Developer Terms and Conditions of Service

Ludex Technologies Inc. (“Ludex,” “we,” “us,” or “our”) welcomes you to our services and offerings through our website(s), various platforms, our SDKs and APIs. These Developer Terms establish the agreement between Ludex and you, either as an individual signing up for developer services or as a representative of a company or entity authorized to enroll in developer services (referred to in both instances as “Company”).

Definitions of key terms - To ensure clarity and mutual understanding throughout the Developer Terms and Conditions of Service, this section provides definitions for key terms used within the Agreement. It is crucial for all parties involved to familiarize themselves with these definitions to fully grasp the scope, limitations, and extent of the services and obligations described in the subsequent sections.

• Terms/Agreement: Refers to the Developer Terms and Conditions of Service between Ludex and the Company, including any amendments, which govern the use of Ludex's services.

• Players: Users who participate in the gaming experiences, tournaments, or competitions (Challenges) offered through the Enhanced Game.

• Game: The gaming experience created and managed by the Company.

• Challenge: Tournaments or competitions created within the Ludex platform for developers (the Dashboard). Players will be able to participate in Challenges in the Enhanced Game provided by the Company.

• Service or Services: The offerings provided by Ludex, but not limited to, any updated or new features, functionality, and technology (like the Dashboard, website, SDKs, APIs, gaming challenges, Monetization Services, etc.).

• Dashboard: The interface (https://dashboard.ludex.gg/) provided by Ludex for game developers (or the Company) for the creation and administration of Challenges, managing payouts, and accessing other related services.

• Monetization Services: A suite of services provided by Ludex that allows the Company to monetize their Games through the integration of Ludex's Services. These Services enable the implementation of skill-based competitions, known as Challenges, within the Games. In these Challenges, Players pay an Entry Fee, a portion of which, termed the Game Fee, is allocated to the Company.

• Entry Fee: The amount of money, tokens, or coins paid by Players to participate in a Challenge. The Entry Fee includes the Game Fee and may also encompass additional costs associated with hosting or managing the Challenge.

• Game Fee: A portion of the Entry Fee collected in Challenges, which is designated as revenue for the Company. This fee represents the Company’s earnings from hosting the Challenge within their Game.

• Competition Data: Detailed reporting data provided by Ludex on Challenge activities, including Challenge participation, Player actions, and generated revenues.

• Payout: The set of parameters and rules wanted by the Company for Challenges within their Game. When creating a Payout, the Company specifies the conditions of the Challenges, including the coins or tokens, the Environment, the numbers of Players, the Entry Fee, the blockchain, and the Game Fee.

Ludex provides a platform for developers to create and manage gaming experiences, including tournaments and competitions referred to as “Challenges” by Ludex. We maintain a strong commitment to supporting developers and respecting the integrity of their creations. Our platform is designed to unlock economic opportunities for developers while ensuring a fair and enjoyable experience for all Players.

By accessing, browsing, or using our Service, (1) you acknowledge that you have read, understood, and agree to be bound by these Developer Terms and Conditions of Service (as amended from time to time, these “Terms” or “Agreement”), (2) if Company is an individual, that person must be at least eighteen (18) years of age and (3) you agree to enhance your Game(s) in compliance with our guidelines to enable Players to participate in a fair, enjoyable, and competitive environment.

By registering for developer services or creating a developer account with Ludex, you agree to be bound by these Terms, which govern our relationship with you as a developer (“Company”). If you do not agree to these Terms, you must not create a developer account nor use our Service.

Changes to Terms - Ludex reserves the right, at our sole discretion, to modify these Terms at any time. Changes will be posted on our website and we will make reasonable efforts to notify you of any significant changes through our Service interface or other communication methods. Your continued use of the Service 14 days after being posted or emailed constitutes your acceptance of the new Terms. We encourage you to periodically review these Terms to stay informed of our updates.

Privacy and Legal Rights - At Ludex, we respect the privacy and legal rights of our Players and developers. Your use of our Service is also subject to our Privacy Policy, where you can find more information about how we handle personal data.

Additional Terms - When using specific features of the Service, additional terms may apply, which will be communicated within the Service or posted on our website. All such terms are hereby incorporated by reference into these Terms.

Final Acknowledgment - Please read these Terms carefully as they contain important information regarding your legal rights, remedies, and obligations. By using the Service, you consent to our collection, use, and disclosure of data as outlined in our Privacy Policy and agree to be bound by these Terms and any future amendments.

1. MONETIZATION SERVICES AT LUDEX TECHNOLOGIES INC.

1.1 Services Provided by Ludex

Upon the successful integration and deployment of the Enhanced Game in a live operational setting, and adhering to the terms of this Agreement, Ludex will provide the following services:

• Creation and administration of gaming challenges via our Dashboard and APIs.
  
  This includes setting up game tournaments/competitions, creating Payouts (choosing the type of coin or token, the chain, the environment, handling the amount of Players per Challenge, the Entry Fee and the Game Fee), resolving user disputes related to Challenges (excluding Game-specific issues), providing comprehensive customer support for inquiries related to these Challenges, and - if using the related Service - overseeing Player accounts.

• Supplying detailed reporting data on Challenge activities.
  
  Such as Challenge participation, Player actions, and generated revenues (collectively referred to as “Competition Data”).

We reserve the right to modify, update, or discontinue any part of the Monetization Services at our discretion.

1.2 SDK and API License

During the term of this Agreement, Ludex grants the Company a limited, non-exclusive, and non-transferable license to use our Software Development Kit (SDK) and/or Application Programming Interface (API) solely for adapting the Game to utilize our Monetization Services. This license does not permit reproduction or distribution of the SDK, Dashboard, or Monetization Services. The Company is responsible for preventing unauthorized third-party access to the Monetization Services and must not engage in any reverse engineering, unauthorized modifications, or other actions that would compromise the integrity of the Monetization Services or SDK.

1.3 Suspension Policy

The Company holds the right to suspend its Players to enter a Challenge at its discretion. Likewise, Ludex may suspend or terminate any aspect of the Monetization Services as deemed necessary. The Company is permitted to display advertisements in connection with virtual currency tournament-based competitions that do not include a real money entry fee.

1.4 Promotional Use

Ludex and its affiliate entities may use the Company’s name, trademarks, and logos solely to denote the Company’s partnership with Ludex in marketing and promotional materials. Similarly, the Company and its games may be identified as part of the Ludex network in such promotions.

1.5 Player Information Management

Players must agree to the Players Terms and Conditions of Service set by Ludex to access Challenges. Ludex may collect and handle user personal data in compliance with applicable laws and our privacy policy. Ludex commits to protecting players privacy and resolving any disputes related to Challenge participation, with the Company managing any separate disputes directly with its Players.

2. COMPANY OBLIGATIONS, SERVICE ACCESS, AND USE

2.1 Company Obligations

The Company must own or possess necessary rights to the Game and its content, ensuring compliance with legal standards and that the Game does not contain or link to unlawful, libelous, defamatory, or publicly inappropriate content.

Our Services include various offerings accessible through our Dashboard. Registration may be required for full access and use of certain features. Companies are expected to provide true, accurate, and complete information during registration, governed by our Privacy Policy. Our Services are not available to individuals under 18 years of age.

The Company is required to provide Ludex with comprehensive and accurate Game information and data, essential for implementing our Monetization Services. Ludex relies on this information and is not liable for any inaccuracies. The Company must promptly inform Ludex of any complaints related to these services. In cases where errors in the Monetization Services arise from incorrect data provided by the Company, it is the Company's responsibility to identify, report, and assist Ludex in rectifying these errors promptly.

2.2 Payout Creation

• Prior to approving any Payout for a given Game, Ludex will reach out to the Company to review the eligibility and compliance of the Game.

• Ludex will review each new Payout created to determine its eligibility for our Monetization Services.

2.3 Player funds lock

During a Challenge, as soon as the Ludex protocol is triggered into the "locking" phase by the Company, the Players' funds are committed to the Challenge and therefore become inaccessible to the Players. The only ways to release these funds are via a cancel command triggered by the Company, reimbursing everyone, or via winning the Challenge into the Enhanced Game.

2.4 Account Security

Maintaining the confidentiality of account details and passwords is the responsibility of the Company. Any unauthorized use or security breaches must be promptly reported. Ludex is not liable for losses incurred due to non-compliance with these security obligations.

2.5 Modifications to Service

Ludex reserves the right to modify, suspend, or discontinue any part of our Services at our discretion. We are not liable for any impacts these changes might have on the Company.

2.6 General Practices Regarding Use and Storage

We have established general practices and limits concerning the use of our services, including payouts and other Challenge related settings like data retention periods, storage space allocations, etc. Ludex is not responsible for data deletion or storage failures. We also reserve the right to terminate inactive accounts and change these general practices at our discretion.

3. REVENUE SHARE

3.1 Revenue Share Philosophy

At Ludex, we are committed to fairness and transparency in our revenue-sharing model. We offer a dynamic revenue share structure that rewards developers based on the level of player engagement and contribution their games bring to our network. The more your game engages players in monetized play, the greater your revenue share.

3.2 Revenue Share Calculation

The Game Fee percentage going to the Company can be customized in special cases with a tailor fit agreement reviewed and signed by both parties, the Company and Ludex.

3.3 Payment Terms

The division and distribution of Game Fees, as outlined in the tiered structure presented above, are automatically executed due to the Challenges occurring on-chain, with proceeds being directly allocated to the Company's associated wallet.

4. LEGALITY OF SKILL GAMING

4.1 International Use and Export Controls

Users accessing Ludex’s services from outside of Canada do so at their own risk and are responsible for compliance with local laws. The software is subject to Canada export controls, and no part of the service may be exported or re-exported in violation of these laws.

4.2 Skill Gaming Definition

Before defining ‘’Skill Gaming’’, it is imperative to state that any Company’s Games that wish to use Ludex Services must be skill-based to access the Services.

"Skill Gaming," as referred to in this Agreement, constitutes games or competitions where the outcome is primarily determined by the player's physical or mental skill rather than by chance. The following criteria are used to evaluate whether a game qualifies as Skill Gaming:

• Player Control: The players exert a significant level of control over the outcome, with strategic choices and proficiency influencing the game's result.

• Knowledge and Expertise: Players’ success in the game relies heavily on their knowledge, expertise, and continuous learning. Expertise in the game's rules, strategies, and intricacies contributes to a higher probability of winning.

• Predominance of Skill Over Chance: Skill is the predominant factor in determining the game's outcome, with chance elements playing a minimal or no part in the game's ultimate results.

• Scoring System: The game's scoring system is designed to reflect the players' performance and skill, rewarding those who demonstrate superior play.

• Consistency in Winning: The game allows for consistent winners, demonstrating that repeated success is attainable through skillful play and not random chance.

• Learning and Improvement: The game includes a clear learning curve that allows players to improve through practice, with direct feedback provided to guide player development.

• Matchmaking and Competitive Equity: The game incorporates a matchmaking system that pairs players of similar skill levels, ensuring fair and equitable competition.

• Legal Compliance: All Skill Gaming offerings comply with the applicable laws and regulations of the jurisdictions in which they operate, with specific regard to the distinction between skill-based gaming and gambling.

• Testing and Documentation: The game has undergone rigorous testing to ensure that skill is the decisive factor in the game's outcome.

The Company shall ensure that all games provided as part of the Service under this Agreement strictly adhere to the criteria for Skill Gaming as outlined above. The Company is responsible for conducting ongoing reviews to guarantee that their games maintain the integrity of skill-based gameplay. If at any point Ludex determines that a game does not comply with the Skill Gaming criteria, Ludex reserves the right to remove the Game from the Service immediately. Upon acceptance of a game as skill-based, the Company commits to making reasonable efforts to maintain its status as skill-based and to promptly address any factors that may cause the game to deviate from the established Skill Gaming standards.

States in the US where Skill Gaming is prohibited: Arkansas, Connecticut, Delaware, Louisiana, South Dakota

Countries where Skill Gaming is prohibited: Afghanistan, Belarus, Belgium, Bosnia And Herzegovina, Bulgaria, Congo (Democratic Republic), Côte D’Ivoire, Croatia (local name: Hrvatska), Cuba, Cyprus, Czech Republic, Egypt, Estonia, France, French Guiana, French Polynesia, French Southern Territories, Greece, Hungary, Indonesia, Iran (Islamic Republic Of), Iraq, Italy, Japan, Kosovo, Latvia, Lithuania, Malaysia, Malta, Montenegro, Myanmar, Nigeria, North Korea, North Macedonia, Pakistan, People’s Republic of China, Poland, Portugal, Romania, Russian Federation, Serbia, Slovakia (Slovak Republic), Slovenia, Sudan, Syrian Arab Republic, Turkey, Ukraine, Vietnam, Yugoslavia, Zimbabwe

5. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY RIGHTS

5.1 Confidential Information

"Confidential Information" includes all confidential or proprietary information exchanged between Ludex and the Company. The Company agrees to use this information solely for fulfilling its obligations under this Agreement, to disclose it only to personnel who need to know it, and to protect it with at least the same level of care as its own confidential information, but no less than reasonable care. These obligations last for three years post-termination of this Agreement. Exemptions include information already known to the Company without confidentiality obligations, legally obtained from other sources, or required to be disclosed by law, provided Ludex is notified in advance of such disclosure.

5.2 Intellectual Property Rights

The Company acknowledges that all content and features of Ludex’s Services are protected by intellectual property laws. Except as expressly authorized, the Company agrees not to engage in unauthorized use, including modification, distribution, or creation of derivative works. All trademarks and logos used in connection with Ludex’s Services are property of Ludex or their respective owners. Any unauthorized use of these marks is strictly prohibited.

5.3 User Content and Third-Party Material

The Company is responsible for ensuring it owns or has the right to use all User Content it provides to Ludex. This includes granting Ludex a non-exclusive, worldwide, royalty-free license to use such User Content in connection with the service operation and promotion. The Company also acknowledges Ludex's right to derive statistical data from their use of the services. Ludex is not liable for third-party content and reserves the right to remove content that violates these Terms or is objectionable.

5.4 Compliance and Infringement Claims

The Company must comply with all relevant laws, including copyright laws. Ludex respects intellectual property rights and responds to infringement claims as per applicable laws. If the Company believes its rights are infringed, it should notify Ludex.

6. DISCLAIMER

6.1 Service and Monetization

The Services provided by Ludex, including Monetization Services, Competition Data, and Challenges, are offered on an “AS IS'' and “AS AVAILABLE” basis without warranties of any kind. Ludex expressly disclaims all warranties, express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

6.2 No Guarantee of Uninterrupted Service

Ludex makes no guarantee that the Services will meet your requirements, be uninterrupted, timely, secure, or error-free considering among other things that Ludex is itself fully dependent upon the stability and functionality of the blockchain networks that it operates on. Furthermore, changes made on the networks may require the need for significant updates of the Ludex SDKs and systems. Ludex reserves the right at its sole discretion to provide or not these updates.

6.3 Limitation of Liability

Ludex is not responsible or liable for any damage, loss, or injury resulting from the use, access, or attempted use or access of the Services, including any downloading of information from the Services. Ludex is also not responsible for enforcing these terms for the benefit of any user.

7. LIMITATIONS OF LIABILITY

7.1 Extent of Liability

Subject to the provisions of Quebec (Canada) law, Ludex's liability arising out of or related to this Terms of Service shall be limited to the extent permissible. Liability shall not exceed the lesser of (a) the fees paid and payable by Ludex to the Company during the three (3) months immediately preceding the first cause of action under this Agreement, or (b) $1,000. Except for damages arising from breaches of intellectual property rights, confidentiality obligations, and indemnification under Section 10, Ludex shall not be liable for special, indirect, incidental, or consequential damages, including loss of data, profits, or other intangible losses.

7.2 Jurisdictional Considerations and Quebec (Canada) Law

In recognition of Quebec’s (Canada) civil law system and the Consumer Protection Act, certain limitations and disclaimers in this Agreement may not apply to Quebec consumers. Ludex’s liability will be limited to the greatest extent permitted by Quebec law. If any provision of this Section 9 is deemed unenforceable under Quebec law, such provision will be modified to reflect the intent of the original clause to the extent permitted by law, and the remaining provisions will continue in full force and effect.

8. INDEMNIFICATION

8.1 Indemnification by the Company

The Company agrees to defend, indemnify, and hold Ludex, its affiliates, officers, directors, employees, agents, and representatives harmless from any losses, damages, liabilities, costs, expenses, and from all third-party claims, actions, proceedings, and suits, including reasonable attorneys' fees, arising from the Company's breach of these Terms of Service, or violation of any third-party rights. This includes indemnification for any claims related to the Company's content or any infringement of intellectual property rights.

8.2 Indemnification by Ludex

Ludex will defend and indemnify the Company against third-party claims alleging that the Monetization Platform or Services infringes their intellectual property rights, excluding claims based on the Company's content or modifications. Ludex will cover all related liabilities, settlements, and legal costs, provided the Company promptly notifies Ludex of such claims and allows Ludex sole control over the defense and settlement. Ludex is not responsible for any settlements made without its consent.

8.3 Defense and Settlement Process

The indemnified party must promptly notify the indemnifying party of any relevant claims and provide reasonable assistance in the defense. The indemnifying party has control over the defense and settlement but cannot agree to any settlement that imposes obligations or liabilities on the indemnified party without their consent.

8.4 Limitations

The Company will not indemnify Ludex for liabilities or expenses resulting from Ludex's actions or inactions. Ludex reserves the right to assume exclusive defense for claims under this section, with the Company's cooperation. Any settlements against Ludex Parties require Ludex's written consent.

8.5 Jurisdictional Compliance

If a regulatory agency or consumer within Quebec (Canada) brings a claim that the Monetization Platform violates applicable laws, Ludex will defend and cover any resulting penalties or settlements, subject to the conditions outlined above. Ludex's indemnification obligations are contingent on the Company's compliance with notification and cooperation requirements.

9. TERM AND TERMINATION

9.1 Duration of the Agreement

The term of this Agreement shall extend indefinitely, for as long as the Company makes use of at least one of Ludex Services.

9.2 Termination

If the Company no longer has an account, it is not bound by the terms of this Agreement anymore. Currently, the Company must contact Ludex support ([email protected]) to request the deletion of their account in the Dashboard.

Ludex reserves the right, in its sole discretion, to suspend or terminate the Company's account or access to the Service. The Agreement will be terminated if Ludex removes the Company from the Dashboard. Reasons for such removal may include, but are not limited to, the following:

• The account has been inactive for at least three (3) months.

• There is a violation of the Terms of Service.

• Copyright infringement has occurred.

• There has been malicious use of the Services.

9.3 Effect of Termination

Upon termination, all licenses granted under this Agreement will automatically end. The Company must return or destroy all materials related to the Monetization Services and Dashboard.

9.4 Post-Termination Obligations

Sections relating to confidentiality, intellectual property, limitations of liability, indemnification, and any other obligations that naturally extend beyond termination will survive the termination of this Agreement.

9.5 Discretionary Suspension or Termination by Ludex

Ludex may, at its sole discretion, suspend or terminate the Company's access to the Service, deactivate or delete the Company's account and all related information and files, and bar further access to such files or the Service, for any reason. Such reasons may include suspected fraudulent, abusive, or illegal activities, which may be reported to law enforcement authorities. Despite this right, Ludex will endeavor to notify the Company of such actions when feasible, giving the Company an opportunity to respond or rectify the situation, unless prohibited by law or it jeopardizes the security or legal standing of Ludex or the Service. However, it is not mandatory for Ludex to provide such notification.

9.6 No Liability for Termination

Ludex will not be liable to the Company or any third party for any termination or suspension of access to the Service or deletion of the Company's account or related content.