Terms & Conditions

These Terms and Conditions (“Terms”) are effective upon signature (“Effective Date”), by and between Nodecraft, Inc., a Delaware corporation (“Company”), and the entity or individual identified in the signature of the agreement (hereinafter “Customer”). Company and Customer shall collectively be referred to herein as “Parties”.  

1. Scope of these Terms‍

Company hereby agrees to grant Customer a limited, one-time opportunity to participate in its selective revenue-sharing promotion reserved for certain customers of the Company (the “Promotional Program”).  The Promotional Program is available for studios and customers who launch on the Company’s platform during the Promotional Period (defined below) and comply with the requirements set forth in these Terms. Unless Company grants an exception in writing, only GDC attendees shall be permitted to participate in the Promotional Program.

2. Term

The Promotional Program offered herein shall be available up and through September 30, 2024 (the “Promotional Period”).  If a customer has not opted into the Promotional Program on or before the expiration of the Promotional Period, such customer cannot take advantage of the opportunity described herein.

Once a Customer has opted into the Promotional Program, the promotion and rights herein shall terminate upon the earlier of (i) eighteen (18) months from the date the Customer opted into the Promotional Program, (ii) upon the date in which the Customer receives $50,000 in total revenue generated from the Nodecraft Studio, (iii) upon the date in which the Company terminates these Terms with respect to a Customer due to Customer’s default under these Terms, or (iv) upon the date in which the Customer terminates these Terms due to Company’s default under this Terms (the “Term of Promotion”).  

Any termination must be communicated to the other Party in writing. Either Party may terminate these Terms immediately in the event either party is in breach of these Terms provided the party in breach fails to cure such breach within five (5) business days written notice. Company shall be under no obligation to pay Customer any amount not already earned pursuant to these Terms, or upon the effective date of any expiration or termination of these Terms; provided all sums that have been earned but not yet paid out by the Company shall still be paid out to Customer after these Terms are terminated.  

3. No Franchise or Business Opportunity Agreement

The Parties to these Terms are independent contractors and nothing in these Terms shall be deemed or constructed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity between Company and Customer. Neither Party, by virtue of these Terms, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other Party. Each Party assumes responsibility for the actions of their personnel under these Terms and will be solely responsible for their supervision, daily direction and control, wage rates, withholding income taxes, disability benefits, or the manner and means through which the work under these Terms will be accomplished. Except as provided otherwise in these Terms, Customer has the sole discretion to determine Customer’s methods of operation, accounting practices, the types and amounts of insurance Customer carries, Customer’s personnel practices, Customer’s advertising and promotion, Customer’s customers, and Customer’s service areas and methods. If any provision of these Terms is deemed to create a franchise relationship between the Parties, then Company may terminate these Terms immediately.  

4. Integration Procedures and Terms

The following procedures shall be adhered to by Customer as part of the Promotional Program.  Customer acknowledges and agrees that payment to Customer hereunder is expressly conditioned upon strict compliance with these procedures and rules.

(a) The Customer shall integrate and launch Nodecraft Studio within Customers game(s) via either the Unreal Engine 5 Nodecraft Plugin or by using the Nodecraft Studio API.  

(b) The Customer shall launch its game(s) to the public within eighteen (18) months from the date Customer opts into the Promotional Program.  

(c) The Customer shall maintain, update and promote the integration herein during the entire Term of Promotion (as set forth above in Section 2 above).  As used herein, “integration” refers to the usage of either the Unreal Engine 5 Nodecraft Plugin or use of the Nodecraft Studio API, “maintain” means that Customer ensures the integration is functioning without reasonable modification that maintains original functionality, “update” means that the Customer uses the latest updates to the Unreal Engine 5 Nodecraft Plugin and sends data to reflect the latest version of the Nodecraft Studio API within one hundred twenty (120) days of release by Company, and “promote” means that Customer uses commercially reasonable efforts to promote the partnership in-game and across all social media platforms.  

(d) The integration shall be made available to the end users from the default game menu.  

5. Intellectual Property Rights and Ownership

Subject to the express rights and licenses granted by Company in these Terms, Customeracknowledges and agrees that: (i) any and all Company Intellectual Property Rights (defined below) are the sole and exclusive property of Company or its licensors; (ii) Customer shall not acquire any ownership interest in any of Company’s Intellectual Property Rights under these Terms; (iii) any goodwill derived from the use by Customer of Company’s Intellectual Property Rights inures to the benefit of Company or its licensors, as the case may be; (iv) if Customer acquires any Intellectual Property Rights in or relating to any product or service (including any product or service of Company) purchased under these Terms(including any rights in any trademarks, derivative works or patent improvements relating thereto), by operation of law, or otherwise, these rights are deemed and are hereby irrevocably assigned to Companyor its licensors, as the case may be, without further action by either Party; and (v) Customer shall use Company’s Intellectual Property Rights solely for the purposes of performing its obligations under these Terms and only in accordance with these Terms and the instructions of Company.

As used herein, “Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (a) patents; (b) trademarks; (c) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website, and URLs; (d) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all industrial and other intellectual property rights, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the laws of any jurisdiction throughout in any part of the world.

With respect to the Intellectual Property Rights, Customer shall not: (i) take any action that may interfere with any of Company’s rights in or to its Intellectual Property Rights, including Company’s ownership or exercise thereof; (ii) challenge any right, title, or interest of Company in or to its Intellectual Property Rights; (iii) make any claim or take any action adverse to Company’s ownership of its Intellectual Property Rights; (iv) register or apply for registrations, anywhere in the world, for Company’s trademarks or any other trademark that is similar to Company’s trademarks or that incorporates Company’s trademarks in whole or in confusingly similar part; (v) use any mark, anywhere, that is confusingly similar to Company’s trademarks; (vi) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the products purchased under these Terms (including Company’s products and services) or any Company trademark; (vii) misappropriate any of Company’s  trademarks for use as a domain name without prior written consent from Company; and (viii) alter, obscure, or remove any of Company’s trademarks or trademark or copyright notices or any other proprietary rights notices placed on the products purchased under these Terms (including Company’s products and services), marketing materials, or other materials that Company may provide.

Notwithstanding anything to the contrary herein, the Company hereby grants the Customer a non-exclusive license to display and use Company’s Intellectual Property Rights in furtherance of the Promotional Program and these Terms.

6. Payment Terms

For the Promotional Program and during the Term of Promotion, the Customer shall be entitled to receive one hundred percent (100%) of revenue generated through the Nodecraft Studio.  Thereafter, upon the termination of the Term of Promotion, the percentage of revenue generated through the Nodecraft Studio due to the Customer shall be twelve percent (12%) unless the parties previously entered into an agreement for a different rate.

7. Non-Solicitation/Non-Circumvention

(a) The parties agree that, for as long as these Terms have not been terminated and for twelve (12) months following termination of these Terms, the Customer (including its officers, directors, affiliates, contractors and employees) shall not induce or attempt to persuade any employee or contractor of Company to terminate his or her employment relationshipwith the Company.

(b) Except as expressly permitted by these Terms, the Customer shall not, during the Term of Promotion or at any time following termination of these Terms, make use of any list of Company’s customers, clients or strategic business partners or otherwise divulge any trade secrets or other Confidential Information of Company. Further, Customer shall not urge any end user of the Company to discontinue, in whole or in part, such relations or business with Company, or discourage the continuation thereof.  

8. Indemnification, Limitation of Liability and Disclaimer of Warranties

Customer (“Indemnifying Party”) shall, to the extent caused by the Customer’s negligent act or omission, defend, indemnify and hold harmless the Company, their Affiliates and their respective directors, shareholders, employees and officers (collectively, “Indemnified Parties”) from and against all claims, losses, liabilities (including negligence, tort and strict liability), damages, judgments, suits and all legal proceedings, and any and all costs and expenses in connection therewith (including any interest, penalties, fines and reasonable legal fees and disbursements) (individually, a “Claim” or collectively, “Claims”) arising out of or in any manner connected with Customer’s participation in the Promotional Program, any breach of these Terms or of any representation, warranty, covenant or other obligation of the Indemnifying Party contained herein.

EXCEPT FOR OBLIGATIONS UNDER THE CONFIDENTIALITY AND NONDISCLOSURE SECTION(S) OF THESE TERMS, COMPANY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL NOT EXCEED THE COMPENSATION PAID TO CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID TO CUSTOMER HEREUNDER. IN NO EVENT SHALL COMPANY HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NEITHER COMPANY NOR ANY PERSON ON COMPANY'S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO COMPANY’S PRODUCTS AND SERVICES, INCLUDING ANY WARRANTIES OF: (i) MERCHANTABILITY (ii) FITNESS FOR A PARTICULAR PURPOSE (iii) TITLE (iv) NON-INFRINGEMENT OR (v) PERFORMANCE OF PRODUCTS OR SERVICES TO STANDARDS SPECIFIC TO THE COUNTRY OF USE, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY COMPANY, OR ANY OTHER PERSON ON COMPANY'S BEHALF. THESE WARRANTY DISCLAIMERS SHALL APPLY TO ALL END USERS OF COMPANY’S PRODUCTS AND SERVICES AND IT IS CUSTOMER’S OBLIGATION TO MAKE ITS END USERS AWARE OF THE SAME.

9. Nondisclosure

The parties agree that “Confidential Information” means any information disclosed by the disclosing party to the receiving party, either directly or indirectly, in writing, orally, or by inspection of tangible objects (including without limitation documents, prototypes, samples, equipment, customer lists or other customer information not known to the public), which is designated as “Confidential,” “Proprietary,” or some similar designation, or is the type of information which should be reasonably be recognized as Confidential or Proprietary. Confidential Information shall not, however, include any information which (a) is already publicly known and generally available in the public domain at the time of disclosure by the disclosing party; (b) becomes publicly known and generally available after disclosure by the disclosing party to the receiving party through no act or omission of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party, as evidenced by the receiving party’s contemporaneous written records; (d) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; or (e) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.  

All Confidential Information disclosed by either party to the other pursuant to these Terms is and will be disclosed to it in confidence solely for its use in its performance hereunder. Each party agrees to keep such information secret and confidential indefinitely and not to disclose it to any other person or use it during the term of these Terms or after its termination except in carrying out its obligations hereunder or in response to obligations imposed by law, or order of a court or regulatory body. Customer shall not disclose the terms and conditions of these Terms to any person or entity without the prior written consent of Company.

10. Prohibited Acts

Notwithstanding anything to the contrary in these Terms, neither Customer nor Customer’spersonnel shall:

(a)​Make any representations, warranties, guarantees, indemnities, similar claims, or other commitments: (i) actually, apparently, or ostensibly on behalf of Company, or (ii) to any end user regarding Company’s products or services, which representations, warranties, guarantees, indemnities, similar claims, or other commitments are additional to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, similar claims, or other commitments in these Terms or any written documentation provided by Company to Customer;

(b)​engage in any unfair, competitive, misleading, or deceptive practices respecting Company, Company’s trademarks or the products or services of Company, including any product disparagement or "bait-and-switch" practices; or

(c)​sell, either directly or indirectly, or assign or transfer, any Company product or service to any person when Customer knows or has reason to suspect that the person may resell any or all of such products or services to a third party, including any third party reseller or distributor.

11. General

(a) These Terms shall be construed in accordance with the laws of the State of Oklahoma, without reference to its provisions regarding conflicts of laws. Any dispute directly or indirectly relating to these Terms shall be resolved by mediation, or that failing, by arbitration with one arbitrator selected by the American Arbitration Association and familiar with the subject-matter of the dispute and shall be conducted pursuant to the Federal Arbitration Act.  

(b) These Terms embody the complete understanding of the parties and may be amended or modified only in writing signed by both parties. There are no other agreements or undertakings, written or oral, in effect between the parties relating to the subject matter hereof.

(c) The waiver of one breach or default hereunder shall not constitute the waiver of any subsequent breach or default. Any failure by either party to enforce any provision herein shall not be deemed a waiver of such provision, and any such provision shall be and remain in full force and effect.

(d) Should any of the provisions of these Terms be declared invalid, such invalidity will not affect the remaining provisions herein. The parties agree that they will replace an invalid provision with a new provision which closely approximates the lawful intent of the invalid provision.

(e) Customer may not assign any of its rights, or delegate any of its duties or obligations hereunder without the prior written consent of Company.  Company may assign its rights hereunder without Customer’s prior consent.  

(f) These Terms shall be subject to, and the parties will perform their obligations hereunder in accordance with (i) all applicable existing and future laws; and (ii) all applicable rules and regulations of any governmental authority.

(g) Customer shall have no authority to bind, commit, or otherwise sign any agreement on behalf of Company, without the prior written consent of Company.

(h) Customer shall advise all prospective and actual customers of Company that any sale is (i) subject to approval of Company, and (ii) shall not be final and/or binding until such a time that Company accepts the sale. The parties reserve the right to reject any order submitted by Customer.

(i) Neither party shall be deemed in default of these Terms if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage, or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party.