​THIS W4 CONSOLES PREMIUM SERVICES AGREEMENT (this "Agreement") sets forth the terms of the agreement between W4 Games Europe Limited (“W4 Games”) and the service recipient (the “Service Recipient”).  Each of W4 Games and the Service Recipient is referred to in this Agreement as a “Party” and collectively as the “Parties”.

R E C I T A L S

A. The Service Recipient has a W4 Consoles “Pro” tier license or is a W4 Consoles Enterprise service client (each, a “Qualified Service Recipient”).

B. To facilitate its use of W4 Consoles, Service Recipient wishes to contract special support services from W4 Games.

C. W4 Games offers premium support in connection with W4 Consoles to Qualified Service Recipients.

D. Subject to the terms and conditions of this Agreement, the Service Recipient desires to engage W4 Games to provide premium support services to the Service Recipient, and W4 Games is willing to provide such services, on the following terms and conditions.

A G R E E M E N T

In consideration of the covenants and obligations hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. Provision of Services

During the term of this Agreement, W4 Games shall provide premium support (“Premium Support”) to the Service Recipient. 

Premium Support involves the provision of a dedicated, interactive portal through which members of W4 Games team will respond to questions of the Service Recipient regarding:

​(i) W4 Consoles features and their usage;

​(ii) integrating the Service Recipient’s game with W4 Consoles; or 

​(iii) technical issues or obstacles regarding W4 Consoles.

As part of Premium Support, W4 Games may also suggest or assist with workarounds regarding issues raised by the Service Recipient in connection with W4 Consoles.

For the avoidance of doubt, the Premium Support does not include answering questions or work regarding:

​(i) debugging or modification of Service Recipient game files;

​(ii) video game optimization;

​(iii) game porting; 

​(iv) general advisory support regarding Godot; or

​(v) advice regarding third party software products.

If these services are requested, they must be agreed by the Parties in a separate agreement. 

2. Premium Support Portal

Premium Support will be provided via a dedicated portal (the “Premium Support Portal”). On the Premium Support Portal, Service Recipient can ask questions regarding the issues set forth in Section 1 of this Agreement and receive answers via a ticket-based support system.

3. Premium Support Period and Response Time

The Service Recipient may receive a maximum of 30 (thirty)  hours of Premium Support per year.  Notwithstanding the foregoing, W4 Games may, but shall not have the obligation, to provide additional Premium Support to the Service Recipient as long as the requests are reasonable and W4 Games has the necessary personnel to address the requests.

W4 Games shall strive to respond to all requests for Premium Support as quickly as reasonably possible given the number of outstanding Premium Support requests, the complexity of the request and available personnel to answer requests.

4. Premium Support Fee

In consideration of the provision of Premium Support, the Service Recipient shall pay W4 Games a total of US $7,000 (seven thousand US Dollars) per year.   

5. Term and Termination.

(a) The term of this Agreement will commence on the Effective Date and shall have a term of one year, unless extended by the Parties in writing or terminated in accordance with another provision in this section of the Agreement.  

(b) This Agreement may be terminated by either Party upon written notice to the other if the other Party has breached any warranty, covenant or obligation set forth herein and has not fully cured such breach within thirty (30) days after such Party has given such other Party written notice of such breach. 

(c) Upon termination of this Agreement, the Service Recipient shall remain liable for any unpaid fees owing to W4 Games at the effective date of termination.  This Section shall survive any termination or expiration of this Agreement.

6. Confidential Information.  The Parties agree that all confidential information shall be protected as set forth in the Confidentiality Agreement executed by the Parties.  

7. Independent Contractor. In providing Premium Support under this Agreement, W4 Games in all respects and at all times shall act as an independent contractor to the Service Recipient.   Nothing contained herein shall be construed so as to create an agency relationship, a partnership or a joint venture between the Service Recipient and W4 Games.  

8. Warranties; Exclusion of Consequential Damages.  

(a) W4 Games represents and warrants to the Service Recipient that:

​(i) W4 Games has full power and authority to enter into and fulfill the terms of this Agreement, which is the binding obligation of W4 Games enforceable in accordance with its terms.  

​(ii) W4 Games is not currently bound by any employment, services or other agreement, restriction or obligation, nor will it enter into any agreement or assume any obligations or restrictions, which in any way interfere or are inconsistent with the Premium Support to be furnished hereunder.

​(iii) W4 Games will comply with all laws and regulations applicable to the provision of Premium Support, and W4 Games will obtain all permits and licenses required to comply with such laws and regulations.

​(iv) The Premium Support shall be performed by qualified and trained personnel who are competent to perform the specific Services assigned to such personnel by W4 Games and shall be performed in a professional manner.

(b)  EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN SECTION 6(a), W4 GAMES DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH REGARD TO ANY PREMIUM SUPPORT PROVIDED HEREUNDER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR ANY CLAIM FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, EVEN IF A PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.  

9. Indemnification.  Each Party (the “Indemnifying Party”) agrees to indemnify and hold harmless the other Party and any of such other Party’s affiliated companies, officers, directors, managers, employees, owners, agents and attorneys (each of the foregoing being hereinafter referred to individually as an "Indemnified Party"), from and against any and all claims, actions or proceedings asserted by a third party and all losses, expenses and liabilities, including reasonable attorneys' fees and costs, resulting therefrom (collectively, the "Claims"), that (i) are attributable to the negligence of the Indemnifying Party or (ii) arise out of any breach by the Indemnifying Party of any covenant, warranty or representation made by the Indemnifying Party under this Agreement.  

10. Intellectual Property Rights.  The Parties agree that the intellectual property rights in any deliverable or work product by W4 Games in connection with the Premium Support provided by W4 Games hereunder shall be allocated as follows: 

​(i) All intellectual property created by W4 Games shall be and remain the sole and exclusive property of W4 Games; 

​(ii) All intellectual property created by the Service Recipient shall be the sole and exclusive property of the Service Recipient;

​(iii) Without limiting the generality of the foregoing, the Service Recipient agrees and acknowledges that W4 Games is not providing and will not provide the Service Recipient with ownership rights of any element of the Godot Engine, which is licensed subject to the terms of the MIT license.

11. Miscellaneous

​(a) Severability.  In the event any provision, term or clause in this Agreement is judged to be inoperative, unenforceable, invalid or null and void, it shall only affect that particular provision, term, or clause without affecting the remaining provisions of this Agreement.

​(b) Waiver.  No waiver of any breach of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provisions hereof.  No such waiver shall be effective unless in writing and then only to the extent expressly set forth in writing.  All remedies available to either Party for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.

​(c) Entire Agreement.  This Agreement, including the Confidentiality Agreement executed by the Service Recipient, constitute the entire and exclusive agreement between W4 Games and the Service Recipient concerning the subject matter herein and therein, and supersede any prior or contemporaneous oral or written agreements or understandings.

​(d) Modifications.  No modifications to this Agreement shall be effective unless in writing and signed by both Parties.

​(e) Successors; No Third-Party Beneficiary.  This Agreement shall be binding on and inure to the benefit of the respective successors, assigns, and personal representatives of the Parties.  This Agreement is not intended to create any rights or remedies in favor of any person who is not a signatory to this Agreement (other than any Indemnified Party under Section 9), or in any way create any third-party beneficiary rights or remedies.

​(f) Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.  Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

​(g) Expenses.  Each Party shall bear its own legal and other professional expenses in connection with the preparation, negotiation and execution of this Agreement.

​(h) Applicable Law and Dispute Resolution.  This Agreement shall be governed by the internal laws of Ireland, without giving effect to conflict-of-laws principles thereof.  The Parties agree that, in the event of a dispute, they shall try to resolve the dispute in good commercial faith.  If the Parties cannot resolve the dispute within 30 (thirty) days, the Parties agree that the courts of Ireland shall have exclusive jurisdiction to resolve the dispute.

​(i) The Parties agree that any invoice to be issued by W4 Games may be issued by W4 Games Limited.