HEROIC PRODUCTS AND/OR SERVICES TERMS These Heroic Products and/or Services Terms (the "Terms") apply to your purchase and/or use of Heroic Products and/or Services (as defined below) offered by GameUp Online, Inc., d/b/a Heroic Labs, a Delaware corporation having its principal office at 440 N Barranca Ave #3231 Covina, CA 91723 (hereinafter "Heroic," "We," "Us" or "Our"). You will be referred to herein as "You" or "Customer." Before You purchase and/or use any Heroic Products and/or Services, you must agree to these Terms. PLEASE READ THESE TERMS CAREFULLY BEFORE PURCHASING AND/OR USING ANY HEROIC PRODUCTS AND/OR SERVICES. THESE TERMS GOVERN YOUR USE OF OUR ANY HEROIC PRODUCTS AND/OR SERVICES WE PROVIDE TO YOU, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT (A "WRITTEN CONTRACT") WITH YOU FOR THAT PURPOSE. WE ARE ONLY WILLING TO OFFER ANY HEROIC PRODUCTS AND/OR SERVICES TO YOU IF YOU ACCEPT ALL OF THE TERMS AND CONDITIONS HEREIN. BY USING ANY HEROIC PRODUCTS AND/OR SERVICES, OR BY CLICKING BELOW TO ACCEPT THESE TERMS, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND ACCEPT THESE TERMS, AND THAT YOU ALSO ACCEPT AND AGREE TO OUR PRIVACY POLICY (https://heroiclabs.com/privacypolicy.txt) AND SUPPORT POLICY (https://cloud.heroiclabs.com/support-terms.txt). IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND IT TO THESE TERMS (INCLUDING THE PRIVACY POLICY (https://heroiclabs.com/privacypolicy.txt), SUPPORT POLICY (https://cloud.heroiclabs.com/support-terms.txt) AND DATA PROCESSING TERMS (https://cloud.heroiclabs.com/dpa.txt)), IN WHICH CASE "YOU" OR "CUSTOMER" WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT THESE TERMS (INCLUDING THE PRIVACY POLICY (https://heroiclabs.com/privacypolicy.txt), SUPPORT POLICY (https://cloud.heroiclabs.com/support-terms.txt) AND DATA PROCESSING TERMS (https://cloud.heroiclabs.com/dpa.txt)), THEN WE ARE UNWILLING TO PROVIDE ANY HEROIC PRODUCTS AND/OR SERVICES TO YOU, AND YOU MAY NOT PURCHASE OR USE ANY HEROIC PRODUCTS AND/OR SERVICES. WE MAY CHANGE THESE TERMS FROM TIME TO TIME. IF WE MAKE CHANGES, WE WILL NOTIFY YOU BY REVISING THE DATE AT THE BOTTOM OF THESE TERMS, AND IN SOME CASES, WE MAY PROVIDE YOU WITH ADDITIONAL NOTICE (SUCH AS ADDING A STATEMENT TO OUR WEBSITE'S HOMEPAGE OR SENDING YOU AN EMAIL NOTIFICATION). WE ENCOURAGE YOU TO REVIEW THESE TERMS FREQUENTLY. WITH RESPECT TO ANY HEROIC PRODUCTS AND/OR SERVICES PROVIDED ON A MONTHLY BASIS, THE REVISED TERMS WILL TAKE EFFECT IN THE SUBSEQUENT CALENDAR MONTH. WITH RESPECT TO ANY HEROIC PRODUCTS AND/OR SERVICES PROVIDED ON AN ANNUAL BASIS, THE REVISED TERMS WILL TAKE EFFECT IN THE SUBSEQUENT YEAR. IF YOU DO NOT AGREE TO THE REVISED TERMS, YOU MUST STOP ALL USE OF THE APPLICABLE HEROIC PRODUCTS AND/OR SERVICES AND DELETE ALL OF YOUR PROJECTS PRIOR TO THE EFFECTIVE DATE OF THE REVISED TERMS. ALL REFERENCES IN THESE TERMS TO THE “SALE” OR “PURCHASE” (OR OTHER SIMILAR TERMS) OF ANY HEROIC PRODUCT SHALL MEAN THE SALE OR PURCHASE OF A LICENSE TO SUCH HEROIC PRODUCT. 1. Definitions. In addition to terms defined elsewhere herein, the following capitalized terms will have the meanings set forth in this Section 1. 1. "Authorized User" means any employee, independent contractor or other temporary worker authorized by Customer to use Heroic Cloud while performing duties within the scope of their employment or assignment. 2. “AWS Marketplace” means the platform offered by Amazon Web Services that connects subscribers to software providers. 3. "Console" means a restricted-access developer interface made available by Heroic which allows Customer to view and/or modify End User Data. 4. "Customer Data" means (i) all data and other information (including all text, sound, video, or image files) that is provided to Heroic through Customer's use of Heroic Products and/or Services (including End User Data) and (ii) all data derived therefrom. 5. "Customer Materials" means: (i) Customer’s trademarks and logos provided to Heroic by Customer; (ii) Customer Data; (iii) server code provided by Customer and (iv) any other materials, data, and similar information, including without limitation text, video, photographs, graphics, images, music and sound, owned or licensed by Customer that are provided by Customer to Heroic or are otherwise processed through Heroic Cloud or other Heroic Products and/or Services. 6. "Dashboard" means a restricted-access administrative interface feature which allows for configuration, management and monitoring of Heroic Cloud. For the sake of clarity, the Dashboard shall be deemed a part of Heroic Cloud for purposes of these Terms. 7. "Documentation" means the manuals, instructions, documentation and other documents or materials that Heroic makes generally available to its customers and the specific documentation that Heroic provides to Customer pursuant to such Customer’s purchase of Heroic Product and/or Services. 8. "Effective Date" is the date that You click "I Accept" to accept these Terms. 9. “End of Life” means the point in time, the earlier of, when a Project or Customer Game is no longer in production or has been removed from Heroic Cloud. 10. "End User" means any member of the public who makes use of Heroic Cloud by accessing a Customer Game. 11. "End User Data" means any End User generated information (such as data files, written text, music, audio files or other sounds, photographs, videos or other images) provided through, or processed by, Heroic Cloud. 12. “Fees” means: (i) Usage Fees; (ii) Overage Fees; (i) Support Plan Fees; and (iv) Special Fees. 13. "Harmful Code" means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any: (i) computer, software, firmware, hardware, system or network, or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby. 14. "Heroic Cloud" means environments that are deployed, operationalized, and maintained by Heroic for Customer on Heroic's cloud provider, including any Licensed Materials needed to facilitate Customer's use and enjoyment of Heroic Cloud. If you have purchased a development-only version of Heroic Cloud, certain features and functionality will not be available to you. 15. “Heroic Products and Services” means: (i) Nakama Software; (ii) Hiro Game Developer Kit; (iii) Satori Software; (iv) Heroic Cloud; and/or (v) Support Plans. 16. “Hiro Game Developer Kit” is a client-server library built on Nakama game server to add economy, social, and LiveOps features rapidly and flexibly to Customer’s game. 17. "Intellectual Property Rights" shall mean all current and future worldwide patents and other patent rights, utility models, copyrights, trademarks, applications for any of the foregoing, trade secret rights, moral rights, unregistered design rights, rights to know-how, inventions, algorithms and all other intellectual property rights and the related documentation or other tangible expression thereof, whether registered or unregistered, whether arising under the laws of the United States or any other state, country or jurisdiction, now or hereafter existing. 18. "Licensed Materials" means, as applicable, the Nakama Enterprise Software, Satori Software, Hiro Game Developer Kit, and any Documentation, application programming interfaces and sample source code provided to Customer by Heroic in order to facilitate Customer's use of Heroic Cloud. 19. "Losses" means any and all losses, damages, liabilities, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers. 20. "Nakama Enterprise Software" means Heroic's proprietary, multi-server clustering game server technology as further described in the applicable Documentation, including any updates, upgrades, modifications, corrections, releases, and versions thereof that are provided to Customer by Heroic in connection with Customer’s purchase of the applicable Heroic Product and/or Service. 21. “Nakama Open-Source Software” means Heroic’s open-source game server technology as further described in the applicable Documentation. Including any updates, upgrades, modifications, corrections, releases and versions thereof that are provided to Customer by Heroic in connection with Customer’s purchase of the applicable Heroic Product and/or Service. For the sake of clarity, the Nakama Open-Source Software is governed under the 2.0 version of the Apache License, which can be found at https://github.com/heroiclabs/nakama/blob/master/LICENSE. 22. “Nakama Software” means: (i) Nakama Enterprise Software; and (ii) Nakama Open-Source Software. 23. "Open Source Component" means any software component of any Heroic Products and/or Services that are subject to any open-source copyright license agreement, including any GNU General Public License or GNU Library or Lesser Public License, or other obligation, restriction or license agreement that substantially conforms to the Open Source Definition as prescribed by the Open Source Initiative or otherwise may require disclosure or licensing to any third party of any source code with which such software component is used or compiled. 24. “Order” means (i) an order form or other ordering document mutually executed by Heroic and Customer or (ii) if not such ordering document is signed by the parties, the summary of purchase terms (e.g., Fees, payment terms, etc.) presented to You via Heroic’s website at the time of your purchase of a license for any Heroic Products and Services. 25. "Overage Fees" means, with respect to Nakama Enterprise Software, (a) $0.25 per month per GB of bandwidth for each Nakama Enterprise Software vCPU that exceeds the 50GB of bandwidth per Nakama Enterprise Software vCPU that is included with Your purchase of Heroic Cloud, and (b) $1.00 per month per GB of storage for each database vCPU that exceeds the 10GB of storage per database vCPU that is included with Your purchase of Heroic Cloud. 26. "Project" or "Customer Game" means a single Customer application that Heroic will provision servers for via Heroic Cloud. 27. “Resultant Data” means, for any Customer Game, the technical performance monitoring data relating to the provision, use and performance of Heroic Products and Services and related systems and technologies. 28. “Satori Software” means the Heroic proprietary analytics and experimentation tool, utilized with Heroic Cloud, that allows Customer to gather information about player activity and use that information to analyze the performance of different cohorts and features and then interact with players based on that analysis to test out different experiences with players. 29. “Special Fees" means any fees for extra tooling (e.g., Prometheus metrics) provided by Heroic to Customer that are mutually agreed on by the parties in writing (including via email). 30. “Support Plan" means the support tier You selected if/when You purchased support services from Us for the applicable Heroic Products and/or Services. Different Support Plans will allow You to receive more comprehensive support and/or uptime guarantees. 31. “Support Plan Fees” mean the fees payable by Customer for the purchase of a Support Plan. 32. “Usage Fees” means the fees payable by Customer for the purchase of Heroic Products and/or Services other than a Support Plan. 33. "vCPU" means a single hyper-thread on one available CPU. 2. Heroic Cloud, Nakama Software, Satori Software and Hiro Game Developer Kit. 1. Heroic Cloud, Nakama Software, and Satori Software. In the event that Customer purchases Heroic Cloud, Nakama Software, and/or the Satori Software, subject to these Terms and the applicable Documentation, and during the Term (as defined below), (i) Heroic will provide Heroic Cloud, Nakama Software, and/or the Satori Software, if applicable, to Customer and Customer may access and use Heroic Cloud, Nakama Software, and/or the Satori Software, if applicable, for Customer's internal business purposes only in conjunction with the Customer's Projects, (ii) Heroic will provide Customer with access to the Dashboard to operate Heroic Cloud, Nakama Software, and/or the Satori Software, if applicable, to provision servers for Customer Projects, and (iii) Heroic grants Customer, for the term of the Heroic Cloud, Nakama Software, and/or the Satori Software purchased by Customer, a revocable, worldwide, royalty-free, limited-term, non-sublicensable, non-transferable and non-exclusive license to use the Licensed Materials, as applicable, solely as necessary for Customer to make use of Heroic Cloud, Nakama Software, and/or the Satori Software, if applicable. The foregoing license is for the sole purpose of enabling Customer to use and enjoy the benefit of Heroic Cloud, Nakama Software, and/or the Satori Software, if applicable, in the manner permitted by these Terms. Any other use of the Licensed Materials is prohibited. The Licensed Materials are deemed accepted upon Customer's first use of Heroic Cloud. 2. Hiro Game Developer Kit. In the event that Customer purchases the Hiro Game Developer Kit, subject to these Terms and the applicable Documentation, and during the applicable Term, Heroic grants Customer, for the term of the Hiro Game Developer Kit purchased by Customer, a revocable, worldwide, royalty-free, limited-term, non-sublicensable, non-transferable and non-exclusive license to install, copy and internally use the Hiro Game Developer Kit solely in connection with the development of Customer’s products. In the event that Customer receives the Hiro Game Developer Kit as part of a trial or evaluation, subject to these Terms and the applicable Documentation, and during the applicable Term of such trial or evaluation, Heroic grants Customer, for the term of applicable trial or evaluation , a revocable, worldwide, royalty-free, limited-term, non-sublicensable, non-transferable and non-exclusive license to install, copy and internally use the Hiro Game Developer Kit solely for internal evaluation purposes. 3. Restrictions. Unless expressly agreed to otherwise in writing by the parties, Customer and its Authorized Users may not (and may not permit anyone else to): (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to any Heroic Products and/or Services, unless expressly permitted or required by law; (ii) modify, translate, or create derivative works based on any Heroic Products and/or Services; (iii) access (or attempt to access) the Dashboard or Console by any means other than through the web interface that is provided by Heroic in connection with any Heroic Products and/or Services; (iv) use any Heroic Products and/or Services in any way that may subject any Heroic Products and/or Services to any obligations under any open source software license, including, without limitation, any license which imposes any obligation or restriction with respect to Heroic's patent or other Intellectual property rights in any Heroic Products and/or Services; (v) license, rent, transfer, assign or use any portion of any Heroic Products and/or Services for timesharing, resale or service bureau purposes or otherwise for the benefit of a third party or for any unauthorized commercial purposes; (vi) remove, delete, alter or obscure any copyright, trademark, patent or other intellectual property or proprietary rights notices from any portion of any Heroic Products and/or Services, including any copy thereof; (vii) input, upload, transmit or otherwise provide to or through any Heroic Products and/or Services, any information or materials that are infringing, harmful to minors, defamatory, harassing, abusive, unlawful, obscene, fraudulent, profane, violent or hate related, malicious or injurious, or contain, transmit or activate any Harmful Code; (viii) copy, frame or mirror any part or content of any Heroic Products and/or Services; (ix) access any Heroic Products and/or Services in order to build a competitive product or service; (x) bypass or breach any security device or protection used by any Heroic Products and/or Services; (xi); damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner any Heroic Products and/or Services or Heroic's provision of products and services to any third party, in whole or in part; (xii) distribute, transfer, grant sublicenses to, or otherwise make available the Licensed Materials (or any portion thereof) to third parties; provided, however, that Customer can make the Licensed Materials available to Authorized Users and/or to End Users in connection with providing access to the Customer Games; (xiii) embed or incorporate in any manner the Licensed Materials (or any element thereof) into Customer and/or third-party applications, except for the Customer Games; (xiv) use any Heroic Products and/or Services in violation of any applicable law, rule or regulation, including but not limited to the Children's Online Privacy Protection Act (as amended from time to time, "COPPA"); or (xv) develop multiple Customer Games to simulate or act as a single Customer Game, develop Customer Games under multiple unlinked accounts, or otherwise access or use any Heroic Products and/or Services in a manner intended to avoid incurring fees. In addition, Customer and its Authorized Users will not exceed the following limits when using Heroic Cloud: (a) 1GB log ingestion per vCPU and (b) a Customer Game cannot use Heroic's shared cluster for metrics or pump metrics, or any other data in Heroic's infrastructure, without Heroic's prior, written consent. 4. Open-Source Licenses. Certain components of Heroic Products and/or Services includes Open-Source Components and, notwithstanding any other provisions of these Terms, any use of the Open-Source Components by Customer shall be governed by and subject to the terms and conditions governing such Open-Source Components. 5. Changes. Heroic reserves the right, in its sole discretion, to make any changes to any Heroic Products and/or Services that it deems necessary or useful to: (i) maintain or enhance: (a) the quality or delivery of Heroic Products and/or Services to its customers; (b) the competitive strength of or market for any Heroic Products and/or Services, or (c) Heroic Cloud's cost efficiency or performance; or (ii) to comply with applicable laws, rules and regulations. Heroic intends to minimize changes to functionality or features of any Heroic Products and/or Services that will negatively impact Projects. 6. Customer Responsibilities. Authorized Users must provide accurate and complete registration information any time they register to use any Heroic Products and/or Services. Customer is solely responsible for all actions taken by Authorized Users, the security of Authorized Users’ passwords and any use of Authorized Users’ accounts. If Customer becomes aware of any unauthorized use of an Authorized User’s password or account, Customer agrees to notify Heroic immediately. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use any Heroic Products and/or Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment. 7. Support Plans. Provided that You have paid us the Support Fees (as defined below) associated with Your Support Plan, We will provide support and maintenance services for a particular Project as specified in Your chosen Support Plan and in accordance with our Support Policy (https://cloud.heroiclabs.com/support-terms.txt). The term of any Support Plan will begin on the date you purchase such Support Plan from Us. By purchasing a Support Plan, You are committing to a minimum of twelve (12) months of support services (the "Initial Service Term") and you authorize us to charge you the Support Fees in accordance with Section 3 below for the Initial Service Term, regardless of whether or not you continue to use Our Heroic Cloud or any other Heroic Products and/or Services for the entire duration of the Initial Service Term. After the Initial Service Term, your Support Plan will automatically renew thereafter for additional terms of the same duration (each a "Renewal Term") until either (1) the applicable Customer Game that is the subject of the Support Plan has reached End of Life, or (2) you provide written notice of cancellation at least thirty (30) days prior to the end of the Initial Service Term or any Renewal Term thereafter. 8. Audit Rights. For the Term and for a period of one (1) year after termination or expiration of the Terms, Heroic will have the right, once per calendar year and with reasonable notice to Customer, to have Customer’s facilities, records, and equipment inspected and audited to verify compliance with the license grant/restrictions and payment terms of these Terms. Any such audit will take place during normal business hours and will be conducted in accordance with applicable government requirements, if any. Heroic will pay for the audit, unless the audit discovers an underpayment of five percent (5%) or greater, in which case the Customer will pay for the audit. Customer agrees to pay any underpayment to Heroic within thirty (30) days of receiving notice of the underpayment. 3. Fees and Payment Terms. 1. Fees. As consideration for Heroic providing You with Heroic Products and/or Services, You agree to pay Heroic (i) the applicable Fees for the applicable Heroic Products and/or Services You use. Heroic reserves the right to change the Fees, and to add new fees and charges, by providing Customer with thirty (30) days’ notice (which may be sent by email) of any such changes. With respect to any Heroic Products and/or Services provided on a monthly basis, the revised Fees will take effect in the calendar month subsequent to the month in which notice of such Fee changes were provided to Customer. With respect to any Heroic Products and/or Services provided on an annual basis, the revised Fees will take effect for the subsequent year. If you do not agree to such Fee changes, you must stop all use of the applicable Heroic Products and/or Services and delete all of your Projects prior to the effective date of the new Fees. Notwithstanding the foregoing, any Fee increase made by Heroic under these Terms shall not exceed the sum of the Consumer Price Index (“CPI”) (as determined by the Bureau of Labor Statistics of the United States) percentage change and 5%. The CPI percentage change shall be calculated as the difference between the CPI for the month immediately preceding the fee adjustment and the CPI for the same month in the prior year. 2. Payments. (i) When You purchase Heroic Cloud (including Satori Software) from Us, Our third-party payment processor will collect your payment details and automatically charge your credit card, or debit card for the Fees as follows: (a) at the end of the initial calendar month and at the end of each subsequent calendar month thereafter, you will be charged the Usage Fee for your use during such calendar month, and (b) if any Special Fees apply, you will be charged for such Special Fees on a schedule mutually agreed on by the parties via-email. (ii) When you purchase Heroic Cloud (including Satori Software) through the AWS Marketplace or a similar marketplace (if and when Heroic provides the ability to purchase through such marketplace), the Usage Fee will be billed to and paid by You through Your AWS account or such other marketplace account, as applicable. Any Special Fees, and/or Support fees (if You purchased a Support Plan) will be billed to You by Heroic and paid by You to Heroic in accordance with these Terms. (iii) Subject to Section 3.6, when You purchase a Support Plan from Us, Our third-party payment processor will collect your payment details and automatically charge your credit card, or debit card for the Fees as follows: (a) at the time of Your initial purchase, You will be charged the monthly Support Fee prorated for the remainder of the calendar month in which you made the initial purchase, and (b) at the start of the initial calendar month and at the start of each subsequent calendar month thereafter, you will be charged the Support Fee for each subsequent month for the duration of the Service Term. (iv) When You purchase Hiro Software from Us, Our third-party payment processor will collect your payment details and automatically charge your credit card, or debit card for the Fees as follows: (a) at the time of Your initial purchase, You will be charged the full annual fee for each license You purchase, and (b) at the end of the initial one year term and at the end of each subsequent term thereafter, you will be charged the full annual fee for each license You purchase. (v) By making a purchase of any Heroic Products and/or Services through Our website, You authorize Our payment processor to charge the payment method You have chosen for the applicable Fees owed each month, including any applicable taxes and other charges, and You agree that any payment information supplied by You is true and complete. You are responsible for providing complete, accurate and valid credit card, billing, payment and contact information to Us and notifying Us of any changes to such information. If Your payment method cannot be verified, is invalid, or is otherwise not acceptable, Your access to any Heroic Products and/or Services may be suspended or cancelled. We do not view or store your full payment card/account information – such information is only viewed and stored by our third-party payment processor. For more information about our data use practices, please see our Privacy Policy (https://heroiclabs.com/privacypolicy.txt). 3. Late Charges. If any amounts due hereunder are not received by the due date (e.g., the charge to your credit card is denied for any reason), then (i) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and (ii) We may, without limiting Our other rights and remedies, suspend your access to any Heroic Products and/or Services until such amounts are paid in full and a valid credit card is provided. Any outstanding balance becomes immediately due and payable upon suspension or termination of Your access to any Heroic Products and/or Services for any reason. You are responsible for paying all reasonable expenses and attorneys' fees that We incur collecting late amounts. To the fullest extent permitted by law, You waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). 4. Taxes. The Fees are exclusive of any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). As between Customer and Heroic, Customer accepts sole responsibility for the payment of any Taxes imposed on Customer, any Heroic Products and/or Services, or the Fees, and any penalties or interest. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Heroic is solely responsible for taxes assessable against it based on its income, property and employees. 5. No Deductions or Setoffs. All amounts payable to Heroic under these Terms shall be paid by Customer to Heroic in full without any setoff, deduction, or withholding for any reason. All fees paid hereunder are non-refundable, except as expressly set forth in section 9.1. 6. Invoicing. Customers who purchase a Support Plan from Us may request to receive monthly invoices for all Fees in lieu of proceeding with Our third-party payment processor. Such requests may be approved by Heroic at Our sole discretion. If a request for manual invoicing is granted, Customer will pay all invoices within 30 days after the date of the applicable invoice. If Customer believes that Heroic has billed Customer incorrectly, Customer must contact Heroic no later than 14 days after the date on the applicable invoice to receive an adjustment or credit. Any unpaid amounts are subject to the Late Charges defined above. 4. Term and Termination 1. Term. Unless terminated earlier pursuant to this Section 4.2, these Terms shall go into effect at the time the applicable Order Form is agreed to and shall remain valid for the duration of the use of the applicable Heroic Products and/or Services (including any renewals of the original subscription period, the “Term”) under such Order Form. 2. Termination. Either party may terminate these Terms effective immediately upon written notice to the other party (i) if the other party materially breaches any part of these Terms or an Order and fails to cure the breach within thirty (30) days of receiving written notice of it from the non-breaching party or the breach is one that cannot reasonably be cured within thirty (30) days; (ii) upon the occurrence of any one of the following events: (a) any voluntary or involuntary filing in bankruptcy, reorganization or receivership or under similar laws for the protection of creditors, by or directed against the other party, which is not withdrawn within thirty (30) days of such filing, (b) any assignment by the other party for the benefit of creditors, or (c) any liquidation or dissolution of the other party or if the other party ceases to do business in the normal course. In addition, Heroic may terminate or suspend these Terms (in whole or in part) immediately upon written notice to Customer if (1) Customer breaches any provision in Sections 2.1, 2.2, 2.3 or 7.2 or otherwise violates Heroic's intellectual property rights, (2) Customer fails to pay any portion of the Fees when due or (3) Heroic is discontinuing any Heroic Products and/or Services in response to a change in applicable laws or government regulations. Heroic may also terminate these Terms upon thirty (30) days' written notice to Customer. Termination of a single Order will not affect the other Orders not otherwise terminated. Termination of these Terms shall automatically terminate all outstanding Orders. 3. Effect of Termination or Expiration; Survival. Customer will pay in full for the applicable Heroic Products and/or Services up to and including the last day on which the applicable Heroic Products and/or Services are provided, which Fees will be paid in accordance with Section 3. Following the termination or expiration of these Terms or any Order (i) Customer will no longer have the right to use the applicable Heroic Products and/or Services ; (ii) any applicable licenses granted to Customer in these Terms will immediately cease to exist as of the date of termination or expiration; (iii) Customer will immediately discontinue use of the Heroic Products and/or Services ; and (iv) Customer will destroy any copies of the Licensed Materials. Customer agrees to provide written confirmation of its compliance with the foregoing requirements upon Heroic's written request. Customer is solely responsible for exporting its Projects and related data from Heroic Cloud prior to termination or expiration of these Terms, provided that if Heroic terminates these Terms, it will provide Customer a reasonable opportunity to retrieve its Projects and related data. Sections 1, 3, 4.3 and 5-10 (together with all other provisions hereof, including, without limitation, any terms in the Privacy Policy (https://heroiclabs.com/privacypolicy.txt), Support Policy (https://cloud.heroiclabs.com/support-terms.txt) or Data Processing Terms (https://cloud.heroiclabs.com/dpa.txt), that may be reasonably interpreted as surviving termination or expiration of these Terms) will survive the termination or expiration of these Terms. For the avoidance of doubt, all fees paid by Customer to Heroic are non-refundable, except as expressly set forth in Section 9.1. In addition, notwithstanding any other provision of these Terms, termination of any Support Plan will not relieve Customer from its obligation for the Support Fees for the then-current term of the Support Plan. 5. Ownership; Data. 1. Heroic Ownership. As between Customer and Heroic, Heroic owns and reserves all of its and its licensors’ right, title and interest in and to: (i) the Heroic Products and/or Services (including the Licensed Materials); ; (ii) any and all enhancements, improvements, developments, derivative works or other modifications made to the foregoing; (iii) the Resultant Data; (iv) Heroic's Confidential Information (as defined below), and (v) all Intellectual Property Rights in the foregoing (collectively, the "Heroic Intellectual Property"). Except as may expressly be set forth in these Terms, no right, title, or interest to any of the Heroic Intellectual Property is transferred or licensed to Customer. 2. Customer Materials. As between Customer and Heroic, Customer owns and reserves all of its and its licensors’ right, title and interest to: (i) the Customer Materials, (ii) Customer's Confidential Information, and (iii) all intellectual property rights in the foregoing (collectively, the "Customer Intellectual Property"). Customer grants to Heroic a worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable, transferable (in accordance with Section 10.7) license to store, use, reproduce, adapt, modify, translate, publish, publicly perform and distribute Customer Materials during the Term for the purpose of providing the applicable Heroic Products and/or Services to Customer and as otherwise necessary for Heroic to perform its obligations or exercise its rights under these Terms. In addition, Customer grants to Heroic a worldwide, royalty free, non-exclusive, sublicensable, transferable, perpetual and irrevocable license to use, fully exploit, publish, publicly perform, disclose and distribute such Customer Materials, in aggregated and anonymized format, for the purpose of analytics, marketing, and to develop, correct, improve and enhance Heroic products and services. For the avoidance of doubt, the rights set forth in this Section shall extend to any data collected or generated (including statistics derived therefrom) as a result of any analysis or use of any Customer Data or End-User Data. Except as may expressly be set forth in these Terms, no right, title, or interest to any of the Customer Intellectual Property is transferred or licensed to Heroic. 3. Personal Data. Heroic is not involved in the collection, processing or retention of any personally identifiable information from Customer or its End Users, except for limited personally identifiable information (i) required for Authorized Users to setup an account to access the Dashboard or Console, (ii) that constitutes Controller Data (as defined in Our Data Processing Terms (https://cloud.heroiclabs.com/dpa.txt)), (iii) provided to Heroic in connection with Customer obtaining support services from Heroic or (iv) provided to Heroic for the purposes of invoicing Customer and processing Customer's payments ((i) through (iv) being collectively referred to as the "Limited PII"). All Limited PII will be collected, stored and transferred by Heroic in accordance with Our Data Processing Terms (https://cloud.heroiclabs.com/dpa.txt) and Privacy Policy (https://heroiclabs.com/privacypolicy.txt), and by agreeing to these Terms and purchasing and/or using our any Heroic Products and/or Services, You consent to Us processing such personal data in accordance with such Privacy Policy (https://heroiclabs.com/privacypolicy.txt) and Data Processing Terms (https://cloud.heroiclabs.com/dpa.txt). Unless Customer receives prior express written authorization from Heroic, Customer may not process via any Heroic Products and/or Services, or submit to Heroic, any Customer Materials that include any: (i) "personal health information," as defined under the Health Insurance Portability and Accountability Act of the United States of America; (ii) government issued identification numbers, including Social Security numbers, driver's license numbers and other state or national issued identification numbers; (iii) financial account information, including bank account numbers; (iv) payment card data, including credit card or debit card numbers; (v) biometric information, such as fingerprints or voiceprints; (vi) any other personally identifiable information (except for the Limited PII); or (vi) 'sensitive" personal data, under Regulation (EU) 2016/679 of the European Parliament and of the Council ("EU Regulation") and any national laws adopted pursuant to the EU Regulation, about residents of Switzerland and any member country of the European Union, including racial or ethnic origin, political opinions, religious beliefs, trade union membership, physical or mental health or condition, sexual life, or the commission or alleged commission any crime or offense. 4. Feedback. If Customer provides suggestions, feedback or other input to Heroic concerning the functionality and performance of any Heroic Products and/or Services, including identifying potential errors and improvements (collectively "Feedback"), then Customer hereby grants Heroic and its affiliates a worldwide, irrevocable, perpetual, transferable, sublicensable, non-exclusive, royalty-free, fully paid-up right and license to use, perform, display, reproduce, create derivative works, and otherwise exploit such Feedback for any purpose. 6. Confidential Information. 1. Definition of Confidential Information and Obligations. Each party (the "Receiving Party") acknowledges that by reason of its relationship to the other party (the "Disclosing Party") under these Terms, the Receiving Party will have access to Confidential Information (as defined below) of the Disclosing Party. For purposes of these Terms, "Confidential Information" means any business or technical information that either party discloses to the other, in writing, orally, or by any other means, that is designated, or that is reasonably expected under the circumstances to be, confidential or proprietary, including things like computer programs, code, algorithms, data, know-how, formulas, processes, ideas, inventions, schematics and other technical, business, financial, and product development plans, names and expertise of employees and consultants, and customer lists. The Receiving Party agrees that it shall not (i) use the Disclosing Party's Confidential Information except as necessary to carry out its obligations or exercise its rights under these Terms or (ii) disclose the Disclosing Party's Confidential Information to any third party except as expressly otherwise provided in these Terms. The Receiving Party shall treat the Disclosing Party's Confidential Information in confidence and protect it with the same degree of care as the Receiving Party uses to protect its own confidential or proprietary information of a similar nature, but with no less than reasonable care. 2. Exclusions. Confidential Information does not include any information that the Receiving Party can demonstrate by written records: (i) was rightfully known to the Receiving Party, free of any confidentiality obligations, prior to its disclosure under these Terms by the Disclosing Party; (ii) is independently developed by the Receiving Party without making use of or reference to any Confidential Information of the Disclosing Party; (iii) is or becomes publicly known through no wrongful act of the Receiving Party; (iv) has been rightfully received from a third party whom the Receiving Party has reasonable grounds to believe is authorized to make such disclosure without restriction; (v) has been approved for disclosure by the Disclosing Party's prior written authorization; or (vi) must be produced or disclosed pursuant to applicable law, regulation or court order, or upon request by an examiner, auditor or regulator provided that the Receiving Party provides prompt advance notice thereof to enable the Disclosing Party to seek a protective order or otherwise prevent such disclosure. The Receiving Party may disclose the Disclosing Party's Confidential Information to its employees, independent contractors, consultants, and legal and financial advisors with a need to know such information and who are parties to appropriate agreements, or otherwise bound by confidentiality obligations, sufficient to comply with this Section 6 (collectively, "Representatives"). Each party will be responsible for all acts and omissions of its Representatives. 3. Return. Upon the earlier of the Disclosing Party's request or the termination or expiration of these Terms, the Receiving Party shall, at the Disclosing party's option, promptly return to the Disclosing Party or destroy all Confidential Information including all copies thereof, in whatever medium in its possession or control; provided that the Receiving Party may retain Confidential Information of the Disclosing Party that (i) is contained in an archived computer system backup that was made in accordance with the Receiving Party's security, e-mail retention, and/or disaster recovery procedures; (ii) is kept by its legal department for record-keeping, archival, or governance purposes in compliance with the Receiving Party's document retention policies; or (iii) is required to be retained by applicable law. Any Confidential Information so retained shall remain subject to the restrictions set forth in this Section 6. 4. Injunctive Relief. The receiving party acknowledges that disclosure of any Confidential Information by it will give rise to irreparable injury to the disclosing party, not adequately compensated by damages. Accordingly, the disclosing party will be entitled to equitable relief, including injunctive relief and specific performance against the breach or threatened breach of the undertakings in this Section 6, in addition to any other legal remedies which may be available. 7. Representations and Warranties; Disclaimers. 1. Mutual Representations and Warranties. Each party represents and warrants to the other that (i) it has the right, power, and authority to enter into these Terms and perform its obligations hereunder; (ii) it will, at all times, comply with all applicable laws, statutes, treaties and regulations in its performance of these Terms; and (iii) its entering into, and performance under, these Terms will not conflict with or violate any agreement or other obligation directly or indirectly applicable to such party. 2. Additional Representations and Warranties by Customer. Customer represents, warrants and covenants that it (i) will comply with all laws relating to the privacy of End Users; (ii) will protect the privacy and legal rights of its End Users; (iii) will provide legally adequate privacy notices to End Users; (iv) will ensure that End Users are notified of, and consent to, the transfer and use of End User Data to Heroic in connection with Customer's Game and any Heroic Products and/or Services; (vi) is solely responsible for the Customer Materials, (vii) will, if applicable, obtain any necessary parental or other consent required under COPPA for End Users under the age of 13 to make use of any Heroic Products and/or Services by playing a Customer Game; and (viii) the Customer Materials will not infringe any third-party's copyrights or patents or misappropriate any third-party's trade secrets. 3. Additional Representations and Warranties by Heroic. Heroic represents and warrants that the Heroic Products and/or Services, as delivered and when used in accordance with the Documentation and these Terms, will perform in all material respects as specified in such Documentation for the first ninety (90) days of the Term. In the event of any breach of the warranties in subsection (i) above, Heroic shall, as its sole liability and Customer's sole remedy, use reasonable efforts to remedy any deficiencies that cause the applicable Heroic Products and/or Services , to not conform to such warranties promptly after its receipt of written notice from Customer. Heroic will not be liable to the extent that any breach of the warranties in subsection (i) above are caused by (1) third-party components not provided by Heroic or any Open Source Components included within the applicable Heroic Products and/or Services; (2) any Customer Materials; (3) modifications to the applicable Heroic Products and/or Services made by a party other than Heroic; (4) unauthorized use of the applicable Heroic Products and/or Services or (5) Harmful Code introduced by Customer or its agents or customers. 4. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, THE HEROIC PRODUCTS AND/OR SERVICES ARE PROVIDED "AS IS" AND HEROIC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HEROIC AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (i) CUSTOMER’S USE OF THE HEROIC PRODUCTS AND/OR SERVICES PLANS WILL MEET CUSTOMER’S REQUIREMENTS; OR (ii) CUSTOMER’S USE OF THE HEROIC PRODUCTS AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR. IN ADDITION, HEROIC DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR THE DELETION OF, OR FAILURE TO STORE, ANY CUSTOMER MATERIALS MAINTAINED BY OR TRANSMITTED THROUGH CUSTOMER’S USE OF THE HEROIC PRODUCTS AND/OR SERVICES. 8. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL HEROIC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (INCLUDING FOR ANY LOSS OF DATA, PROFITS, REVENUE OR GOODWILL, INTERRUPTION OF BUSINESS OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES) ARISING FROM OR RELATING TO THESE TERMS, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF HEROIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEROIC’S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO HEROIC HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST CLAIM. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. FOR THE SAKE OF CLARITY, HEROIC MERELY PROVIDES TOOLS THAT ALLOW CUSTOMER TO PROVIDE CUSTOMER GAMES TO END USERS, AND HEROIC IS NOT RESPONSIBLE FOR, AND HEREBY DISCLAIMS ALL LIABILITY RELATED TO, SUCH CUSTOMER GAMES AND END USERS’ USE OF SUCH CUSTOMER GAMES. 9. Indemnity. 1. By Heroic. Heroic will indemnify, hold harmless and defend Customer and its shareholders, officers, directors, employees, affiliates and agents (collectively, "Customer Indemnified Parties") from and against any and all Losses incurred by such Customer Indemnified Parties arising out of any claim, suit, action or proceeding by a third party (an "Action") alleging that the applicable Heroic Products and/or Services infringe any U.S. copyrights or U.S. patents or misappropriates any trade secrets (a "Heroic Infringement Claim"). The foregoing obligations do not apply with respect to Heroic Infringement Claims related to (i) portions or components of the Heroic Products and/or Services (a) not supplied by Heroic, (b) made in whole or in part in accordance with Customer specifications, (c) that are modified by a party other than Heroic, (d) combined with other products (including Customer Games or Customer Materials), processes or materials, unless the Heroic Infringement Claim would have arisen irrespective of such combination, or (e) that are Open Source Components ; (ii) Customer's failure to stop using the applicable Heroic Products and/or Services after receiving written notice to do so from Heroic in order to avoid further infringement or misappropriation; (iii) Customer's use of the applicable Heroic Products and/or Services in violation of these Terms or the Documentation; (iv) Customer Materials; or (v) failure to timely implement any modifications, upgrades, replacements or enhancements made available to Customer by or on behalf of Heroic. If any Heroic Products and/or Services (or any portion or component thereof) become, or in Heroic's opinion are likely to become, the subject of a Heroic Infringement Claim, Heroic may, at its option and expense, either (a) procure for Customer the right to continue using the applicable Heroic Products and/or Services as provided for in these Terms, or (b) replace or modify the applicable Heroic Products and/or Services so that they become non-infringing and remain functionally equivalent. If neither of the foregoing options are, in Heroic's reasonable opinion, commercially reasonable, Heroic may terminate these Terms and will refund to Customer a pro-rata portion of any applicable prepaid Fees. THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND HEROIC’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED ACTIONS THAT ANY HEROIC PRODUCTS AND/OR SERVICES INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHT. 2. By Customer. Customer will indemnify, hold harmless and defend Heroic and its shareholders, officers, directors, employees, affiliates and agents (collectively, "Heroic Indemnified Parties") from and against any and all Losses incurred by such Heroic Indemnified Parties arising out of any Action (i) alleging that any Customer Game infringes any copyrights or patents or misappropriates any trade secret rights; (ii) relating to the Customer Materials or (iii) relating to Customer's breach of Sections 2.1, 2.2, 2.3, or 7.2. 3. Indemnification Procedure. Each party (the "Indemnitor") shall promptly notify the other party (the "Indemnitee") in writing of any Action for which such party believes it is entitled to be indemnified pursuant to this Section 9. The Indemnitor shall immediately take control of the defense and investigation of such Action and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee shall cooperate with the Indemnitor, at the Indemnitor's sole cost and expense, in such defense and investigation of such Action. The Indemnitee's failure to perform any obligations under this Section 9.3 will not relieve the Indemnitor of its obligations under this Section 9.3 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor may not settle any Action without the Indemnitee's prior written consent if such settlement requires a payment or admission of liability by such Indemnitee. 10. Miscellaneous. 1. Subcontractors. Heroic may from time to time in its discretion engage third parties to provide a portion or all of any Heroic Products and/or Services (each, a “Subcontractor"). Heroic shall not be liable for the acts and omissions of its Subcontractors to the extent any such acts or omissions are outside of Heroic's direct control. 2. Export Compliance. Customer understands that Heroic Products and/or Services may be subject to United States export controls administered by the U.S. Department of Commerce and the United States Department of Treasury Office of Foreign Assets Control. Customer acknowledges and agrees that Heroic Products and/or Services shall not be used, transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Entity List, Denied Persons List, or Unverified List, or the U.S. Department of State's Nonproliferation Sanctions list (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Software, Customer represents and warrants that Customer is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Customer agrees to comply strictly with all U.S. export laws and assume sole responsibility for obtaining United States government export licenses to export or re-export as may be required. 3. Governing Law, Jurisdiction. These Terms and all rights and obligations of the parties will be exclusively governed by and construed and interpreted in accordance with the laws of the State of California (without regard to conflict of law principles). Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the federal or state courts sitting in the County of San Francisco, California, and any appellate court of such court, solely for the purpose of any suit, action or proceeding brought to enforce its obligations under these Terms or in any way relating to these Terms. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to these Terms. 4. Publicity. Heroic may publicize the existence of the business relationship between Heroic and the Customer in connection with its products, promotions, or publications. Customer grants Heroic permission to use Customer’s name, trademarks and/or logo(s) in connection with promotion of Heroic’s products and services. All representations of Customer’s trademarks and logos shall be exact copies of those used by Customer in design, color and other details. Except as expressly set forth in this Section, nothing in these Terms gives either party any right, title or interest in the other party’s logos, trademarks, service marks or trade names. Upon mutual agreement between the parties, Heroic and the Customer agree to collaborate on a case study that highlights the benefits and outcomes of their business relationship. This case study may include written content, images, videos, and other relevant media. Both parties will work together to develop the case study's content and presentation. 5. Entire Agreement. These Terms, together with all Orders, the Privacy Policy (https://heroiclabs.com/privacypolicy.txt), the Support Policy (https://cloud.heroiclabs.com/support-terms.txt) and the Data Processing Terms (https://cloud.heroiclabs.com/dpa.txt), which are incorporated into and made a part of these Terms, contain the entire understanding of the parties relating its subject matter and supersedes any prior written or oral agreement or understandings between the parties with respect to its subject matter of these Terms. Notwithstanding the foregoing, if you have executed a Written Contract with respect to the applicable Heroic Products and/or Services, that Written Contract, and not these Terms, will govern such purchase of our he applicable Heroic Products and/or Services. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from these Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 6. Severability. If any provision of these Terms shall be held to be invalid or unenforceable, the remainder of these Terms shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws. 7. Assignment. Customer is not allowed to assign or transfer any of its rights or obligations under these Terms, in whole or in part, by operation of law or otherwise, without Heroic's prior written consent, and any attempt to do so without such consent will be null and void. Heroic may freely assign its rights and obligations under these Terms without requiring any consent from, or notice to, Customer. 8. Force Majeure. Except with respect to obligations to make payments under these Terms, neither party shall be deemed in default under these Terms, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations under these Terms due to causes beyond its reasonable control including, but not limited to: pandemic, earthquake, flood, fire, storm or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion, disruption of the public markets, war or armed conflict or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree. 9. Relationship of the Parties. Heroic is an independent contractor of Customer. These Terms shall not be construed to and do not create a relationship of agency, partnership, employment or joint venture. Neither party has the authority to bind the other or create any legal obligation or responsibility for the other without the other party's prior written consent. The inclusion of portions of these Terms in Heroic's arrangements with its consultants or subcontractors shall not create a contractual relationship between a consultant or subcontractor of Heroic and Customer. 10. Notice. Any legal notice, request, demand or other communication required or permitted under these Terms should be in writing, should reference these Terms, and will be deemed to be properly given: (i) upon receipt, if delivered personally; (ii) upon confirmation of receipt by the intended recipient, if by e-mail; (iii) five (5) business days after it is sent by registered or certified mail, with written confirmation of receipt; or (iv) three (3) business days after deposit with an internationally recognized express courier, with written confirmation of receipt. Notices should be sent to the address(es) set forth in the opening paragraph of these Terms, unless we notify each other that those addresses have changed. 11. Waivers. A party's obligations under these Terms can only be waived in a writing signed by an authorized representative of the other party, which waiver will be effective only with respect to the specific obligation described. The failure of a party to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless in writing. Last Updated: November 14th, 2024