Digital Asset Licensing Contract

This Digital Asset Licensing Contract (the “Contract”), effective as of 2 June 2024 (“Effective Date”) is entered into by and between Leartes Studios Tasarım ve Yazılım Hizmetleri Ticaret Anonim Şirketi, a corporation duly organized and existing under the laws of Republic of Türkiye with its principal place of business at Merdivenköy Mah. Dikyol Sk. B Blok No: 2 İç Kapı No: 193 KADIKÖY/ İSTANBUL (“Licensor”), and Member of Cosmos Platform (“License”) whose idetification is given below and who confirms that it is acting in a business capacity and not as a consumer in relation to this Contract.

Name: E-mail:

(A) WHEREAS, the Licensor owns and operates the Cosmos, a digital platform designed for the licensing, utilization, and distribution of a wide array of digital assets, including but not limited to environments, 3D assets, visual effects, sounds, tools, and materials, accessible at cosmos.leartesstudios.com (“Cosmos”);
(B) WHEREAS, the Licensee desires to access and use certain digital assets made available through the Cosmos Platform for the purpose of developing and commercializing interactive digital media contents and games.
(C) WHEREAS, the Licensor is willing to grant, and the Licensee wishes to receive, a license to use such digital assets, subject to the terms and conditions set forth in this Contract;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereto agree as follows:

Article 1: Definitions:For the purposes of this Contract, the following terms shall have the meanings set forth below:

“Cosmos Credits” refers to the designated virtual commodity designed exclusively to be used on Cosmos. Use of Cosmos Credits are governed under Cosmos Prepaid Balance Contract.

“Digital Assets” refers to the digital asset provided by the Licensor on the Cosmos Platform, including but not limited to environments, 3D assets, visual effects, sounds, tools, and materials.

“End User”(“Licensee”) denotes any individual or entity that utilizes the Licensed Content in accordance with the terms of this Contract.

“Intellectual Property” refers to all creations of the mind that are available on the Cosmos platform, including Digital Assets, trademarks, copyrights, patents, trade secrets, domain names, and subdomains. All intellectual property rights, except for those belonging to third parties, are the property of Leartes Studios.

“Licensed Content” encompasses the Digital Assets that are licensed to the Licensee under this Contract.

“Terms of Use” refers to the general terms and conditions applicable to all Users of the Cosmos platform set forth in Terms of Use.

Article 2: Grant of LicenseSection 2.1: Nature and Scope of LicenseThe Licensor hereby grants to the Licensee a non-exclusive, non-transferable, and limited license to access and use the Digital Assets provided on the Cosmos Platform, subject to the terms and conditions of this Contract.The Licensee is authorized to use, copy, adapt, modify, and create derivative works based upon the Licensed Content for incorporation into various projects, including but not limited to digital media, game development, and interactive content. The Licensee may utilize the Licensed Content for both personal and commercial purposes, in accordance with the provisions of this Contract.Section 2.2: Restrictions on UseThe Licensee shall not:

Redistribute, resell, lease, license, sub-license, or offer the Licensed Content on a standalone basis.
Use the Licensed Content in any manner that competes directly with the Licensor's business or the Cosmos Platform.
Incorporate the Licensed Content into any products or services that facilitate or promote illegal activities or violate any applicable laws and regulations.
Engage in unauthorized sublicensing of the Licensed Content to any third parties.
Modify or use the Licensed Content in a way that infringes upon the intellectual property rights or other rights of any third parties.

The Licensee is prohibited from sublicensing, sharing, or otherwise transferring any rights granted under this Contract to any third party, except as expressly permitted in writing by the Licensor.

Article 3: Intellectual Property RightsThe Licensor declares and the Licensee acknowledges that the Licensor, or its licensors, retain all right, title, and interest in and to the Digital Assets provided on the Cosmos Platform. This includes, without limitation, all copyrights, patents, trademarks, trade secrets, and other intellectual property rights therein.The Licensee accepts that the license granted under this Contract is a limited right to use the Digital Assets and does not constitute a transfer of title or ownership in any of the Digital Assets. The Licensee's use of the Digital Assets is subject to the terms and conditions of this Contract and does not confer any proprietary rights to the Licensee over the Digital Assets.

Article 4: Licensed ContentContent Details:

Name/ID: Category: Type: Quantity: License Fee:

Article 5: User Obligations and ComplianceThe Licensee undertakes to comply with all terms and conditions set forth in this Contract and to adhere to all applicable laws and regulations in their use of the Digital Assets. This includes, but is not limited to, any laws governing copyright, trademark, and other relevant intellectual property laws.Where required by the Licensor, the Licensee shall provide appropriate attribution or acknowledgment of the source of the Digital Assets in a manner consistent with industry standards and as specified by the Licensor. This may include, but is not limited to, the inclusion of copyright notices or other proprietary legends as instructed by the Licensor.The Licensee shall not use any trademarks, service marks, logos, or branding of the Licensor (“Licensor’s Marks”) without the Licensor’s prior written consent. When granted permission, the Licensee must use the Licensor’s Marks in accordance with any guidelines provided by the Licensor. The Licensee acknowledges that all use of the Licensor’s Marks and any goodwill associated therewith shall inure to the benefit of the Licensor.The Licensee shall not distribute, resell, or otherwise transfer the Digital Assets to any third party except as explicitly permitted under this Contract. The Licensee shall not make the Digital Assets available in a manner that allows third parties to download, extract, or access the assets as standalone files.Leartes Studios offers three main License tiers for Digital Assets which are designed to cater to varying levels of access and benefits. Licensees shall choose the applicable License type and pay the License fee for the relevant License tier.

Individual License: The Individual License is designated for individuals operating independently or as sole proprietors with annual revenues not exceeding $100,000 USD. This license grants permission for use in both commercial and non-commercial projects.
Studio License: The Studio License is intended for studios or independent developers with annual revenues of up to $2 million USD or those employing between 1 to 11 personnel. This license caters to the requirements of small to medium-sized studios, providing extended access for team usage. It authorizes use in both commercial and non-commercial projects.
Enterprise License: The Enterprise License is applicable for studios with annual revenues exceeding $2 million USD or those employing 12 or more personnel. This license ensures comprehensive coverage for commercial use in large-scale projects and allows use in both commercial and non-commercial projects.

If the Licensee’s team exceeds the specified requirements for their current product license tier after the acquisition, there shall be no obligation to upgrade the product licenses or incur additional fees. Notwithstanding the foregoing, if it is determined that the Licensee provided false or misleading information at the time of license fee payment, or otherwise engaged in fraudulent conduct to obtain a lower tier license, the Licensor reserves the absolute right to immediately terminate the Licensee's rights to use the Licensed Content. In such an event, the Licensee shall forfeit any fees paid, and the Licensor may pursue all available legal and equitable remedies, including but not limited to, the recovery of damages, attorney's fees, and costs incurred due to the Licensee’s misrepresentation or fraud. The termination of the license shall be without prejudice to any other rights or remedies that the Licensor may have under applicable laws or this Agreement.

Article 6: Payments

License Fee for Licensed Content is: _______ (VAT included)License Type: _______ Payment Terms: Via Cosmos Credits Balance or via USD.

Use of Cosmos Credits are governed by Cosmos Prepaid Balance Contract.It is expressly understood that any subsequent price changes to the Licensed Content shall not give rise to any claims or adjustments for previous purchases made by the Licensee. The terms agreed upon at the time of each transaction are final and binding for that specific licensing.All prices are inclusive of VAT and final.

Article 7: Delivery of Licensed ContentThe Licensor shall make the Licensed Content available to the Licensee through the Cosmos Platform. The Licensor shall ensure that the Licensed Content is accessible for download or use by the Licensee in accordance with the terms of this Contract.The Licensed Content shall be delivered to the Licensee electronically, either via direct download from the Cosmos Platform or through a secure link provided to the Licensee’s designated email address. The Licensee acknowledges that there is no physical delivery of the Digital Assets licensed to it under this Contract.The Licensor shall make reasonable efforts to ensure that the Licensed Content is delivered promptly following the completion of the Licensee’s purchase transaction. However, delivery times may vary based on technical factors, the nature of the Licensed Content, and other relevant circumstances.The Licensed Content shall be delivered in a standard digital format, as specified on the Cosmos Platform. The Licensor shall ensure that the Licensed Content meets a reasonable level of quality and is free of defects at the time of delivery.The Licensor shall notify the Licensee when the Licensed Content is available for access or download. This notification may be provided through the Cosmos interface or via email.Upon receipt of the Licensed Content, the Licensee shall be responsible for verifying the integrity and completeness of the content. Any issues or discrepancies must be reported to the Licensor within 14 days of the transaction.

Article 8: Refund and Cancellation PolicySection 8.1. Non-Refundability and Cancellation The Licensee acknowledges and agrees that due to the nature of digital content licensing, all sales of Licensed Content under this Contract are final. Once the Licensed Content has been made available for download or has been accessed by the Licensee, it shall be deemed delivered and used, and no refunds shall be issued.Notwithstanding the above, the Licensee may cancel their purchase and request a refund only if the Licensed Content has not yet been accessed or downloaded. Such cancellation must be communicated to the Licensor in writing within 2 hours from the time of the transaction. Section 8.2. Faulty or Non-Conforming ContentIn the event that the Licensed Content is found to be faulty, not as described, or does not perform as advertised, the Licensee shall notify the Licensor in writing, detailing the specific issues encountered. The Licensor shall then have the opportunity to rectify the issue within a reasonable time frame. If the Licensor is unable to remedy the problem in this way, the Licensor shall first offer a discount in proportion to the rate of defect or refund the licence fee paid to the Licensee, unless this imposes an extraordinary burden on the Licensee. The reduction in the rate of defect cannot be rejected without a reasonable ground.To initiate a cancellation or request a refund under the conditions stated above, the Licensee must contact the Licensor through the designated communication channels provided on the Cosmos Platform. The Licensor shall process valid refund requests in accordance with its standard operating procedures and applicable laws.

Article 9: Termination and RevocationThe Licensor may terminate this Contract and revoke the license if:

The Licensee fails to comply with any terms and conditions of this Contract.
The Licensee fails to comply with any terms and conditions of Terms of Use.
The Licensee engages in any unauthorized use of the Licensed Content.
The Licensee becomes insolvent, files for bankruptcy, or ceases its business operations.

Upon termination of this Contract:

All rights granted to the Licensee under this Contract shall immediately cease.
The Licensee shall immediately cease all use of the Licensed Content and delete or destroy all copies of the Licensed Content in their possession or control.

Article 10: Warranties and RepresentationsSection 10.1. General Warranties and RepresentationThe Licensor warrants that it has the right to grant the license to the Licensed Content and that the Licensed Content does not infringe upon the intellectual property rights of any third party.Except for the express warranties provided herein, the Licensed Content is provided "as is" without any warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose.There are no express and/or implied warranties, guarantees of performance and no express and/or implied undertakings given by the Licensor with respect to the licences offered under this Agreement, including but not limited to those listed in this Section.

The Licensed Content is suitable for the needs and requirements of the Licensee,
The effectiveness, reliability and certainty of the results, benefits and/or returns from the use of and access to the Licensed Content,
That the Licensed Content will meet the Licensee's expectations

Section 10.2. Acknowledgements by LicenseeThe Licensee acknowledges and agrees that:

They have exercised their independent judgment in acquiring the Licensed Content.
They shall not rely on any representation or warranty from the Licensor regarding the Licensed Conten's suitability for a particular purpose, except as expressly stated in this Contract
The Licensee understands the commercial nature of this Contract and agrees that the Licensee shall not seek to invoke any consumer rights or consumer protection laws in relation to any aspect of this Contract, including but not limited to the licensing, use, and delivery of the Licensed Content.

Article 11. Limitation of Liability:The Licensor's liability in connection with the use of the Digital Assets provided under this Contract shall be limited to the maximum extent permitted by law. The Licensor shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, data, or goodwill.Notwithstanding any other provision of this Contract, the total liability of the Licensor to the Licensee for all damages, losses, and causes of action (whether in contract, tort, including negligence, or otherwise) shall not exceed the total license fee actually paid by the Licensee to the Licensor for the Licensed Content under this Contract during the twelve (12) months immediately preceding the date of the claim.

Article 12. IndemnificationSection 12.1. Scope of IndemnificationThe Licensee shall indemnify, defend, and hold harmless the Licensor, its affiliates, officers, agents, and employees from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with the Licensee's use of the Licensed Content, violation of this Contract, or violation of any rights of a third party.Specifically, the Licensee shall also indemnify the Licensor against any claims, damages, liabilities, costs, and expenses arising from allegations that the Licensee's use of the Licensed Content infringes or violates any intellectual property rights of a third party. Section 12.2. Procedure for IndemnificationIn the event of a potential indemnity claim, the Licensor shall:

Promptly notify the Licensee of the claim.
Allow the Licensee to control the defense and settlement of the claim.
Provide reasonable assistance (at the Licensee's expense) in the defense and settlement of the claim.

Section 12.3. Limitations on IndemnificationThe Licensee's obligation to indemnify shall not apply to the extent that the claim arises from the Licensor's breach of this Contract or from the Licensor's negligence or willful misconduct.

Article 13. Dispute Resolution and Governing LawSection 13.1. Dispute Resolution MechanismsThe parties shall engage in good faith efforts to amicably resolve any disputes, claims, questions, or disagreements arising from or related to this Contract or its breach, through consultation and negotiation, aiming for a just and equitable solution satisfactory to both parties.If no resolution is reached within 60 days from the initiation of the dispute, either party may elect to escalate the matter to formal legal proceedings.Where the nature of the dispute and the necessity of the situation indicate that the 60-day period will cause prolongation, the dispute may be referred to the judicial authorities without waiting for this period.Section 13.2. Applicable LawThis Contract shall be governed and interpreted in accordance with the laws of Republic of Türkiye.Section 13.3. JurisdictionLegal actions or proceedings arising under this Contract shall be brought exclusively in the courts and enforcement offices of Istanbul (Çağlayan), Turkey, to which the parties irrevocably consent in terms of jurisdiction and venue.

Article 14. Miscellaneous ProvisionsSection 14.1. AssignmentLicensee may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Licensor. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Contract is binding solely upon to the benefit of the appearing Parties hereto.Section 14.2. SeverabilityIf any provision of this Contract is determined invalid, illegal or unenforceable by a competent judicial authority or agency, such provision shall, to the extent applicable, be deemed to be null and void. Such disregard shall have no effect on the validity and enforceability of the other provisions of this Contract, nor shall the Parties assert any objection or defence that they would not have become parties to the Contract had the relevant provision not existed at the time of its conclusion, nor shall they claim that the omitted provision should be annulled in respect of transactions prior to the date of such omission.If any provision of this Contract is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Contract or invalidate or render unenforceable such term or provision in any other jurisdiction.Section 14.3. No WaiverThe failure of a Party to exercise any right or enforce or delay in enforcing any provision of this Contract shall not constitute a waiver of such right or provision unless agreed in writing by the Party not exercising such right or delaying in enforcing such provision.

Article 15. Acceptance And Effectiveness of ContractThe parties hereby declare and undertake that they have read, understood and accepted this Contract, which consists of only 15 (Fifteen) articles, without any indication or reservation.IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by their duly authorized representatives as of the Effective Date.