this Agreement, Union Assets will not distribute Provider's Assets to Customers that have not previously licensed Provider’s Assets, but may retain and use copies of the Assets in order for Union Assets to be able to fulfill any obligations towards Customers that will survive the removal of an Asset from the Union Asset Store (for example reinstalls cf. clause 4.8).

6.4

Provider grants to Union Assets a non-exclusive, worldwide license to any Asset that Provider uploads to the Union Asset Store in any medium now known or hereinafter invented to: (a) reproduce, license, and distribute Provider's Assets on Provider’s behalf; and to publicly perform, publicly display, digitally perform, or transmit for promotional and commercial purposes; (b) create and use samples of the Assets and the contents thereof for the purpose of demonstrating or promoting Provider's Assets or those of the Union Asset Store; (c) use any trademarks, service marks or trade names incorporated in Provider's Asset in connection with Provider material; and (d) use the name and likeness of any individuals represented in Provider’s Asset only in connection with Provider's material.

6.5

Provider agrees that, pursuant to the EULA, it will grant to the Customer who acquires an Asset submitted by the Provider, a non-exclusive, worldwide, license in any medium now known or hereinafter invented to: (a) reproduce, post, modify, promote, license, sell, publicly perform, publicly display, digitally perform, or transmit the Asset for promotional and commercial purposes; (b) use any trademarks, service marks or trade names incorporated in the Asset; and (c) use the name and likeness of any individuals represented in the Asset.

6.6

All Assets that Customers purchase from the Union Asset Store shall be subject to Union Assets's standard EULA attached as Appendix 1, unless otherwise agreed by the parties in writing.

6.7

Provider hereby acknowledges that the applicable EULA for each of the Assets is solely between Provider and the Customer, and Union Assets shall not be responsible for, and shall not have any liability whatsoever under, any EULA or any breach by Provider or any Customer of any of the terms and conditions of any EULA.

6.8

Provider represents and warrants that Provider has all intellectual property rights necessary for Provider to grant Union Assets the rights set forth in this Agreement, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to Provider's Assets. If Provider uses third-party materials, Provider represents and warrants that Provider has the right to distribute the third-party material in the Assets. Provider agrees that Provider will not submit material to Union Asset Store that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including patent, privacy and publicity rights, unless Provider is the owner of such rights or has permission from the rightful owner to submit the material.

7. Brand Features and Publicity

7.1

Each Party shall own all right, title and interest, including without limitation all intellectual property rights, relating to its Brand Features. Except to the limited extent expressly provided in this Agreement, neither Party grants, nor shall the other Party acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the other Party.

7.2

Subject to the terms and conditions of this Agreement, Provider grants to Union Assets and its affiliates a limited, non-exclusive license during the term of this Agreement to display Provider's Brand Features, submitted by Provider to Union Assets, for use solely online or on mobile devices and in either case solely in connection with the distribution and sale of Provider's Assets through the Union Asset Store, or to otherwise fulfill its obligations under this Agreement.

7.3

If Provider discontinues the distribution of specific Assets on the Union Asset Store, Union Assets will, after a reasonable amount of time from receipt of notice, cease use of the discontinued Assets' Brand Features, except as necessary to allow Union Assets to effectuate Section 4.8.

7.4

Nothing in this Agreement gives Provider a right to use any of Union Assets's Brand Features.

7.5 Publicity

7.5.1

In addition to the license granted in Sections 7.1 and 7.3 above, for purposes of marketing the presence, distribution and sale of the Provider's Asset in the Union Asset Store, Union Assets and its affiliates may include Provider's Brand Features, submitted by Provider to Union Assets:

(i) within the Union Asset Store and in any Union Assets-owned online or mobile properties;

(ii) in online or mobile communications outside the Union Asset Store when mentioned along with other Assets from the Union Asset Store;

(iii) when making announcements of the availability of the Asset online or on mobile devices;

(iv) in presentations; and

(v) in customer lists which appear either online or on mobile devices (which includes, without limitation, customer lists posted on Union Assets websites, including the Union Asset Store).

7.5.2

If Provider discontinues the distribution of specific Assets on the Union Asset Store, Union Assets will, after a reasonable amount of time from receipt of notice, cease use of the discontinued Assets' Brand Features for such marketing purposes.

8. Asset Takedowns

8.1 Provider's Takedowns

8.1.1

Provider may remove Provider's Assets from future distribution via the Union Asset Store at any time, but Provider must comply with this Agreement and the Payment Processor's terms of service for any Assets distributed through the Union Asset Store, including but not limited to refund requirements. Removing Provider's Assets from future distribution via the Union Asset Store does not (a) affect the license rights of Customers who have previously purchased or downloaded Provider's Assets, (b) remove Provider's Assets from Customers' equipment or from any part of the Union Asset Store where previously purchased or downloaded Assets are stored on behalf of Customers, or (c) change Provider's obligation to deliver or support Assets or services that have been previously purchased or downloaded by Customers. Notwithstanding the foregoing, in no event will Union Assets maintain on any portion of the Union Asset Store (including, without limitation, the part of the Union Asset Store where previously purchased or downloaded Assets are stored on behalf of Customers) any Asset that Provider has removed from the Union Asset Store and provided written notice to Union Assets that such removal was due to (i) an allegation of infringement, or actual infringement, of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person, (ii) an allegation of defamation or actual defamation, (iii) an allegation of violation, or actual violation, of any third party's right of publicity or privacy, or (iv) an allegation or determination that such Asset does not comply with applicable law.

8.1.2

If Provider removes an Asset from the Union Asset Store pursuant to clauses (i), (ii), (iii) or (iv) of Section 8.1.1, and a Customer purchased such Asset within a year before the date of takedown, at Union Assets's request, Provider must refund to the affected Customer all amounts paid by such Customer for such affected Asset, including the 30 (thirty) per cent that Union Assets has received, cf. Section 4.3 above. Alternatively, Union Assets may elect to deduct and withhold such refund amount from any current Customer balance.

8.2 Union Assets Takedowns

8.2.1

While Union Assets does not undertake any legal obligation to monitor the Assets or their content, Union Assets reserves the right to do so, and, if Union Assets is notified by Provider or otherwise becomes aware and determines in its sole discretion that an Asset or any portion thereof or Provider's Brand Features; (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c) is pornographic, obscene or otherwise violates Union Assets's hosting policies or other terms of service as may be updated by Union Assets from time to time in its sole discretion; (d) is being distributed by Provider improperly; (e) may create liability for Union Assets; (f) is deemed by Union Assets to have a virus or is deemed to be malware, spyware or have an adverse impact on Union Assets; (g) violates the terms of this Agreement or the Asset Store Guidelines; or (h) the display of the Asset is impacting the integrity of Union Assets servers (i.e., Customers are unable to access such content or otherwise experience difficulty), Union Assets may demand that Provider fixes the Asset. In addition Union Assets shall itself be entitled to edit and make changes in the Asset. Finally Union Assets shall be entitled to remove the Asset from the Union Asset Store immediately, or reclassify the Asset at its sole discretion and without any liability. Union Assets reserves the right to suspend and/or bar any Provider from the Union Asset Store at its sole discretion.

8.2.2

In the event that Provider's Assets are removed by Union Assets because it is defective, malicious, infringes intellectual property rights of another person, defames, violates a third party's right of publicity or privacy, or does not comply with applicable law, and a Customer purchased such Asset within a year before the date of takedown: (i) Provider must refund to Union Assets, a sum corresponding to the full purchase price that the Customer has paid for the Asset in question and Union Assets will then repay the full price to the Customer, and (ii) Union Assets may, at its sole discretion, withhold from Provider's future sales the amount in subsection (i) immediately above.

8.2.3

In addition to the reasons specified in Section 8.2.1 Union Assets may remove Assets from the Union Asset Store at Union Assets's sole discretion after providing 30 days’ notice.

9. Provider's Upgrades of Assets

9.1

Provider agrees that Provider will, at no cost to Customers and Union Assets, supply via the Union Asset Store any upgrades or otherwise updated versions of all Assets that a Customer has acquired from the Union Asset Store. For the avoidance of doubt, this does also apply to any Asset that has been distributed for free via the Union Asset Store.

10. Privacy, Information and Confidentiality

10.1

In order to continually innovate and improve the Union Asset Store, Union Assets may collect certain usage statistics from the Union Asset Store, including but not limited to, information on how the Union Asset Store is being used.

10.2

The data collected is examined in the aggregate to improve the Union Asset Store for Customers and Providers and is maintained in accordance with Union Assets's privacy policy in force at any time. To ensure the improvement of Assets, Union Assets may, at its discretion, through provide limited aggregated, anonymous data to the Provider.

10.3

Provider agrees to receive regular email communications from Union Assets regarding the Asset Store.

11. Terminating this Agreement

11.1

This Agreement will continue to apply until terminated by either Provider or Union Assets as set out below.

11.2

Provider may terminate this Agreement by ceasing use of the Union Asset Store and removing any Assets from the Union Asset Store.

11.3

Union Assets may at any time, terminate this Agreement if: (A) Provider breaches the Agreement; (B) Union Assets is required to do so by law; or (C) Union Assets decides to no longer provide the Union Asset Store.

11.4

Upon termination, all of the legal rights, obligations and liabilities that Provider and Union Assets have benefited from, been subject to (or which have accrued over time whilst the Agreement has been in force) or which are expressed to continue indefinitely shall be unaffected by this cessation.

Either party may terminate this Agreement at any time by providing notice to the other party

12. Disclaimer of Warranties

12.1

PROVIDER EXPRESSLY UNDERSTANDS AND AGREES THAT PROVIDER'S USE OF THE ASSET STORE IS AT PROVIDER'S SOLE RISK AND THAT THE Union Asset Store IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

12.2

PROVIDER'S USE OF THE Union Asset Store AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE Union Asset Store IS AT PROVIDERR OWN DISCRETION AND RISK AND PROVIDER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO PROVIDER'S COMPUTER SYSTEM OR OTHER EQUIPMENT OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

12.3

PROVIDER EXPRESSLY UNDERSTANDS AND AGREES THAT Union Assets IS NOT RESPONSIBLE AND LIABLE FOR ANY UNAUTHORIZED USE OF PROVIDERS ASSETS OUTSIDE THE Union Asset Store INCLUDING – WITHOUT LIMITATION – ANY SALE OR OTHER KIND OF DISTRIBUTION OF ASSETS FROM PIRATE WEB SITES OR THE LIKE. Union Assets EXPRESSLY DISCLAIMS ANY SUCH LIABILITY.

12.4

Union Assets FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

13. Limitation of Liability

13.1

PROVIDER EXPRESSLY UNDERSTANDS AND AGREES THAT Union Assets AND ITS SUBSIDIARIES, HOLDING COMPANIES AND OTHER AFFILIATES TOTAL LIABILITY FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE TERMS WILL BE LIMITED TO THE AMOUNTS PAID TO PROVIDER BY Union Assets IN THE PAST SIX MONTHS FOR THE ASSETS RELATING TO THE DISPUTE. IN NO EVENT WILL Union Assets OR ITS SUBSIDIARIES, HOLDING COMPANIES AND OTHER AFFILIATES SHALL BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE ASSET STORE OR ANY ASSETS DOWNLOADED OR OTHERWISE OBTAINED FROM THE Union Asset Store, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT Union Assets HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

14. Indemnifications

14.1

To the maximum extent permitted by law, Provider agrees to defend, indemnify and hold harmless Union Assets, its affiliates and their respective directors, officers, employees and agents, from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) Provider's use of the Union Asset Store in violation of this Agreement, (b) Provider's Assets that infringe any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defame any person or violate their rights of publicity or privacy or (c) Provider’s delivery of any services to Customers.

14.2

To the maximum extent permitted by law, Provider agrees to defend, indemnify and hold harmless the applicable Payment Processors (which may include Union Assets and/or third parties) and the Payment Processors' affiliates, directors, officers, employees and agents from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from taxes related to Provider's distribution of Assets distributed via the Union Asset Store.

15. Changes to the Agreement

15.1

Union Assets may make changes to this Agreement at any time by posting a revised Agreement in Union Asset Store.

16. General Legal Terms

16.1

This Agreement constitutes the whole legal agreement between Provider and Union Assets and governs Provider's use of the Union Asset Store, and completely replaces any prior agreements between Provider and Union Assets in relation to the Union Asset Store.

16.2

Provider agrees that if Union Assets does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Union Assets has the benefit of under any applicable law), this will not be taken to be a formal waiver of Union Assets's rights and that those rights or remedies will still be available to Union Assets.

16.3

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.

16.4

Provider acknowledges and agrees that each member of the group of companies to which Union Assets belongs shall be third party beneficiaries to this Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to this Agreement.

16.5

EXPORT RESTRICTIONS. ASSETS ON THE ASSET STORE MAY BE SUBJECT TO EXPORT LAWS AND REGULATIONS. PROVIDER MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO PROVIDER'S DISTRIBUTION OR USE OF ASSETS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS AND CUSTOMERS.

16.6

The rights granted in this Agreement may not be assigned or transferred by Provider without the prior written approval of Union Assets and Provider shall not be permitted to delegate its responsibilities or obligations under this Agreement without the prior written approval of Union Assets. The rights granted in this Agreement may be assigned or transferred by Union Assets without Provider's prior approval. In addition Union Assets shall be permitted to delegate its responsibilities or obligations under this Agreement without Provider's approval.

16.7

This Agreement, and Provider's relationship with Union Assets under this Agreement, shall be governed by the laws of United States without regard to its conflict of laws provisions. Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by simplified arbitration arranged by The Danish Institute of Arbitration in accordance with the rules of simplified arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. Notwithstanding this, Provider agrees that Union Assets shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

16.8

The obligations in Sections 6, 7.1 (solely as necessary to permit Union Assets to effectuate Section 4.8), 8, 12, 13, 14, and 16 will survive any expiration or termination of this Agreement.

APPENDIX 1 - ASSET STORE END USER LICENSE AGREEMENT

1. Parties to the Agreement/ The Subject Matter of the Agreement:

1.1

This Union Asset Store End User License Agreement (hereinafter referred to as “EULA”) is a non-exclusive, legally binding end user license agreement between any individual or a single entity (“END-USER”) that acquires an Asset from the Union Asset Store and either (i) Union Assets LLC 1601 West 2 St. Apt B2

Brooklyn NY 11223, United States (“Licensor” or "Union Assets"), or as the case may be (ii) any third party (“Provider”) that distributes its Assets from the Union Asset Store. Consequently, this EULA shall apply regardless of whether a purchased Asset is produced by Union Assets or by a Provider ("Licensor"). This EULA is therefore a non-exclusive, legally binding end user license agreement as the case may be between either (i) Union Assets and END-User (in which case the term "Licensor" shall refer to Union Assets), or (ii) Provider and End User (in which case the term "Licensor" shall refer to Provider).

1.2

By installing, copying, accessing, downloading or otherwise using the Assets, End User agrees to be bound the provisions of this EULA. All definitions of the Terms shall also apply in this EULA unless the context clearly provides for a different understanding.

1.3

The subject matter of this EULA is the licensing to END-USER of any Asset acquired by End User from the Union Asset Store. The Assets are licensed, not sold.

1.4

END USER hereby acknowledges that in the event it acquires an ASSET which in the Union Asset Store is marked as an Asset which is distributed by Provider (as opposed to Union Assets), then Provider shall be considered as Licensor of such Asset and, consequently, only Provider (as opposed to Union Assets) shall be responsible for any liability whatsoever under, any EULA or any breach by Provider, including (without limitation) liability for infringement of any intellectual property rights, irrespective of the fact that payment takes place to Union Assets.

2. END-USER's Rights and Obligations

2.1

END-USER may use the licensed Assets only for their intended purpose.

2.2

Licensor grants to the END-USER a non-exclusive, worldwide, and perpetual license to the Asset to integrate Assets only as incorporated and embedded components of electronic games and interactive media and distribute such electronic game and interactive media. Except for game services software development kits (“Services SDKs”), END-USERS may modify Assets. END-USER may otherwise not reproduce, distribute, sublicense, rent, lease or lend the Assets. It is emphasized that the END-USERS shall not be entitled to distribute or transfer in any way (including, without, limitation by way of sublicense) the Assets in any other way than as integrated components of electronic games and interactive media. Without limitation of the foregoing it is emphasized that END-USER shall not be entitled to share the costs related to purchasing an Asset and then let any third party that has contributed to such purchase use such Asset (forum pooling).

2.3

EXCEPT FOR EDITOR EXTENSION ASSETS, END-USER is granted a license to install and use Assets on an unlimited number of computers provided that these computers are either all (i) physically located at a single physical location ("Site") belonging to END-USER, or (ii) laptops belonging to END-USER which have been made available by END-USER to its employees that are employed at the same Site provided all such computers have appropriately licensed Union Assets software installed. Consequently, any Asset may only be used at particular Site or on computers assigned to END-USER's employees employed at the same Site and may only be moved to another Site subject to prior written approval from Licensor. THIS CLAUSE 2.3 DOES NOT APPLY TO ASSETS THAT IN THE Union Asset Store ARE CATEGORIZED UNDER THE HEADING "EDITOR EXTENSIONS."

2.4

Editor Extensions: END-USER is granted a license to install and use any Assets which are categorized in the Asset Store as "Editor Extensions" only on one (1) computer. For the avoidance of doubt, Editor Extension Assets are licensed on a per computer basis may not be shared or used concurrently on different computers.

2.5

Game Services SDKs: If END-USER downloads and integrates Services SDKs, END-USER may be required to accept a Licensor end user agreement and/or additional Licensor terms and conditions to use such services.

2.6

END-USER shall pay for the license to the Assets in accordance with the payment process provided in the Asset Store. END USER shall provide customary billing and tax information such as name, billing address, credit card information and VAT number (for EU residents). END USER agrees to pay for all purchases hereby authorizes the collection of such amounts including applicable taxes by charging the credit card provided, either directly by Union Assets or indirectly, via a third party online payment processor. VAT numbers cannot be added or changed after the purchase is completed. If you are directed to a third party payment processor, you may be subject to terms and conditions governing use of that third party’s service and that third party’s Privacy Policy. Please review such third party’s terms and conditions and privacy policy before using the services. All sales are final and there shall be no refunds except as required by law.

2.7

Some components of Assets (whether developed by Union Assets or third parties) may also be governed by applicable open source software licenses. In the event of a conflict between the applicable EULA and any such open source licenses, the open source software licenses shall prevail with respect to those components.

3. Licensor’s Rights and Obligations

3.1

Licensor shall render support services to END-USER only in the event a special agreement to this effect has been entered into.

4. Termination

4.1

Without prejudice to any other rights, Licensor may terminate this EULA if END-USER fails to comply with the terms and conditions of this EULA and the Terms.

4.2

END-USER may terminate END-USER’s license at any time.

4.3

In the event that Union Assets at its discretion or as a result of a decision made by any competent court or authority makes a refund to END-USER of the fees paid for any Asset, then this EULA shall terminate for such Asset.

4.4

In the event of termination of this EULA, all license rights granted herein terminate and END-USER shall immediately destroy any and all copies of the Assets contained on any type of media under the control of END-USER and confirm such destruction in writing to LICENSOR.

5. Duplication Rights/Back Up Copy

5.1

END-USER may not make copies of the Assets, except and only to the extent that such activity is expressly permitted under mandatory statutory applicable law. In addition Licensor acknowledges that copies of the Assets may be made when the Assets have been integrated as parts of electronic games and interactive media, cf. Section 2.3 above.

5.2

After installation of one copy of the Asset pursuant to this EULA, END USER may keep the original copy of the Asset solely for back up or archival purposes.

6. Reverse Engineering, Decompilation, and Disassembly

6.1

Except for Services SDKs, END USER may modify assets. END USER shall not reverse engineer, decompile, or disassemble Services SDKs, except and only to the extent that such activity is expressly permitted under mandatory statutory applicable law.

7. Trademarks

7.1

This EULA does not grant END-USER any rights in connection with any trademarks or service marks of Licensor, Provider or Licensor's other suppliers.

8. Upgrades and Support

8.1

Assets identified as upgrades replace and/or supplement the licensed Assets.

8.2

Licensor may at its own discretion from time to time provide upgrades of the Assets to END USER without requesting further payment. Irrespective hereof END-USER is only entitled to licenses to upgrades if END-USER has entered into an Upgrade Agreement with Licensor. END-USER may use the upgraded Assets only in accordance with the terms of this EULA.

8.3

END-USER is only entitled to support if END-USER has entered into a Support Agreement with Licensor.

9. Copyright

9.1

The Assets are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

9.2

All title and intellectual property rights in and to the Assets (including but not limited to any software, images, photographs, animations, graphics, 3D graphics, video, audio, music, text, tutorials, and “applets” incorporated into the Assets), the accompanying printed materials, and any copies of the Assets are owned by Licensor. All rights not expressly granted are reserved by Licensor.

10. Disclaimer of Warranties

10.1

END-USER UNDERSTANDS AND ACCEPTS THAT PRIOR TO PLACING ANY ASSET ON THE Union Asset Store, Union Assets DOES NOT UNDERTAKE ANY LEGAL OBLIGATION TO MONITOR, PRE-SCREEN, REVIEW, FLAG, FILTER, MODIFY, REFUSE OR REMOVE ANY ASSET OR THEIR CONTENT FROM THE Union Asset Store. CONSEQUENTLY, END-USER EXPRESSLY UNDERSTANDS AND AGREES THAT ITS USE OF THE ASSETS IS AT END-USER'S SOLE RISK AND THAT THE ASSETS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN PARTICULAR, LICENSOR, ITS SUBSIDIARIES, HOLDING COMPANIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO END-USER THAT:

(A) END-USER'S USE OF THE ASSETS WILL MEET END-USER'S REQUIREMENTS,

(B) END-USER'S USE OF THE ASSETS WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

(C) ANY INFORMATION OBTAINED BY END-USER AS A RESULT OF END-USER'S USE OF THE ASSETS WILL BE ACCURATE OR RELIABLE, AND

(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO END-USER AS PART OF THE ASSETS WILL BE CORRECTED.

10.2

END-USER'S USE OF ANY ASSETS IS AT END-USER'S OWN DISCRETION AND RISK AND END-USER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO END-USER'S COMPUTER SYSTEM, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

10.3

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES TERMS OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES TERMS AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO ANY ASSETS.

10.4

NONE OF THE ASSETS ARE INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER SUCH ACTIVITIES IN WHICH CASE THE FAILURE OF THE ASSETS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

11. Limitation of Liability

11.1

LICENSOR AND ITS SUBSIDIARIES, HOLDING COMPANIES AND OTHER AFFILIATES TOTAL LIABILITY TO END-USER FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE TERMS WILL BE LIMITED TO THE AMOUNTS PAID TO END-USER BY END-USER IN THE PAST SIX MONTHS FOR THE ASSETS RELATING TO THE DISPUTE. IN NO EVENT WILL LICENSOR OR ITS SUBSIDIARIES, HOLDING COMPANIES AND OTHER AFFILIATES SHALL BE LIABLE TO END-USER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE ASSET STORE OR ANY ASSETS DOWNLOADED OR OTHERWISE OBTAINED FROM THE Union Asset Store, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

11.2

END-USER EXPRESSLY UNDERSTAND AND AGREE THAT LICENSOR, ITS SUBSIDIARIES, HOLDING COMPANIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO END-USER FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY END-USER, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

(I) ANY RELIANCE PLACED BY END-USER ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN END-USER AND LICENSOR OR ANY, DEVELOPER, ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS IN THE ASSETS OR ON THE Union Asset Store;

(II) ANY CHANGES WHICH LICENSOR MAY MAKE TO THE ASSETS OR ON THE Union Asset Store, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE Union Asset Store OR THE ASSETS (OR ANY FEATURES WITHIN THE ASSETS);

(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH END-USER'S USE OF THE ASSETS;

(IV) END-USER'S FAILURE TO PROVIDE Union Assets WITH ACCURATE ACCOUNT INFORMATION;

11.3

NOTHING IN THE TERMS EXCLUDES THE LIABILITY FOR LICENSOR, ITS SUBSIDIARIES OR AFFILIATES FOR: (I) DEATH AND PERSONAL INJURY CAUSED BY NEGLIGENCE; (II) FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LIABILITY WHICH CANNOT BE LIMITED BY APPLICABLE LAW.

12. Export Restrictions

12.1

Assets available on the Union Asset Store may be subject to laws, administrative regulations and executive orders of those authorities responsible according to any applicable laws relating to the control of imports and exports of the Assets (“Export Laws”). You agree to comply with all applicable Export Laws and you shall not export or re-export directly or indirectly (including via remote access) any part of the Assets to any country to which a license is required under the Export Laws without first obtaining a license.

13.Venue and Applicable Law

13.1

This EULA and END-USER's relationship with Licensor under this EULA, shall be governed by the laws of United States without regard to its conflict of laws provisions. Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by simplified arbitration arranged by The Danish Institute of Arbitration in accordance with the rules of simplified arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. Notwithstanding this, Provider agrees that Licensor shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.