Subscription Agreement for Leartes Studios

This Subscription Agreement (“Agreement”) is made by and between Leartes Studios Tasarım ve Yazılım Hizmetleri Ticaret Anonim Şirketi (“Provider”), 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, and the undersigned subscriber (“Subscriber”)

RECITALSWHEREAS, the Provider operates the Cosmos Website/Platform, which offers a range of digital assets and services;WHEREAS, the Subscriber is a current Member to the Cosmos and wishes to subscribe to the Provider's services as per the terms and conditions set forth herein;Now, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and intending to be legally bound, the parties agree as follows:

1. Definitions:In this Agreement, unless the context otherwise requires:1.1. "Services" refers to the digital content provided via subscription packages, including digital assets and related services, offered on the Cosmos Website/Platform.1.2. "Subscription Fee" means the amount payable by the Subscriber for accessing the Services.1.3. “Cosmos” means the digital asset store which is under sole ownership of the Provider and hosted on [cosmos.leartesstudios.com] 1.4. "Cosmos Credits" refers to a digital currency used exclusively within the Cosmos Game Asset Store. Cosmos Credits are a non-withdrawable balance, solely intended for transactions on the platform and cannot be exchanged for cash or other forms of legal tender.1.5. “Digital Assets” refers to all forms of digital assets available on the Cosmos platform, including but not limited to environments, 3D assets, visual effects (VFX), sounds, tools, and materials.

2. Subscription Services and Tiers:2.1. The Provider hereby grants the Subscriber access to a comprehensive suite of digital assets and services (“Services”) as detailed on the Cosmos Website/Platform. These Services encompass a diverse range of digital content and tools designed to facilitate and enhance the digital creative endeavors of the Subscriber. The Subscriber acknowledges that the Services, including but not limited to their nature, scope, and pricing, may be updated, expanded, or modified from time to time at the Provider's discretion, provided that such modifications do not materially decrease the overall value of the Services, to ensure continuous improvement and alignment with industry standards and Subscriber needs.

2.2. The Provider offers multiple subscription tiers (“Subscription Packages”), including but not limited to Free, Individual, and Studio Subscriptions, each designed to cater to varying levels of user requirements and preferences.

Free Subscription: This tier is automatically assigned to all Subscribers upon registration. It offers limited access to Digital Assets, without any allocation of Cosmos Credits.
Individual Subscription: Priced at $14.99 USD per month and $134.99 USD per year, this tier provides access to all 3D assets, sound assets, visual effect assets, and material assets, with a technical support. It is recommended for independent studios, small teams, and individual or freelance developers.
Studio Subscription: Priced at $49.99 USD per month and $449.99 USD per year, this package includes all the benefits of the Individual Subscription. It is designed for more established studios requiring greater resources and higher allocations.
Enterprise Subscription: Priced at $499.99 USD per month and $4499.99 USD per year, this tier is designed for large game development studios with annual revenues exceeding $2 million. It includes all features of the Individual and Studio Subscription tiers.

2.3. In addition to the tiers listed in Section 2.2, the Provider offers enhanced subscription packages (“Premium Subscription Packages”):

Premium Individual Subscription: Priced at $49.99 USD per month and $449.99 USD per year, this tier includes access to all 3D assets, sound assets, visual effect assets, and material assets, along with free access to three environment assets or tools of the Subscriber’s choice, on a monthly basis. The Subscriber's account is credited with 3 Premium Credits monthly.
Premium Studio Subscription: Priced at $149.99 USD per month and $1349.99 USD per year, this package includes all the benefits of the Premium Individual Subscription.
Premium Enterprise Subscription: Priced at $1499.99 USD per month and $13499.99 USD per year, this tier is designed for large game development studios with annual revenues exceeding $2 million. It includes all features of the Premium Individual and Premium Studio Subscription tiers.

2.4. The Subscriber agrees to subscribe to the tier, subject to the terms and conditions of that tier as outlined in this Agreement. The fixed monthly price at the date of conclusion of this contract is $14.99 USD including VAT and applicable taxes per month.2.5. Unless specifically stated by the Provider or periodically announced, no Subscription Package or Premium Subscription Package includes free access to the library of digital assets shown on the “Bundles” page of Cosmos. Environments and tools are separately licensed digital assets and must be paid for individually.2.6. The Provider may offer customized subscription packages to Enterprise Subscription subscribers, beyond the standard tiers. Offering customized packages shall not deemed as unfair commercial act in any circumstance. These are designed in accordance with the Subscribers' specific requirements, within the scope determined by the Provider.2.7. The Provider commits to delivering Services to the Subscriber under the stated terms and conditions. The Subscriber agrees to comply with this Agreement and the Terms of Use and ensures timely payment of service fees.

3. Payment Processing3.1. The Provider has authorized third-party payment service providers to process payments on the Cosmos platform securely and efficiently. Payments are processed by the payment infrastructure provider, and financial data is not stored under the Provider's authority.3.2. The authorized third-party payment service providers do not hold the status of a bank or financial depository institution. These providers collaborate with licensed payment institutions for processing and transferring funds. These payment institutions are committed to complying with all applicable regulations, including Know-Your-Customer (KYC) and Anti-Money Laundering (AML) laws, and international payment security standards.3.3. The Subscriber acknowledges that any additional fees, such as bank fees, transaction fees, or other similar charges related to the processing of payments, are beyond the Provider's control, and therefore, the Provider bears no responsibility for such additional costs. This includes any additional fees that may be levied by the Subscriber's bank or authorized payment institutions engaged by the payment service provider.3.4. Payments for Subscription Services are accepted through credit card and other payment methods authorized by the third-party payment provider. The Subscriber is responsible for ensuring that all payment information is accurate and up-to-date at the time of payment. The Provider does not accept wire transfers as a method of payment.3.5. The Parties undertake to comply with all applicable regulations concerning electronic payment transactions. The third-party payment service provider guarantees compliance with the Payment Card Industry Data Security Standard (PCI DSS) and commits to implementing all necessary administrative and technical measures in this regard. The Provider commits to taking administrative and technical measures, as outlined in the privacy policy and data policy documents, to ensure the security of personal data or billing information processed and stored in relation to payment transactions.

4. Non-Withdrawable Nature of Subscription Purchases:4.1. In compliance with EU Directive 2011/83/EU Article 16-m and Turkish legal regulation regarding to distant sale of goods and services “Mesafeli Sözleşmeler Yönetmeliği” Article15-ğ, the Subscriber acknowledges and agrees that all subscription purchases are final and non-withdrawable. The nature of digital content delivery and immediate access to the Services precludes the right of withdrawal typically afforded under these regulations.4.2. The Subscriber understands that by agreeing to this clause, they waive any right to withdraw from the purchase once the subscription process is completed and access to the Services is granted.

5. Term and Termination:5.1. This Agreement commences upon the Subscriber's acceptance of this Agreement and completion of the payment process and shall continue on a month-to-month or year-to-year basis. The Agreement automatically renews at the end of each monthly or yearly subscription period unless either party provides notice of termination.5.2. The Subscriber authorizes the Provider to automatically bill the subscription fee for each subsequent month at the current subscription rate. This recurring billing shall continue until the Subscriber cancels their subscription or the Provider ceases the service. The Provider will provide the Subscriber with a notice of renewal at least 7 days before the end of the current subscription period.5.3. In the event that the billing for the subscription period cannot be authorized or processed, the Provider reserves the right to cease providing the service. The Provider will make reasonable efforts to notify the Subscriber of any issues with payment authorization to allow for resolution.5.4. The Subscriber may cancel their subscription at any time. Upon cancellation, the Subscriber will retain access to the subscription services and benefits until the end of the current subscription period. No pro-rated refunds will be provided for the remaining days of the subscription period, unless the Provider fails to provide the Services as agreed.5.5. The Subscriber's right to access and use the Services will immediately cease upon termination.5.6. If the Subscriber deems it necessary, the Member may change their current package by switching to one of the packages in a higher or lower tier. In case of switching to higher packages, the change shall be made immediately, the price difference between the current package and the higher package shall be divided by the number of days remaining and the amount to be paid by the Subscriber shall be calculated. In case of switching to lower packages, the change shall be effective on the Subscription renewal date.

6. Use of Services:6.1. The Subscriber agrees to use the Services only for lawful purposes and in accordance with this Agreement.6.2. The Subscriber agrees not to use the Services for any unlawful, fraudulent, or malicious purposes, or to interfere with the operation of the Services or the Provider's systems.6.3. The Subscriber agrees not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission of the Provider.6.4. All Digital Assets and licenses offered within the Subscription Packages and Premium Subscription Packages are subject to the provisions of the Digital Asset License Contract, even if such Digital Assets are accessed by paying the fee (Subscription Fee) for the Services under this Agreement.

7. Data Protection:7.1. The Provider shall comply with all applicable data protection laws, including the General Data Protection Regulation (GDPR) and the Turkish Personal Data Protection Law (KVKK) in relation to the Subscriber's personal information.7.2. The Subscriber acknowledges and agrees that the Provider may collect, store, and process personal information for the purpose of providing the Services and improving the Subscriber's experience.7.3. The Provider shall take all reasonable measures to protect the Subscriber's personal information and shall not disclose it to any third party without the Subscriber's consent, except as required by law.

8. Limitation of Liability and Warranties:8.1. The Services are provided "as is," with the Provider making no warranties, express or implied, regarding the Services, including but not limited to warranties of satisfactory quality and fitness for a particular purpose. The Provider does not warrant that the Services will be uninterrupted or error-free, nor does it make any warranty as to the results that may be obtained from use of the Services.8.2. The Provider shall not be responsible for any damage or loss of any kind arising out of or related to the Subscriber's use of or inability to use the Services, including but not limited to lost profits, loss of business, or loss of data, even if the Provider has been advised of the possibility of such damages.

9. Governing Law and Dispute Resolution:9.1. This Agreement shall be governed by the laws of the Republic of Türkiye.9.2. Any disputes arising out of this Agreement shall first be attempted to be resolved through mutual negotiation between the parties. If the dispute cannot be resolved in this manner, it shall then be resolved through litigation under exclusive jurisdiction of courts and judicial offices in Istanbul (Çağlayan), Türkiye9.3. While Cosmos platform is a commercial platform, and its target audience is commercial entities, it is also open to the use of consumers and anyone who meets the conditions in the Termsof Use Agreement can become a Member. In the event that the purchases made through Cosmos, and the purchase of the subscription Service specific to this Agreement, are made by consumers residing in Turkey, the Provincial / District Consumer Arbitration Committees are authorised for disputes below 104,000 Turkish Liras for the year of 2024, and the Consumer Courts where the consumer is located are authorised for disputes above this limit. For consumers residing in the European Union, there is the European Online Dispute Resolution Platform (ODR platform) for Consumer Disputes. The ODR platform can be accessed from the link below: http://ec.europa.eu/consumers/odr/

10. Entire Agreement:10.1. This Agreement, including any terms and conditions referenced herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the subject matter (Subscriptions) of this Agreement.10.2. Under this Agreement, provision 10.1. shall not be interpreted in such a way as to prejudice the priority of the Terms of Use Agreement. For the avoidance of doubt, the Terms of Use Agreement constitutes the substantive basis of all legal relations between the Subscriber and Leartes Studios.

11. Modifications:11.1. The Provider reserves the right to modify this Agreement at any time, in its sole discretion, provided that the Provider gives the Subscriber at least 30 days' notice of any such changes. Any changes will be effective upon posting of the modified Agreement on the Provider's website. The Subscriber's continued use of the Services after any changes to this Agreement constitutes acceptance of those changes. In accordance with the Terms of Use, the Provider shall provide notice of any upcoming changes or modifications to this Agreement.

12. Severability:12.1. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

13. Waiver:13.1. The failure of a Party to exercise any right or enforce or delay in enforcing any provision of this Agreement 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.13.2. No waiver shall be considered valid and effective unless made in writing.

14. Assignment:14.1. The Subscriber may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Provider. The Provider may assign this Agreement or any rights or obligations hereunder, provided that the Provider ensures that any assignee agrees to fulfill the Provider's obligations under this Agreement, and the Provider notifies the Subscriber of such assignment.

15. Accessibility and Delivery of the Agreement15.1. This Agreement shall be continuously accessible to the Subscriber on the Cosmos Website/Platform throughout the term of their subscription. Additionally, Leartes Studios agrees to provide a copy of this Agreement to the Subscriber via registered e-mail upon their request. It is the Subscriber's responsibility to ensure their e-mail address is current and accurate. Leartes Studios is committed to ensuring the Subscriber's ease of access to the terms of their subscription.

IN WITNESS WHEREOF, the parties have executed this Agreement as of 5/18/2024 with electronic distant approval of Parties.