License and Reseller Agreement

By accepting this Licensed Reseller Agreement (this "Agreement"), you accept and agree to be bound by its terms, which form a legally binding agreement between you ("Studio" or "you") and the licensed reseller, a limited liability company jointly owned by BoltPlay LLC and Studio (“Licensed Reseller”). Studio and Licensed Reseller are referred to herein individually as a "Party" and collectively as the "Parties".

Prior to the Licensed Reseller’s formation, BoltPlay LLC is the counterparty solely for the purpose of effecting this Agreement. Immediately upon the Licensed Reseller’s formation, this Agreement will, without further action, be automatically novated or assigned to the Licensed Reseller, which will assume all rights and obligations hereunder from and after such formation. Effective upon such novation or assignment, BoltPlay LLC will be released from further obligations under this Agreement to the fullest extent permitted by law.

The legal name of the Licensed Reseller entity will be Bolt [Studio Name] LLC. For clarity, "[Studio Name]" is the Studio's name excluding any entity status (e.g., if the Studio is "GamesX Inc," the Licensed Reseller is "Bolt GamesX LLC"). The formation and governance of this entity are detailed in an LLC Agreement, the template for which is available at bolt.com/reseller-llc-agreement. Studio must execute and deliver any additional documents and take such further actions reasonably necessary to effect, evidence, and implement this Agreement upon the Licensed Reseller's formation.

1. DEFINITIONS  

1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of the voting equity interests of such entity or the power to direct its management.

1.2. “Confidential Information” has the meaning set out in Section 11.1.

1.3. “Customer” means an end-user that acquires a license or subscription to the Products for its own internal business use (and not for further resale).

1.4. “Digital Goods” means digital goods for games and/or titles identified by Studio, including but not limited to in-game currencies (such as virtual currencies, coins, gems, etc.), virtual items and cosmetic enhancements, game enhancements and advantages, or other digital content.

1.5. “Merchant of Record” or “MoR” means the entity that: (a) is identified as the seller of record on the Customer’s payment instrument; (b) processes, collects, and settles all Transaction amounts; (c) calculates, collects, remits, and reports all applicable indirect taxes; and (d) handles refunds, chargebacks, and Transaction-related customer service.

1.6. “Territory” means worldwide, subject to applicable export-control and sanctions laws.

1.7. “Transaction” means any order, subscription, renewal, in-product purchase, professional-service engagement, or other transaction under which a Customer acquires rights to the Digital Goods (whether for a fee or free of charge).

1.8. “Updates” means any revisions, patches, fixes, enhancements, modifications, or new versions of the Digital Goods that Studio makes generally available.

2. APPOINTMENT; SCOPE OF SERVICES

2.1. Non-Exclusive Appointment

     2.1.1. Studio hereby appoints Licensed Reseller, and Licensed Reseller accepts such appointment, as (a) a non-exclusive Licensed Reseller and distributor of the Digital Goods within the Territory, and (b) Studio’s exclusive acquirer of Merchant of Record services for all Transactions consummated by Licensed Reseller under this Agreement, collectively the “Services”. Nothing herein limits Studio’s right to market or license the Digital Goods directly or through other channels.

  2.2. Scope of Services

     2.2.1. Subject to the appointment in Section 2.1, Licensed Reseller will: (i) provide a means for Studio to establish an account to obtain the Services; (ii) act as Studio’s non-exclusive provider of the Services in Section 2.1; (iii) facilitate fulfillment of Digital Goods to Customers; and (iv) provide order support as agreed to by the Parties.

     2.2.2. From time to time, Licensed Reseller may offer, and Studio may choose to use optional additional services (“Additional Services”). Such Additional Services may be subject to separate terms and conditions.

     2.2.3. Where BoltPlay LLC is not registered, and does not act, as the Merchant of Record, the Licensed Reseller will determine, calculate, collect, and remit all applicable indirect taxes (including sales, use, value-added, goods and services, consumption, digital services, and similar transaction taxes) on the transactions covered by this Agreement. The Parties will work together as needed to manage indirect taxes in marketplace or deemed-supplier regimes, including to reflect the Party treated as the supplier under applicable law. Each Party is responsible for its own income, franchise, and net profits taxes. No gross-up will apply to any amounts payable under this Agreement.

  2.3. Studio Obligations   
     2.3.1. Studio will register and maintain an account with BoltPlay LLC, providing identifying and other information as requested by BoltPlay LLC.

     2.3.2. During the Term, Studio shall provide its customers with commercially reasonable technical support and maintenance services for the Digital Goods.

     2.3.3. Studio will also promptly provide information and evidence to Licensed Reseller or to cooperate with Licensed Reseller to resolve issues related to service levels, chargebacks, or returns.

     2.3.4. Studio agrees to cooperate with Licensed Reseller or others as necessary to enable app submission, approval, and ongoing distribution compliance.

3. LICENSE GRANTS  

  3.1.During the Term, Studio grants Licensed Reseller a limited, non-exclusive, worldwide, royalty-free license to:

     3.1.1.1. Use, store, process, sell, and distribute, certain digital goods for games and/or titles identified by Studio, including but not limited to in-game currencies (such as virtual currencies, coins, gems, etc.), virtual items and cosmetic enhancements, game enhancements and advantages, or other digital content (“Digital Goods”), solely for the purpose of facilitating the sale and distribution of such Digital Goods to Studio customers through the Services; and  
        3.1.1.2.  Use the trademarks, service marks, and logos associated with the Digital Goods solely as approved in writing for the purposes of carrying out the Services.

     3.1.2. The Parties acknowledge and understand that the license granted under this Section 3 is applicable solely to those Digital Goods permitted by Studio and solely for sale and distribution of such Digital Goods in such games and titles identified by the Studio.

     3.1.3. Each Party retains all rights, title, and interest in and to its own intellectual property rights and other proprietary rights therein. Except for the license set forth herein, Licensed Reseller obtains no right, title, or interest in the Digital Goods.

     3.1.4. Studio affirms that it holds all necessary rights to any Digital Goods licensed to Licensed Reseller under this Agreement. Studio is solely responsible for the legality, accuracy, and appropriateness of the Digital Goods.

4. FEES; PAYMENTS; AND RESERVE REQUIREMENTS  

  4.1. Fees. Studio acknowledges and agrees that the terms of the MOR Agreement (defined below) control for purposes of payment. Licensed Reseller shall remit all funds to Studio that are remitted to Licensed Reseller under the MOR Agreement in place between Licensed Reseller and BoltPlay LLC.

  4.2. Collection and Remittance of Payments to Studio. Licensed Reseller shall establish and maintain a commercial bank account for funds (the “LR Account”) owed to Studio and shall remit all amounts payable to Studio directly to Studio from Licensed Reseller’s LR Account. This LR Account is for commercial purposes only and does not custody customer funds or reserve funds, but may otherwise maintain an operational balance for working capital. Such amounts payable from Licensed Reseller are net of any amounts due to BoltPlay LLC under the MOR Agreement (defined below), including but not limited to, fees, refunds, chargebacks, assessments, adjustments, and reserve amounts (such amounts “Net Proceeds”). Licensed Reseller shall remit to Studio the Net Proceeds from the LR Account within five (5) business days of receipt of such funds from BoltPlay LLC. Studio acknowledges that Licensed Reseller is solely responsible for all payments due to Studio under this Agreement. BoltPlay LLC shall have no payment obligation to Studio. Studio may not withhold or set off amounts from such Net Proceeds owed by Licensed Reseller, except as required by applicable law.

  4.3. Reserve Requirements. Studio acknowledges a required reserve maintained by BoltPlay LLC in its settlement accounts and recorded to the Licensed Reseller sub-ledger in the amount and under the terms that Licensed Reseller agrees to with BoltPlay LLC under the MOR Agreement. Licensed Reseller does not custody customer funds or reserve funds, but may otherwise maintain an operational balance in the LR Account for working capital.

  4.4. MOR Agreement. Licensed Reseller will enter into a separate Merchant of Record Services Agreement ("MOR Agreement") with BoltPlay LLC. The terms of the MOR Agreement govern the provision of Merchant of Record services and are available at bolt.com/mor.

5. REPRESENTATIONS AND WARRANTIES  

  5.1. Mutual.    
     5.1.1. Each Party represents and warrants that it has full power and authority to enter into and fulfill its obligations under this Agreement.

  5.2. Studio. Studio represents, warrants, and covenants that, throughout the Term:
     5.2.1. No Breach of Third-Party Obligations. Studio’s fulfillment of their obligations under this Agreement will not breach any obligations they have to any third party.

     5.2.2. No Use of Third-Party Confidential Information. In performing the Services, Studio will not use or bring to Licensed Reseller any third party’s confidential or proprietary information unless Studio obtains the third party’s and Licensed Reseller’s prior written consent.

     5.2.3. Compliance with Laws. In connection with this Agreement, Studio will comply with all applicable laws and regulations and applicable industry rules (such as app store rules), and its content, including its distribution and associated practices, complies with all applicable laws, industry best practices, and generally accepted moral and ethical standards in the territories in which the Digital Goods is offered. Studio will use commercially reasonable and good faith efforts to comply with Licensed Reseller’s due diligence process, including providing requested information.

     5.2.4. Digital Goods Content. All Digital Goods will not contain any malware, malicious or harmful code, program, or other internal component that could damage, destroy, or adversely affect Licensed Reseller or its software, firmware, hardware, data, systems, services, or networks.

6. INDEMNIFICATION  

  6.1. Studio shall indemnify and hold harmless Licensed Reseller (the “Indemnified Party”) and its affiliates, and each officer, manager, director, member, shareholder, employee, advisor, or agent of the Indemnified Party against any and all losses, expenses, claims, damages, or liabilities (including any reasonable legal or other expenses incurred in connection with, and any reasonable amounts paid in settlement of, any action, suit, or proceeding or any claim asserted) (collectively, “Losses”) to which any of them may become subject, insofar as such Losses arise out of or are based upon (i) any claims arising from your breach of applicable content, platform, or intellectual property rules associated with the Digital Goods; (ii) any gross negligence, willful misconduct; or (iii) material breach of this Agreement by the Indemnifying Party.

  6.2. After receipt by an Indemnified Party under this Agreement of notice of the commencement of any third party action (an “Action”), if a claim in respect thereof is to be made against any Indemnifying Party, such Indemnified Party will notify the Studio in writing of the commencement of such Action as soon as practicable thereafter, provided that the omission to so notify the Studio will not relieve it from any liability under this Agreement, except to the extent that the omission results in a failure of actual notice to the Studio and Studio is damaged as a result of the failure to give such notice.

7. LIMITATION OF LIABILITY 

  7.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LICENSED RESELLER, INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AND AGENTS, SHALL NOT BE LIABLE OR OTHERWISE RESPONSIBLE IN ANY WAY FOR ANY COSTS, EXPENSES, LOSSES OR DAMAGES ARISING OUT OF OR RELATED TO THE USE OR NON-USE OF THE SERVICES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR BENEFITS ARISING OUT OF THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY SET FORTH ABOVE SHALL NOT APPLY TO: (I) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT; (II) A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S OR A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS; OR (III) A PARTY’S INDEMNIFICATION OBLIGATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT FOR THE FOREGOING EXCEPTIONS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LICENSED RESELLER UNDER THIS AGREEMENT EXCEED $100,000.

8. DISPUTE RESOLUTION 

  8.1. Good-Faith Negotiation. The Parties shall attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement (a “Dispute”) through negotiations between senior executives with authority to settle the Dispute. If the Parties are unable to resolve the Dispute within thirty (30) days after written notice of the Dispute, either Party may initiate arbitration in accordance with Section 8.2.

  8.2. Binding Arbitration. Any Dispute not resolved under Section 8.1 shall be finally settled by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules, except as modified herein. The arbitration shall be conducted by a single arbitrator with experience in technology-licensing disputes, selected in accordance with the JAMS rules, and shall take place in the Northern District of California. The arbitrator shall have authority to award any remedy available at law or in equity, subject to the limitations of Section 8.3.

  8.3. Confidentiality of Proceedings. All arbitration proceedings, including any related discovery, testimony, or documents, shall be deemed Confidential Information under Section 11 and shall be conducted in closed session.

  8.4. Provisional Relief. Nothing in this Section 8 shall prevent either Party from seeking interim or injunctive relief in any court of competent jurisdiction to protect its Confidential Information or intellectual-property rights.

  8.5. Judgment on Award. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof. The prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.

9. TERM AND TERMINATION 

  9.1. Term. This Agreement shall commence on the date Studio accepts the Studio Onboarding Acknowledgement (the “Effective Date”) and continue until (i) terminated by either Party with thirty (30) days’ written notice; or (ii) upon the termination of the MOR Agreement.

  9.2. Termination for Cause. Either party may terminate this Agreement immediately for material breach, insolvency, or if required by law or the card network rules.

  9.3. Effect of Termination. Upon termination or expiration of this Agreement, Licensed Reseller will complete a final reconciliation, deduct all outstanding fees and costs, and ensure the Reserve Floor (as defined in the MOR Agreement) is maintained for a period sufficient to address outstanding chargebacks and refunds, and remit any remaining balances to Studio in any event within 90 days of termination or expiration, or such longer period permitted under applicable law, regulation, or payment network rule.

10. REPORTING   

  10.1. Reporting. Fifteen (15) business days following the end of each calendar month, Licensed Reseller will provide Studio with transaction, payout, and reconciliation reports, including details of all fees, operational costs, reserves, and distributions. If you reasonably believe a report contains an error, you must notify Licensed Reseller in writing within thirty (30) days after receipt, after which the report will be deemed accepted and final.

11. CONFIDENTIALITY; PRIVACY AND SECURITY

  11.1. Confidentiality.

      11.1.1. Each party acknowledges that Confidential Information may be disclosed to the other party during the course of the relationship described by this Agreement. “Confidential Information” means any information relating to or disclosed in the course of the relationship established by this Agreement, which is or should be reasonably understood to be confidential or proprietary to the disclosing party, including the terms of this Agreement, technical processes, product designs, sales, cost, and other unpublished financial information, product and business plans, projections, and marketing data and other information transmitted by the disclosing party to the receiving party. Confidential Information shall not include information: (i) already lawfully known to or independently developed by the receiving party, (ii) disclosed in published materials, (iii) generally known to the public, (iv) lawfully owned from any third party, or (v) required to be disclosed by law. Each party agrees that it shall take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information (but in no event less than due care), during the term of this Agreement and thereafter, to prevent the disclosure of Confidential Information, other than by or to its employees or agents and the employees and agents of its affiliates and authorized subcontractors who must have access to the Confidential Information to perform such party’s obligations hereunder.

      11.1.2. The parties agree that the unauthorized use by either party of the other party’s Confidential Information will diminish the value of such Confidential Information and will cause substantial and irreparable harm to the party whose Confidential Information was improperly disclosed, and that the remedies generally available at law may be inadequate. Accordingly, the parties agree that a breach of this Section 11 shall entitle the non-breaching party to seek equitable relief to protect its interest herein, including injunctive relief, as well as money damages.

11.2. Data; Information Security. Licensed Reseller will use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of the Services or Studio Data. Licensed Reseller, however, will have no responsibility for errors in transmission, unauthorized third-party access or other acts or omissions beyond its reasonable control. Studio acknowledges that Personal Information is subject to Bolt’s Privacy Policy and that Licensed Reseller will process and maintain Studio Data consistent with its Data Processing Addendum (“DPA”) found here, hereby incorporated by reference.

11.3. Usage and Anonymized Data. Licensed Reseller may collect, generate, and use Usage Data and Anonymized Data for (a) the Permitted Audit Purposes (as defined in the MOR Agreement), (b) operating, maintaining, and improving the Services, or developing new features or offerings, provided that such improvements or new developments do not involve creating or training products, models, features, or offerings that are competitive with Studio’s games or services; and (c) internal benchmarking and analytics. Licensed Reseller will not: (i) use Usage Data, Customer Data, or Anonymized Data to create derivative works of Studio’s products, to develop or train models, features, or offerings that are competitive with Studio’s games or services, or to provide competitive intelligence about Studio; (ii) attempt to re-identify Anonymized Data or combine it with other data to identify any individual, Customer, Party, or Studio; or (iii) use or analyze such data to reverse engineer or infer Studio’s proprietary game mechanics, content, roadmaps, or business performance, except to the minimum extent necessary to operate the Services for Studio. “Usage Data” means data and information related to the access, use, performance, operation, or analytics of the Products or Services, including technical logs, device information, feature usage statistics, error reports, and other data generated by or derived from the interaction of users or systems with the Products or Services, but excluding Customer Data or any information that directly identifies a Customer or natural person. “Anonymized Data” means any data, including Customer Data or Usage Data, that has been de-identified and aggregated or otherwise processed to remove all direct and indirect identifiers, such that the data cannot reasonably be used, alone or in combination with other data, to identify any individual, Customer, or Party. “Customer Data” means any data, content, or information (including Personal Data as defined in the DPA) provided to or collected by Licensed Reseller or Studio from Customers in connection with a Transaction or use of the Products, including but not limited to account information, purchase history, payment details, communications, and any other information submitted by or on behalf of a Customer or generated through a Customer’s use of the Products or Services. Customer Data does not include Usage Data or Anonymized Data.

   11.4. Data Return and Deletion. Within thirty (30) days after termination or expiration of this Agreement or as otherwise stated in the DPA, Licensed Reseller shall, at Studio’s written election, (i) return to Studio all Customer Data in its possession in a mutually agreed format, or (ii) securely delete such Customer Data and certify deletion in writing, except to the extent retention is required by applicable law, regulation, or payment network rule.

12. MISCELLANEOUS  

   12.1. Amendments. Any amendments to these terms must be in writing and signed by both parties.

   12.2. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

   12.3. Force Majeure.   

      12.3.1. Definition. Neither Party shall be liable for any delay or failure to perform its obligations (except payment obligations) under this Agreement if such delay or failure results from an event beyond the reasonable control of that Party, including acts of God, natural disasters, epidemic or pandemic, acts of war or terrorism, riots, civil unrest, labor strikes (other than those of the affected Party’s own employees), governmental orders, or Internet or power outages not caused by the affected Party (“Force Majeure Event”).

      12.3.2. Notice and Mitigation. The affected Party shall (a) promptly notify the other Party in writing of the Force Majeure Event, (b) use commercially reasonable efforts to mitigate its effects, and (c) resume performance as soon as reasonably practicable.

      12.3.3. Termination for Extended Force Majeure.  If a Force Majeure Event continues for more than thirty (30) consecutive days and materially prevents performance of this Agreement, either Party may terminate this Agreement upon written notice to the other Party without further liability, except for obligations that expressly survive termination.

   12.4. Assignment and Change of Control.

      12.4.1. No Assignment Without Consent. Studio may not assign, delegate, or otherwise transfer this Agreement, whether by operation of law, merger, change of control, or otherwise, without the prior written consent of Licensed Reseller.

      12.4.2. Permitted Assignments.  Licensed Reseller may assign, delegate, or otherwise transfer this Agreement, in whole or in part, without the consent of Studio, provided that Licensed Reseller provides written notice to Studio of any such assignment.

      12.4.3. Change of Control of Studio. Any direct or indirect change of control of Studio that results in Studio becoming controlled by a competitor of Licensed Reseller shall constitute an assignment subject to Section 12.4.1 and may be withheld in Licensed Reseller’s sole discretion.

      12.4.4. Effect of Prohibited Assignment. Any attempted assignment or transfer by Studio in violation of this Section 12.4 is void and constitutes a material breach of this Agreement.

      12.4.5. Successors and Assigns. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

   12.5. Prohibition on Platform Incentivization. Studio agrees not to include in the app or related services any messaging that incentivizes the use of third-party payments over app store in-app purchases, including price differences, discounts, or preferred terms.

   12.6. Audit. Studio will promptly cooperate with the audit requirements that Licensed Reseller is subject to under the MOR Agreement.

   12.7. Notices. Any notice must be in writing and will be effective upon delivery as follows: (a) if to Licensed Reseller, when (i) delivered via registered mail, return receipt requested, or overnight delivery service to the address provided by Licensed Reseller; or (ii) when sent via email to the email address on record for Licensed Reseller; and (b) if to Studio, then to the email and/or mailing address provided upon onboarding. Either Party may change its address for receipt of notices by providing notice to the other Party in accordance with this Section.

   12.8. Third Party Beneficiary Rights. Notwithstanding anything to the contrary in this Agreement, BoltPlay LLC shall be deemed a third-party beneficiary solely with respect to those provisions of this Agreement that expressly reference the Merchant of Record Services of Merchant of Record rights in the MOR Agreement, including but not limited to those provisions relating to cooperation, audits, confidentiality as to Merchant of Record data, payments, and related matters (“MoR Provisions”). BoltPlay LLC shall have the limited right to enforce the MoR Provisions against the parties to this Agreement, but shall have no rights or remedies with respect to any other provisions of this Agreement. Except as expressly set forth herein, no other third party shall have any rights or benefits under this Agreement.

   12.9. Survival. Upon expiration or termination of this Agreement for any reason, the following provisions shall survive, together with any other provisions that by their nature are intended to survive: Sections 1 (Definitions), 3 (License Grants) (to the extent of accrued rights), 4 (Fees and Reserve Requirements), 5 (Representations and Warranties), 6 (Indemnification), 7 (Limitation of Liability), 8 (Dispute Resolution), 9.3 (Effect of Termination), 10 (Reporting), 11 (Confidentiality; Privacy and Security), 12.3 (Force Majeure), 12.4 (Assignment and Change of Control), Section 12.6 (Audit), this Section 12.9 (Survival of Terms), and any payment obligations that have accrued prior to termination.