NERD KINGDOM, INC.

THE UNTITLED GAME

END USER LICENSE AGREEMENT

In order for Nerd Kingdom, Inc. (“Nerd Kingdom”) to protect its tools, products and services (the “Service”) related to The Untitled Game (“TUG” or the “Game”), we need these terms and conditions (“Agreement”) to set rules for use of the Service. This Agreement is a legal document which binds you and us (Nerd Kingdom).

Please read this agreement carefully. By accessing or using the Service or playing the Game, you are agreeing to abide by this Agreement, Game’s Privacy Policy (found [here]), and Game’s Terms of Service (found [here]). If you disagree with any part of this Agreement, or Nerd Kingdom’s Privacy Policy or Terms of Service, then you must not use our Service or play our Game.

1. User License

Nerd Kingdom grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to use the Service and the Game and to create Modded Content (as defined below) as provided herein during the term of this Agreement.

2. Modifications

We want you to play around with the Game and modify it by adding new software, modifications, tools, plugins, or other items which we will refer to collectively as “Mods.” By “Mods,” we mean something original that you or someone else created to modify the Game. When you combine your Mod with the Game software, we will call that combination “Modded Content.” We have the final say on what constitutes a Mod and what doesn’t. You own the Modded Content you create, but, by using our Service or Game, you grant Nerd Kingdom a nonexclusive, perpetual, irrevocable, sublicensable license to use, reproduce, sell, modify, publish, and distribute the Modded Content for any purpose worldwide. You represent and warrant that the Modded Content will not infringe on any third party’s intellectual property rights or violate applicable law.

3. Sale of Modded Content

You may distribute and/or sell Modded Content within the Service so long as you do not disclose Confidential Information (as defined below) of Nerd Kingdom. If you use our tools, systems, utilities, platform, etc. (“Tools”) to create or sell Modded Content, you agree that Nerd Kingdom is entitled to thirty percent (30%) of revenue you receive from that Modded Content and that Nerd Kingdom will be entitled to deduct its percentage before you receive any portion of such revenues.

4. License Limitations

Your right to use the Service or the Game is limited to the license grant above, and you may not otherwise copy, display, seek to disable, distribute, perform, publish, modify, transfer, create works from, or use the Service or the Game or any component of it, except as expressly authorized by Nerd Kingdom.You will have no right to use, sell, or distribute Modded Content for use outside the Game, or as a stand-alone product independent from the Game.

5. Nerd Kingdom's Rights

Except rights expressly given to you in this Agreement, Nerd Kingdom will exclusively own all rights, title and interest in the Service and the Game and all materials and content embodied or accessible in through the Service or the Game (including but not limited to all characters, images, photographs, animations, video, music, text, structure, organization, and code), and all associated copyrights, trademarks, and other intellectual property rights. You may not remove, alter, or obscure Nerd Kingdom’s trademarks or logos, legal notices, or any product identification, copyright, or other intellectual property notices in the Service, Game or related materials.

6. User Data

In exchange for use of the Service and Game, you agree that Nerd Kingdom has the right and permission to use, copy, modify, adapt, distribute, and publicly display data Nerd Kingdom gathers about your use of the Service or Game, including data related to your creation of Modded Content, and that Nerd Kingdom may use, copy, modify, sublicense, adapt, distribute, publish, and publicly display such data.

7. Confidentiality

Until the official public release of the Game in your territory, you agree not to disclose, and to take reasonable steps to prevent any unauthorized disclosure of, any Confidential Information. “Confidential Information” means all software (including source and object code), specifications, and documentation embodied in or relating to the Service or Game, and all nonpublic information relating to Nerd Kingdom, its business, plans, or strategies.However, once the Service and the Game are released to the public in your territory, the terms of this paragraph will no longer apply.

8. Updates and Support

You understand that the Service and Game may automatically download and install updates, upgrades and additional features from time to time. If this happens, Nerd Kingdom will not have the obligation to support any previous version of the Service, Game, or Modded Content.

9. Term and Termination

Nerd Kingdom can terminate this Agreement if Nerd Kingdom believes you have breached any of these terms.You can terminate this Agreement by terminating use of the Service, the Game, and Modded Content. If this Agreement is terminated, you will no longer have the right to use the Service, Game, or Modded Content as provided in this Agreement. If this Agreement is terminated, you will also no longer have the right to continue selling, distributing, or otherwise exploiting any Modded Content. Paragraphs 2, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, and 18 of this Agreement will survive termination or expiration of this Agreement.

10. Changes to the Agreement

Nerd Kingdom has the right to change the terms and conditions of this Agreement at any time, for any reason.Nerd Kingdom may post a notice of any changes on its website pursuant to the Notice provision below. It is your responsibility to check for updates to this Agreement and Nerd Kingdom has no obligation to inform you of any changes.If any changes to this Agreement are unacceptable to you or cause you to be in breach of this Agreement, you must immediately stop using the Service, the Game, and Modded Content.Your continued use of the Service, the Game, or Modded Content following any changes to this Agreement constitutes your complete and irrevocable acceptance of any changes

11. Notice

Nerd Kingdom will provide any required notices to you by posting a general notice on its website or will email the address on record in your account at Nerd Kingdom’s discretion.If you are required under this Agreement to give notice to Nerd Kingdom, you can do so by emailing [email protected] or by sending notice by first class mail, postage prepaid, or overnight courier to:

Nerd Kingdom, Inc.
2900 Gateway Dr, Suite 600
Irving, TX 75063
Attn.: Legal

12. No Warranty

The service and game are provided “as is.” Nerd Kingdom does not make any warranty that the Service or Game will be error-free, that defects will be corrected, or that the Service or Game is free of viruses, bots, worms, or other harmful software.Nerd Kingdom expressly disclaims all warranties, express or implied, including without limitation the warranties of merchantability or fitness for any particular purpose or use, and non-infringement. Nerd Kingdom does not warrant or make any representations regarding the use, validity, accuracy or reliability of, or the results of the use of, or otherwise respecting, the materials in the Service or Game.

13. Limitation of Liability

You agree that Nerd Kingdom will not be held liable in any way for damage or loss of any kind, whether for breach of contract, tortious behavior, negligence or any other cause of action resulting from (a) the use of or inability to use the Service or Game; (b) Nerd Kingdom’s breach of any representation or warranty; (c) the downloading of any software owned or operated by Nerd Kingdom or any third party provider; (d) personal injury or property damage of any nature whatsoever resulting from your access to and use of the Service or Game; or (e) interruptions of service, including without limitation software or hardware failures or any other event which may result in a loss of data or disruption of service.You also agree that Nerd Kingdom will not be held liable to you or anyone else for any indirect, incidental, special, exemplary, consequential or any other damages resulting from the use of or inability to use the Service or Game. Some jurisdictions may not allow the limitation or exclusion of certain warranties or disclaimers in which case some of the warranties or disclaimers provided in this agreement may not be applicable.To the extent that the limitation of liability set forth in this section is prohibited or fails of its essential purpose, Nerd Kingdom’s total liability arising from this agreement and sole obligation with respect to damages shall not exceed one hundred United States Dollars (US$100.00).

14. Warranties Material

You agree that the terms of this Agreement that limit liability and disclaim warranties are material and essential terms of this Agreement and that Nerd Kingdom would not grant you the rights granted in this Agreement without your agreement to these terms.

15. Fees and Costs

You agree that you are responsible for any fees or costs that you may incur in connection with your use of the Service or Game.

16. Indemnity

You agree to defend, indemnify and hold harmless Nerd Kingdom, and any of its directors, officers, employees, affiliates or agents, from and against any and all claims, losses, damages, liabilities and other expenses (including reasonable attorneys’ fees), arising from your breach of this Agreement.

17. Dispute Resolution

You and we agree that all disputes, claims, or controversies relating to this Agreement shall be resolved in accordance with the Dispute Resolution provisions contained in the Terms of Service, found [here].

18. Miscellaneous

This Agreement is governed by the laws of Texas and the United States of America without regard to conflict of laws principles. You may not assign any part of this Agreement without the prior written consent of Nerd Kingdom.Nerd Kingdom may assign this Agreement in its sole discretion.You agree that this Agreement constitutes the entire understanding and agreement between you and Nerd Kingdom with respect to the Service or Game, and supersedes all prior or contemporaneous written or oral communications, understandings and agreements. Any waiver of any term or condition of this Agreement must be in writing to be effective. If any provision of this Agreement is found to be invalid or unenforceable, the remaining terms will continue to be valid and enforceable to the fullest extent permitted by law.Either party’s failure to act with respect to any provision of this Agreement or any breach of this Agreement does not waive the other party’s right to act with respect to any other provision or any subsequent or similar breaches, or pursue any remedy available to such party whether under this Agreement or applicable law.

19. Contact

If you have any questions about this Agreement, or if you want to contact Nerd Kingdom for any reason, please direct all correspondence to [email protected].