Merchant of Record Services

Last revised*: Thursday, October 2, 2025

By accessing and using the MoR Services (and any related products, applications, forums, content or functionality), you accept and agree to be bound and abide by the terms of this Merchant of Record Services Agreement (this "Agreement"), which forms a legally binding agreement between you ("Licensed Reseller" or "you") and BoltPlay LLC ("BoltPlay", "us" or "we"). Licensed Reseller and BoltPlay are sometimes referred to herein individually as a "Party" and together as the "Parties." Please read this Agreement carefully before you start to use the MoR Services. If you do not want to agree to this Agreement, you must not use the MoR Services.

1. APPOINTMENT AND SCOPE

1.1 Designation of BoltPlay as Merchant of Record.

1.1.1 By entering into this Merchant of Record Services Agreement ("Agreement"), you agree that BoltPlay is hereby appointed as the exclusive and authorized Merchant of Record ("MoR") for all sales of Digital Goods (defined below) processed on behalf of Licensed Reseller, including but not limited to in-game items, subscriptions, downloadable content, and access to experience, to end users ("Customers").

1.1.2 BoltPlay, either directly, or any company that it directly or indirectly controls, is controlled by, or is under common control with BoltPlay (each, a "Bolt Affiliate"), or through independent third-party service providers with whom it has contracted, may act as the Merchant of Record and/or otherwise perform related Merchant of Record services, including other payment services (collectively, the "MoR Services") for certain transactions, including, without limitation, international transactions. Whenever any Bolt Affiliate or any contracted third-party service provider performs the MoR Services, (a) you shall comply with all terms, conditions, policies, and procedures applicable to such services, including, where the Bolt Affiliate or any contracted third-party service provider is the designated provider, the then-current Bolt Affiliate or third-party service provider terms and conditions; (b) BoltPlay makes, and you hereby waive any reliance upon, any representations or warranties of any kind, express or implied, with respect to such Bolt Affiliate or third-party applications, products, or services, all of which are provided on an "as is" and "as available" basis and without endorsement; and (c) BoltPlay will have no liability whatsoever arising out of or relating to your use of, or inability to use, any such Bolt Affiliate or third-party applications, products, or services. Your continued access to and use of the BoltPlay services is expressly conditioned upon your acceptance of, and ongoing compliance with, all applicable terms governing the MoR Services provided by BoltPlay, its Bolt Affiliates, or its contracted third-party service providers, and you agree that your decision to use any such services is entirely at your own discretion and risk.

1.2 Merchant of Record Operations.

1.2.1 Payment Processing and Collection. BoltPlay shall act as the MoR for all transactions conducted through the MoR Services and, in that capacity, shall arrange for initiating, processing, and collecting all related payments from Customers. In performing the foregoing services, BoltPlay is obligated to comply with (a) all applicable federal, state, provincial, and local laws, rules, and regulations (including, without limitation, any consumer protection, privacy, anti-money-laundering, and sanctions requirements), and (b) all applicable bylaws, operating rules, and technical standards promulgated by the payment networks, including Visa, MasterCard, American Express, and Discover and any other relevant card networks or payment schemes (collectively, the "Payment Networks," and their rules, the "Scheme Rules"). BoltPlay may set merchant descriptor language. To ensure compliance with Scheme Rules, BoltPlay may, at its discretion or otherwise in compliance with Scheme Rules, cap transaction volume associated with its merchant ID (MID), adjust the MCC or descriptor for transactions, or take other actions to manage transaction volume or types.

1.2.2 Transaction Settlement and Liability. BoltPlay shall arrange for initiating, calculating, and disbursing the settlement of all transactions processed through the MoR Services. Licensed Reseller shall, upon BoltPlay's reasonable request, promptly furnish any data, records, or cooperation necessary for BoltPlay to perform its obligations under this Section. As set forth in Section 4, BoltPlay may, in its reasonable discretion, offset, withhold, or establish a reserve against settlement amounts in an amount sufficient to cover anticipated refunds, chargebacks, or related fees, and shall provide Licensed Reseller with notice of any such action.

1.2.3 Customer Support. BoltPlay's sole customer-service obligation under this Agreement shall be limited to responding to Customer inquiries that concern the placement, processing, and settlement of orders and the related payment transactions. Without limiting the foregoing, BoltPlay will (a) confirm the receipt or rejection of an order, (b) provide status updates regarding the authorization, capture, or settlement of the associated payment, and (c) administer requests for refunds, reversals, and chargebacks in accordance with applicable Scheme Rules and payment processor rules. BoltPlay will not provide, and shall have no responsibility to provide, any support or assistance regarding gameplay, content, product functionality, account access, technical troubleshooting, compatibility, or any other matter unrelated to the payment or order itself; all such non-payment inquiries shall be referred to Licensed Reseller or the appropriate third party.

1.2.4 Taxes. Where BoltPlay is registered as the Merchant of Record, BoltPlay will determine, calculate, collect, and remit all applicable indirect taxes (including sales, use, value-added, goods and services, consumption, digital services, and similar transaction taxes) on the transactions covered by this Agreement. The Parties will work together as needed to manage indirect taxes in marketplace or deemed-supplier regimes, including to reflect the Party treated as the supplier under applicable law. Each Party is responsible for its own income, franchise, and net profits taxes. No gross-up will apply to any amounts payable under this Agreement.

1.2.5 Escheatment of Unclaimed Property. BoltPlay, acting on behalf of and as agent for the Licensed Reseller, will administer unclaimed property and escheatment processes for customer balances, credits, and refunds arising under this Agreement in accordance with applicable law, including due diligence, reporting, and remittance to the appropriate jurisdictions. Licensed Reseller will provide timely information and reasonable cooperation necessary for such administration. BoltPlay will maintain reasonable records of related actions and filings.

1.2.6 Use of Bolt Financial for Select MoR Services. The Parties acknowledge, and Licensed Reseller agrees, that BoltPlay obtains certain processing and platform services from its affiliate, Bolt Financial, Inc. ("Bolt Financial") pursuant to a master services agreement between BoltPlay and Bolt Financial (the "Bolt Financial Terms of Use"). BoltPlay may disclose Customer Data to, and otherwise engage, Bolt Financial solely as necessary to provide the MoR Services. BoltPlay remains responsible for all obligations and performance under this Agreement, and will ensure Bolt Financial is bound by confidentiality, security, and data protection obligations no less protective than those applicable to BoltPlay hereunder. The Bolt Financial Terms of Use is provided for reference only and does not amend this Agreement.

2. LICENSE GRANT; INTELLECTUAL PROPERTY

The MoR Services facilitate the sale of certain digital goods, including but not limited to in-game currencies (such as virtual currencies, coins, gems, etc.), virtual items and cosmetic enhancements, game enhancements and advantages, or other digital content ("Digital Goods"). As MoR, BoltPlay may appear as the seller of record on customer receipts and may distribute or sublicense the Digital Goods under a limited, non-exclusive license for the purposes of sale, delivery, and distribution in applicable jurisdictions. During the Term, Licensed Reseller will maintain and hereby grants BoltPlay a non-exclusive, worldwide, royalty-free license to use, store, process, reproduce, market, sell, and distribute the licensed Digital Goods solely in connection with BoltPlay's role as MoR and to the fullest extent permitted under the Licensed Reseller Agreement between Licensed Reseller and Studio.

3. PAYMENTS

3.1 Regular Payments.

BoltPlay shall calculate and remit to you the net proceeds actually received by BoltPlay for completed transactions processed through the MoR Services, less any applicable refunds, chargebacks, fees, reserves, or other adjustments in accordance with the fees, charges, and rates set forth in the Bolt Pricing Schedule. BoltPlay will deliver, contemporaneously with each remittance, an electronic statement itemizing gross sales, permitted deductions, and the resulting net proceeds. If BoltPlay is unable to effect payment because of incomplete or inaccurate banking details supplied by you, BoltPlay may suspend further remittances until the deficiency is cured, and any related bank fees or costs shall be borne by you. All payments shall be deemed accepted unless you provide written notice of a good-faith dispute within thirty (30) days of receipt, after which time the remittance and accompanying statement shall be final and binding.

3.2 Monthly True-Up and Reconciliation.

At the end of each calendar month, BoltPlay will provide a reconciliation ("True-Up") that includes:

3.2.1 Deduction of all Bolt Financial fees as provided in the Bolt Pricing Schedule;

3.2.2 Deduction of all operational costs incurred by BoltPlay and each Licensed Reseller;

3.2.3 Verification that Licensed Reseller maintains the Reserve Floor and any Rolling Reserve;

3.2.4 Distribution of any remaining balances to the Licensed Reseller, net of all deductions, fees, and reserve requirements.

4. RESERVE REQUIREMENTS

4.1 Reserve Requirements.

Licensed Reseller shall maintain in an account designated by BoltPlay a minimum operational reserve of two thousand five hundred dollars ($2,500) ("Reserve Floor") at all times. This reserve is intended to cover costs associated with potential chargebacks, refunds, and any other risks associated with the MoR Services, including a material adverse change in Licensed Reseller's or Studio's financial condition, changes in refund or return rates, changes in chargeback rates, any event of default under this Agreement, a notice or order from a card network, or a notification of non-renewal or termination of this Agreement by any Party. The Reserve Floor must be maintained by BoltPlay in its settlement accounts and attributed on a per-Licensed Reseller sub-ledger. For avoidance of doubt, the Licensed Reseller will not custody reserve funds. The Reserve Floor may be adjusted upon ten (10) days' written notice by BoltPlay.

In addition to the Reserve Floor, Licensed Reseller shall maintain a rolling reserve amount ("Rolling Reserve") equal to a percentage of transaction volume as follows:

4.1.1 Tier 1 (Green): If the card chargeback rate ("CBR") is less than or equal to 0.6% and refunds are less than or equal to 1%, no rolling reserve applies.

4.1.2 Tier 2 (Watch): If CBR is between 0.6% and 1.0% (inclusive) or refunds exceed 1%, a 2% rolling reserve applies, with release 90 days from the transaction date.

4.1.3 Tier 3 (Action): If CBR exceeds 1%, a card scheme early-warning/monitoring program is triggered, or there is a material fraud spike (as reasonably determined by BoltPlay), a rolling reserve of up to 5% applies, with release 90 days from the transaction date. BoltPlay may impose temporary velocity or authorization caps while Tier 3 conditions persist.

4.1.4 Fixed Floor. Regardless of tier, the reserve amount will not be less than the greater of: (i) 7–10 days of modeled refunds and chargebacks (as reasonably determined by BoltPlay using historical and projected data), or (ii) the Reserve Floor.

4.1.5 Step-Down. If Licensed Reseller returns to a lower tier threshold and maintains them for eight (8) consecutive weeks, BoltPlay will automatically reduce the Rolling Reserve to the level applicable to the then-current tier. If performance later deteriorates, reserves may be re-imposed or increased per this Section.

BoltPlay may: (i) withhold amounts from payouts; (ii) debit any account used for settlement; or (iii) require Licensed Reseller to wire/top-up the reserve upon notice if exposure increases or the reserve falls below required levels. Licensed Reseller will fund any shortfall within two (2) Business Days of notice. BoltPlay may offset any amounts owed by Licensed Reseller against the reserve or any other funds held.

If, after the monthly reconciliation and True-Up process, as detailed in Section 3 of this Agreement, the reserve for Licensed Reseller falls below the Reserve Floor, BoltPlay may withhold additional funds from payouts or require a top-up from Licensed Reseller to restore the reserve to the required level.

After termination, BoltPlay will maintain the funds in reserve at the time of termination for 90 days, which may be extended as required by Card Networks or to address reasonably expected chargebacks or refunds. Any remaining Reserve will be released after all liabilities have been resolved following termination.

5. REPRESENTATIONS AND WARRANTIES

5.1 Mutual. Each Party represents and warrants that it has full power and authority to enter into and fulfill its obligations under this Agreement and will perform its obligations under this Agreement in accordance with all applicable laws.

5.2 Licensed Reseller. Licensed Reseller represents, warrants, and covenants that, throughout the Term:

5.2.1 License Rights. Licensed Reseller represents and warrants that it has all necessary rights, licenses, and authority to distribute the Digital Goods through and as part of the MoR Services and to grant BoltPlay all applicable rights and licenses under this Agreement. Licensed Reseller represents and warrants that its content, including its distribution and associated practices, complies with all applicable local laws, industry best practices, and generally accepted moral and ethical standards in the territories in which your content is offered.

5.2.2 No Breach of Third-Party Obligations. Licensed Reseller's fulfillment of their obligations under this Agreement will not breach any obligations they have to any third party.

5.2.3 No Use of Third-Party Confidential Information. In performing the MoR Services, Licensed Reseller will not use or bring to BoltPlay any third party's confidential or proprietary information unless Licensed Reseller obtains the third party's and BoltPlay's prior written consent.

5.2.4 Compliance with BoltPlay's Procedures, Policies, and Code of Conduct. Licensed Reseller and Personnel will comply with all procedures and policies provided by BoltPlay; and

5.2.5 Compliance with Laws. In connection with this Agreement, Licensed Reseller will comply with all applicable laws and regulations and applicable industry rules (such as app store rules, e.g., Apple App Store). Licensed Reseller will use commercially reasonable and good faith efforts to comply with BoltPlay's due diligence process, including providing requested information.

6. INDEMNIFICATION; LIMITATION OF LIABILITY

6.1 Indemnification. Without limiting any other rights or remedies of BoltPlay, Licensed Reseller shall, at its sole cost and expense, defend, indemnify, and hold harmless BoltPlay and its respective affiliates, officers, directors, employees, agents, successors, and assigns (collectively, "BoltPlay Indemnitees") from and against any and all third-party claims, demands, actions, suits, investigations, or proceedings, and all resulting judgments, liabilities, losses, damages, penalties, fines, costs, and expenses (including reasonable attorneys' fees and court costs) that arise out of or relate to (a) any actual or alleged breach by Licensed Reseller of applicable content, platform, or intellectual-property rules; (b) any actual or alleged infringement, violation or misappropriation of any intellectual-property or proprietary right by the Digital Content or materials supplied, posted, or otherwise made available by Licensed Reseller; (c) BoltPlay's provision of the MoR Services to the extent such claim is based on or connected with the content, products, or conduct of Licensed Reseller; or (d) any violation by Licensed Reseller of data-protection, privacy, consumer-protection, or advertising laws. Licensed Reseller shall assume and maintain control of the defense of any indemnified claim, provided that BoltPlay may participate with counsel of its choosing at its own expense, and no settlement imposing any obligation or admission of liability on a BoltPlay Indemnitee shall be entered into without BoltPlay's prior written consent. The indemnification obligations in this Section shall survive any termination or expiration of this Agreement.

6.2 Limitation of Liability. EXCEPT FOR LICENSED RESELLER'S INDEMNIFICATION OBLIGATIONS IN SECTION 6.1 OR BOLTPLAY'S UNAUTHORIZED USE OF LICENSED RESELLER'S INTELLECTUAL PROPERTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BOLTPLAY, INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AND AGENTS, SHALL NOT BE LIABLE OR OTHERWISE RESPONSIBLE IN ANY WAY FOR ANY COSTS, EXPENSES, LOSSES OR DAMAGES ARISING OUT OF OR RELATED TO THE USE OR NON-USE OF THE SERVICES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR BENEFITS ARISING OUT OF THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE FOREGOING EXCEPTIONS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF BOLTPLAY UNDER THIS AGREEMENT EXCEED THE GREATER OF THE FEES PAID OR PAYABLE BY LICENSED RESELLER TO BOLTPLAY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100,000.

7. DISCLAIMERS

7.1 BOLTPLAY ACTS AS THE MERCHANT OF RECORDS FOR THE DIGITAL GOODS ACCORDING TO THIS AGREEMENT, BUT UNDER NO CIRCUMSTANCES SHALL BOLTPLAY BE DEEMED OR TREATED AS A "PUBLISHER" OR "AUTHOR" OF ANY DIGITAL GOODS.

7.2 YOUR USE OF BOLTPLAY'S SERVICES IS AT YOUR SOLE RISK. THE MOR SERVICES AND ANY THIRD PARTY SERVICES AND OTHER INFORMATION PROVIDED OR MADE AVAILABLE BY BOLTPLAY ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND; AND BOLTPLAY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER (INCLUDING WITH RESPECT TO THE USE OF, OR THE RESULTS FROM THE USE OF, THE MOR SERVICES (OR ANY THIRD PARTY SERVICES), INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE, WARRANTIES IMPLIED FROM A CORSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE, OR THAT THE MOR SERVICES OR ANY THIRD PARTY SERVICES AND ANY OTHER INFORMATION PROVIDED BY OR MADE AVAILABLE BY BOLTPLAY ARE OR WILL BE ERROR-FREE OR UNINTERRUPTED.

8. PROHIBITION ON PLATFORM INCENTIVIZATION

Licensed Reseller agrees not to include in the app or related services any messaging that incentivizes the use of third-party payments over app store in-app purchases, including price differences, discounts, or preferred terms.

9. TERM AND TERMINATION

9.1 Term. This Agreement shall commence as of the Effective Date below and continue until terminated by either BoltPlay or Licensed Reseller with thirty (30) days' written notice (the "Term").

9.2 Termination for Cause. Either party may terminate this Agreement immediately for material breach, insolvency, or if required by law or the Scheme Rules.

9.3 Effect of Termination. Upon termination of this Agreement, BoltPlay will complete a final reconciliation, deduct all outstanding fees and costs, and ensure the Reserve Floor is maintained for a period sufficient to address outstanding chargebacks and refunds, and remit any remaining balances to Licensed Reseller.

9.4 Suspension. BoltPlay may immediately suspend the MoR Services, transactions, or access (in whole or part) without liability if: (a) any of Company's or BoltPlay's payment processors, acquiring banks, or other payments partners instruct or require suspension; (b) any Card Network directs, requires, or recommends suspension; or (c) BoltPlay reasonably determines suspension is needed to comply with Applicable Law, the Scheme Rules, or to otherwise mitigate material risk. BoltPlay will notify Licensed Reseller of any suspension as promptly as practicable, use reasonable efforts to limit the scope and duration, and restore MoR Services once the underlying basis is cured.

10. REPORTING

10.1 Reporting. Fifteen (15) business days following the end of each calendar month, BoltPlay will provide Licensed Reseller with transaction, payout, and reconciliation reports, including details of all fees, operational costs, reserves, and distributions. Each report will itemize, for the applicable reporting period, all gross sales processed through the MoR Services, any associated refunds, returns, reversals, or chargebacks, all fees, discounts, and adjustments applied by BoltPlay, and the net amounts remitted or to be remitted to you. The reports will be sufficiently detailed to allow you to reconcile each transaction and confirm the accuracy of the amounts paid or owed. If you reasonably believe a report contains an error, you must notify BoltPlay in writing within thirty (30) days after receipt, after which the report will be deemed accepted and final.

11. AUDIT RIGHTS AND DATA SHARING

Upon not less than thirty (30) days prior written notice, BoltPlay and any Bolt Affiliate shall have the right, at their own cost and during normal business hours, to examine, inspect, copy, and otherwise access books and records directly relating to Transactions processed under the MoR Services, chargebacks/refunds, settlement, reserves, taxes, and compliance with applicable Scheme Rules, AML/sanctions and this Agreement (each, a "Permitted Audit Purpose"). Audits may be performed by the auditing Party or its independent, professional auditor bound by confidentiality obligations at least as protective as those here. The audit right set forth in this Section 12 shall be exercisable only during the Term of this Agreement and for a period of one (1) year following the termination or expiration of this Agreement. Notwithstanding anything to the contrary herein, the audit right shall not include the right to review, access, or inspect any source code, object code, or other proprietary software code of Licensed Reseller. The frequency and notice limits above do not apply where required by a card network, processor, bank, regulator, or applicable law, or where the auditing Party has a good-faith basis to believe there is material non-compliance or fraud; in those cases, the auditing Party may conduct a for-cause audit on shorter notice (not less than 72 hours where practicable) limited to the specific issue.

Where data subject to the audit is subject to third-party confidentiality restrictions, privacy laws, export controls, or other legal or contractual limitations, Licensed Reseller shall use its best efforts to obtain any necessary consents or waivers, apply appropriate redactions, or implement other practicable measures to enable the disclosure or access contemplated hereby while remaining in compliance with such restrictions.

Nothing in this clause shall obligate Licensed Reseller to disclose documents protected by attorney–client privilege, attorney work product doctrine, or any other applicable legal privilege; provided, however, that Licensed Reseller shall, where permissible, disclose the underlying facts or data in a manner that does not result in a waiver of such privilege.

BoltPlay and the Bolt Affiliates shall keep confidential all data obtained pursuant to this clause and shall use such data solely for the Permitted Audit Purposes, subject to any stricter confidentiality undertakings contained elsewhere in this Agreement.

The rights and obligations set forth in this clause are in addition to, and not in limitation of, any audit, inspection, access, or information-sharing rights and obligations that may arise under applicable law or any other provision of this Agreement, and shall survive termination or expiration of this Agreement for as long as BoltPlay or any Bolt Affiliate is subject to a requirement to retain or verify data for a Permitted Audit Purpose, but in no event for less than six (6) years following such termination or expiration.

12. CONFIDENTIALITY; PRIVACY AND SECURITY

12.1 Confidentiality.

Each party acknowledges that Confidential Information may be disclosed to the other party during the course of the relationship described by this Agreement. "Confidential Information" means any information relating to or disclosed in the course of the relationship established by this Agreement, which is or should be reasonably understood to be confidential or proprietary to the disclosing party, including the terms of this Agreement, technical processes, product designs, sales, cost, and other unpublished financial information, product and business plans, projections, and marketing data and other information transmitted by the disclosing party to the receiving party. Confidential Information shall not include information: (i) already lawfully known to or independently developed by the receiving party, (ii) disclosed in published materials, (iii) generally known to the public, (iv) lawfully owned from any third party, or (v) required to be disclosed by law. Each party agrees that it shall take reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information (but in no event less than due care), during the term of this Agreement and thereafter, to prevent the disclosure of Confidential Information, other than by or to its employees or agents and the employees and agents of its affiliates and authorized subcontractors who must have access to the Confidential Information to perform such party's obligations hereunder.

The parties agree that the unauthorized use by either party of the other party's Confidential Information will diminish the value of such Confidential Information and will cause substantial and irreparable harm to the party whose Confidential Information was improperly disclosed, and that the remedies generally available at law may be inadequate. Accordingly, the parties agree that a breach of this Section 13 shall entitle the non-breaching party to seek equitable relief to protect its interest herein, including injunctive relief, as well as money damages.

12.2 Data; Information Security. BoltPlay will use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of the Services or Licensed Reseller Data. BoltPlay, however, will have no responsibility for errors in transmission, unauthorized third-party access or other acts or omissions beyond its reasonable control. Licensed Reseller acknowledges that Personal Information is subject to Bolt's Privacy Policy and that BoltPlay will process and maintain Licensed Reseller Data consistent with its Data Processing Addendum ("DPA") found here, hereby incorporated by reference.

12.3 Data Return and Deletion. Within thirty (30) days after termination or expiration of this Agreement, BoltPlay shall, at Licensed Reseller's written election, (i) return to Licensed Reseller all Customer Data in its possession in a mutually agreed format, or (ii) securely delete such Customer Data and certify deletion in writing, except to the extent retention is required by applicable law, regulation, or payment network rule.

13. MISCELLANEOUS

13.1 Relationship of the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. BoltPlay acts as an independent contractor in the performance of MoR Services.

13.2 Entire Agreement. Both Parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. There are no third-party beneficiaries to this Agreement.

13.3 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, except to the extent preempted by U.S. Federal Law, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

13.4 Dispute Resolution.

13.4.1 Good-Faith Negotiation. The Parties shall attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement (a "Dispute") through negotiations between senior executives with authority to settle the Dispute. If the Parties are unable to resolve the Dispute within thirty (30) days after written notice of the Dispute, either Party may initiate arbitration in accordance with Section 13.4.2.

13.4.2 Binding Arbitration. Any Dispute not resolved under Section 13.4.1 shall be finally settled by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules, except as modified herein. The arbitration shall be conducted by a single arbitrator with experience in technology-licensing disputes, selected in accordance with the JAMS rules, and shall take place in the Northern District of California. The arbitrator shall have authority to award any remedy available at law or in equity, subject to the limitations of Section 13.4.3.

13.4.3 Confidentiality of Proceedings. All arbitration proceedings, including any related discovery, testimony, or documents, shall be deemed Confidential Information under Section 12 and shall be conducted in closed session.

13.4.4 Provisional Relief. Nothing in this Section 13.4.4 shall prevent either Party from seeking interim or injunctive relief in any court of competent jurisdiction to protect its Confidential Information or intellectual-property rights.

13.4.5 Judgment on Award. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof. The prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs.

13.5 Force Majeure

13.5.1 Definition. Neither Party shall be liable for any delay or failure to perform its obligations (except payment obligations) under this Agreement if such delay or failure results from an event beyond the reasonable control of that Party, including acts of God, natural disasters, epidemic or pandemic, acts of war or terrorism, riots, civil unrest, labor strikes (other than those of the affected Party's own employees), governmental orders, or Internet or power outages not caused by the affected Party ("Force Majeure Event").

13.5.2 Notice and Mitigation. The affected Party shall (a) promptly notify the other Party in writing of the Force Majeure Event, (b) use commercially reasonable efforts to mitigate its effects, and (c) resume performance as soon as reasonably practicable.

13.5.3 Termination for Extended Force Majeure. If a Force Majeure Event continues for more than thirty (30) consecutive days and materially prevents performance of this Agreement, either Party may terminate this Agreement upon written notice to the other Party without further liability, except for obligations that expressly survive termination.

13.6 Assignment and Change of Control

13.6.1 No Assignment Without Consent. Licensed Reseller may not assign, delegate, or otherwise transfer this Agreement, whether by operation of law, merger, change of control, or otherwise, without the prior written consent of BoltPlay.

13.6.2 Permitted Assignments. BoltPlay may assign, delegate, or otherwise transfer this assign this Agreement, in whole or in part, without the consent of Licensed Reseller, provided that BoltPlay provides written notice to Licensed Reseller of any such assignment.

13.6.3 Change of Control of Licensed Reseller. Any direct or indirect change of control of Licensed Reseller that results in Licensed Reseller becoming controlled by a competitor of BoltPlay shall constitute an assignment subject to Section 13.6.1 and may be withheld in BoltPlay's sole discretion.

13.6.4 Effect of Prohibited Assignment. Any attempted assignment or transfer by Licensed Reseller in violation of this Section 13.6 is void and constitutes a material breach of this Agreement.

13.6.5 Successors and Assigns. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

13.7 Severability. Each provision contained in this Agreement constitutes a separate and distinct provision severable from all other provisions. If any provision (or any part thereof) is unenforceable under or prohibited by any present or future law, then such provision (or part thereof) will be amended, and is hereby amended, so as to be in compliance with such law, while preserving to the maximum extent possible the intent of the original provision. Any provision (or part thereof) that cannot be so amended will be severed from this Agreement; and, all the remaining provisions of this Agreement will remain unimpaired.

13.8 Waiver. The delay or failure of a Party at any time to require performance of any obligations of the other Party will not be deemed to be a waiver and will not affect its right to enforce any provision of this Agreement at a subsequent time. One waiver will not imply or be construed to be a waiver of any future breach.

13.9 Notices. Any notice must be in writing and will be effective upon delivery as follows: (a) if to Licensed Reseller, when (i) delivered via registered mail, return receipt requested, or overnight delivery service to the address provided by Licensed Reseller; or (ii) when sent via email to the email address on record for Licensed Reseller; and (b) if to BoltPlay, when sent via email to legal@bolt.com with a duplicate copy sent via registered mail, return receipt requested, to the following address: 268 Bush Street, Suite 4214, San Francisco, CA 94104. Either Party may change its address for receipt of notices by providing notice to the other Party in accordance with this Section 13.9.