TORE VEHICLE, DEVICE, AND LIKENESS LICENSE

Developer is developing and publishing Tornado Emergency, a commercial storm chasing video game in which players drive and equip chase vehicles, deploy weather instruments, and intercept tornadoes. Owner operates, owns, or controls the rights in the real vehicle, probe, instrument, device, or equipment described in Schedule A (the "Property"). This Agreement is written to cover any of those; provisions that only make sense for one kind of Property (for example, driving or paint) apply only where relevant. Owner is willing to let Developer recreate it in the Game with its real name and branding, and Developer is willing to do so, on the terms below. In consideration of the mutual promises in this Agreement and the exposure each Party receives from it, the Parties agree as follows.

2.1 "Game". means the video game currently titled Tornado Emergency, under that or any later title, in any version, including early access, full release, updates, patches, downloadable content (DLC), demos, betas, playtests, and versions for other platforms. "Game" does not include sequels or separate new games unless Schedule A says otherwise.

2.2 "Property". means the real vehicle, device, probe, instrument, or equipment described in Schedule A, including (a) its overall shape, design, look, color scheme, livery, and distinctive features (the "Design"), (b) its names, nicknames, logos, and related artwork listed in Schedule A (the "Marks"), and (c) any character or story significance the Property has. Where a Mark includes artwork, this license covers the copyright in that artwork. If Schedule A licenses no Marks (design only), Developer will give the Model a fictional name, will not use Owner's real names or logos on it, and the parts of this Agreement that concern the Marks do not apply.

2.3 "Reference Materials". means photos, video, measurements, drawings, specifications, existing 3D scans or models, and other material Owner provides to help Developer recreate the Property.

2.4 "Model". means the 3D model, textures, animations, sounds, code, and other game assets Developer creates to depict the Property in the Game.

2.5 "Persons". means the real people, living or deceased, listed in Schedule A-3, whose names, likenesses, voices, or biographical details may appear in the Game. If Schedule A-3 is empty, no real people are covered.

2.6 "Marketing Materials". means trailers, screenshots, gameplay footage, store pages, key art, press kits, devlogs, social media posts, websites, and other promotional material for the Game.

2.7 "Distribution Partners". means digital storefronts, platform holders, and publishers that sell, host, distribute, or promote the Game, such as Valve Corporation (Steam).

2.8 "Contractors". means freelancers, artists, and service providers working on the Game for Developer under written agreements.

2.9 "Player Content". means videos, streams, screenshots, mods, custom designs, and other content made by players or creators, and not by Developer.

2.10 "Business Day". means a weekday that is not a U.S. federal holiday. Deadlines measured in days end at 11:59 p.m. U.S. Eastern Time on the last day.

3.1 The Property. Owner grants Developer a non-exclusive, worldwide license during the Term to (a) create the Model based on the Design and Reference Materials, (b) include the Model in the Game as a drivable, usable, deployable, mountable, or carried item, as fits the Property, and in any existing or future area, mode, or feature of the Game, (c) use the Marks on the Model and to identify it in the Game's menus, text, and audio, and (d) let players see, drive, use, deploy, damage, repair, and interact with the Model as part of normal gameplay.

3.2 Marketing. The license also covers showing the Model and the Marks in Marketing Materials, as they appear in the Game or as otherwise approved under Section 6.

3.3 Adapting the Property. Developer may make changes needed to fit the Property into a game, including simplifying or stylizing details, adjusting scale and proportions for gameplay, adding gameplay systems (damage, physics, sensors, controls, interiors, animations), offering upgrades and attachments as player options where relevant (for example emergency lights, weather instruments, mesonet or anemometer kits, radios, cameras, probe racks, tires, and armor for a vehicle, or mounts, cases, and sensor add-ons for a device), adding lower-detail versions, and applying weathering, dirt, and damage. Developer will not change the Property's distinctive features or livery in ways that make it look like a different vehicle or device, unless Owner approves or Schedule B allows player customization.

3.4 The Model. Developer creates the Model at its own cost. Developer owns the Model files and all code, textures, and assets it creates. Owner keeps all rights in the Design and Marks. Developer's ownership of the Model does not give it any right to use the Design or Marks outside this Agreement, and Owner's rights in the Design do not give it any rights in the Model. Developer may reuse generic parts of the Model (for example, tires, glass, or interior parts that are not distinctive to the Property) freely.

3.5 Reference Materials. Owner grants Developer a license to use the Reference Materials to create and update the Model and for no other purpose. Developer will not publish Reference Materials themselves unless Owner agrees. For non-public Reference Materials, Developer will (a) share them only with Contractors who are bound by confidentiality, (b) not place them in public repositories or use them to train AI systems, (c) not expose concealed engineering details through the Model beyond what is visible on the real Property, and (d) delete them on request under Section 11.4(e). Any pre-existing 3D models, scans, or files Owner supplies remain Owner's property; Developer's ownership under Section 3.4 covers only what Developer creates. Owner represents that it owns or has the right to share the Reference Materials it provides.

3.6 Other people's brands on the Property. The real Property may carry sponsor logos, part brands, or other third-party marks. This Agreement does not license those, and it does not license the design of any production vehicle or hardware the Property is built on (for example, the truck chassis and body from its original manufacturer). Developer will leave such marks off the Model, replace them with fictional or generic versions, or license them separately, and may alter the base vehicle's appearance as needed. Owner will tell Developer which such marks it knows of.

3.7 Sublicenses. Developer may sublicense its rights only (a) to Distribution Partners, so they can sell, distribute, host, and promote the Game, (b) to Contractors, only as needed to work on the Game for Developer, and (c) to players, only to use and play the Game as distributed. Developer is responsible for its Contractors' use of the Property. No other sublicensing is allowed without Owner's written consent.

3.8 No obligation to use. Developer is not required to include the Property in the Game or keep it in it, and may remove it at any time. This license is non-exclusive both ways: Owner may license the Property to others, including other games, and Developer may include other real or fictional vehicles and devices in the Game, including competing ones.

3.9 Excluded uses. This license does not cover physical or digital merchandise sold separately from the Game, or selling the Property as a separately priced item such as paid DLC, unless Owner approves it in writing. Including the Property in the Game itself, its updates, or DLC that is not built around the Property is not a separately priced item.

3.10 Reserved rights. All rights not expressly granted in this Agreement are reserved by Owner.

4.1 Only listed Persons. Developer may use the name, likeness, voice, or biographical details of a real person only if that person (or, for a deceased person, the person or estate authorized to consent) is listed in Schedule A-3 and has signed the consent there. Owner will not be treated as having consented on behalf of anyone else.

4.2 How Persons may appear. Unless Schedule A-3 says otherwise, a listed Person may be referenced by name in credits, in the Property's in-game description, and in tributes or historical notes, but will not appear as a playable or non-playable character, will not have dialogue attributed to them, and will not be depicted as injured or killed.

4.3 Real events. Developer will not recreate a specific real-world incident in which a Person was injured or died, and will not present in-game events as real events, without Owner's separate written approval and the consent of the affected Persons or their families where applicable.

4.4 Tributes. Any tribute, memorial, or dedication that names a Person requires Owner's written approval of its wording and placement before it is made public. Approval will not be unreasonably withheld.

5.1 Gameplay videos and streams. Owner agrees not to bring any claim against Developer, Distribution Partners, players, streamers, video creators, or press based solely on the Property appearing, as it appears in any version of the Game distributed while this Agreement was in effect, in gameplay videos, streams, screenshots, reviews, or articles. Because copies of the Game already sold will still contain the Property, this applies no matter when the content is made, including after this Agreement ends. The people and companies described in this Section 5.1 are intended third-party beneficiaries of this Section.

5.2 Player customization. Players may add, remove, or swap upgrades and attachments that Developer offers under Section 3.3, and may change paint colors where the Model has paint options, unless Schedule B restricts this. Players may not remove the Marks or alter the distinctive features listed in Schedule A. Developer will only offer customization through options Developer provides, and is not responsible for how individual players combine those options.

5.3 Mods and user-made content. Developer is not responsible for Player Content it did not create, including mods that copy, alter, or misuse the Property. If Owner notifies Developer of Player Content that misuses the Property and is hosted on a service Developer controls, Developer will take reasonable steps to remove it.

6.1 Model approval. Before the Model first appears publicly, Developer will send Owner screenshots, renders, or video of the Model from several angles (an "Approval Request"). "Publicly" means shown or made available to anyone other than Developer, its Contractors, and testers who have agreed to keep the Game confidential. Approval Requests go to Owner's approval contact in Schedule C, and the timing rules for email notices in Section 15.5 apply. The following applies:

• (a) Owner will approve or reject the request in writing within 15 Business Days. A rejection must list every change needed. If Developer resubmits with those changes made, Owner may reject again only for a problem that those changes created or that it could not reasonably have seen the first time, and the resubmission is otherwise considered approved.
• (b) Owner will not unreasonably withhold approval. Reasonable grounds for rejection are inaccuracy of distinctive features, wrong livery or Marks, or a depiction that violates this Agreement. Game-related simplification under Section 3.3 is not a ground for rejection.
• (c) If Owner does not respond within 15 Business Days, Developer will send a written reminder to both the approval contact and Owner's notice email. The reminder must reference this Section 6.1(c) and state that the request will be considered approved, and Owner's right to back out under Section 11.2(a) will end, if there is no response. If Owner does not respond within 5 Business Days after the reminder, the request is considered approved.
• (d) If Owner asks for more information, the response deadline is extended by 5 Business Days after Developer provides it. This extension can happen only once per Approval Request.

6.2 After approval. Once the Model is approved, Developer does not need further approval for uses that keep the Model substantially as approved, including using it in new areas, modes, and features, in Marketing Materials, and with the gameplay systems in Section 3.3. Developer must get Owner's written approval (the deemed-approval rule in Section 6.1(c) does not apply) before (a) changing the Model so that its distinctive features or livery no longer match the real Property (improving accuracy, detail, or performance, and adding upgrades under Section 3.3, do not need approval), (b) using the Property in the Game's title or logo, on the main capsule images of the Game's store pages, or on box or cover art, (c) selling the Property as a separately priced item under Section 3.9, or (d) any use involving Persons under Section 4.3 or 4.4. Trailers, thumbnails, screenshots, and social posts that show the Model as approved do not need approval, but Developer will send Owner a copy of any trailer in which the Property is clearly visible, at or before its release, so Owner can share it.

6.3 Gameplay depiction. Owner understands that the Game is a disaster and severe weather simulation that will change and grow over time. Owner agrees that none of the following is a misuse or disparagement of the Property, and none requires approval:

• (a) The Model being damaged, dirty, worn, broken, flipped, thrown, burned, flooded, struck by lightning, crushed, or destroyed by weather, fire, debris, crashes, collisions, or any other in-game cause, and being repaired afterward.
• (b) Player characters being injured, killed, or rescued as a result of weather, fire, accidents, crashes, or other hazards while in or near the Model.
• (c) In-game stats, prices, currency costs, performance, durability, survival limits, readings, measurements, accuracy, ranges, and how the Model compares to other items in the Game, including the Model having no stats or metrics at all or being purely visual. These are fictional game mechanics that Developer may change at any time, and in-game readings are simulated, not real data. None of this is a statement about the real Property.
• (d) Developer adding, changing, or removing vehicles, equipment, features, modes, maps, hazards, and other content, in updates or otherwise.

6.4 Fair portrayal. Developer will not intentionally portray the Property as inferior, unsafe, or unreliable compared to similar items in the Game, and, where the Game assigns capabilities or metrics to items of its kind, will give it capabilities in its class that reflect its real-world purpose. Developer will not give the Model a unique failure, malfunction, or safety mechanic that similar items in the Game do not also have. If Owner lists a capability profile in Schedule A-4 (for example, the wind speeds the Property was built to withstand), Developer will use it as a guide. Fictional stats will be presented as game stats. Any text in the Game that states a real-world specification, rating, measurement capability, or purpose of the Property as fact will be taken from Owner's own materials or approved by Owner in writing.

6.5 Brand guidelines. Developer will follow any written guidelines Owner provides before the Effective Date or with its approval. Later changes apply only to new content Developer creates more than 30 days after receiving them. Guidelines cannot limit uses this Agreement expressly allows.

6.6 Content standards. Developer will not place the Property in, or use it to promote, sexual content, illegal drug use, hate speech, or political or religious messaging, and will not use the Property in a way intended to mock or ridicule Owner or any Person. Developer will not release a version of the Game containing the Property that is rated Adults Only (AO) or an equivalent rating. A breach of this Section 6.6 that is not fixed under Section 6.8 is a material breach.

6.7 Review access. On request, Developer will give Owner one free key or build of the Game so Owner can review how the Property is used.

6.8 Corrections. If a use of the Property does not follow this Agreement, Owner may notify Developer in writing, describing the specific use and the provision it does not follow. Developer will, at its choice, fix the use or remove the Property from it in the next update of the Game, and in any case within 60 days, and will stop using any non-conforming Marketing Materials that Developer controls. If the use violates Section 4 or 6.6, the deadlines are 14 days for Marketing Materials and 30 days for the Game. A use that Developer fixes or removes within this period is not a breach of this Agreement. This Section is the only remedy for a non-conforming use, except that three or more non-conforming uses corrected under this Section within any 12 months is a material breach under Section 11.3.

6.9 Real-world incidents. If the real Property or a Person is involved in a serious real-world incident (for example, a crash, injury, or death involving the Property or its team), Owner may ask Developer to pause new Marketing Materials featuring the Property for up to 60 days, once per incident, and Developer will do so. This does not require changes to the Game.

6.10 Scope of Owner's control. Owner's approval and correction rights cover only how the Property and Persons are depicted. They do not give Owner any control over the Game's design, features, content, difficulty, quality, pricing, updates, release timing, or other business decisions.

6.11 No ads or platform conflicts. Nothing in this Agreement requires Developer to add advertising, links, QR codes, promotional pop-ups, or rewards for engaging with the Property, or to do anything that conflicts with a Distribution Partner's policies.

7.1 Credit. Unless Schedule A says Owner does not want to be named, once the Game has a credits screen or legal notices, Developer will credit Owner there, using the notice in Schedule A or a similar notice such as "[Property name] appears with permission of [Owner]." Developer may also describe the Property in the Game as based on the real vehicle or device operated by Owner, and may name Owner (including an individual Owner) for that purpose without listing Owner in Schedule A-3.

7.2 No endorsement. Developer will not state or suggest that Owner sponsors, endorses, or is responsible for the Game, other than accurately describing this license. Developer may accurately state, including in Marketing Materials and press, that the Game includes the Property with Owner's permission. Before the Model is approved, Developer may mention Owner and the Property by name in dev updates, posts, and press only with Owner's email OK, and will not show the Model publicly until approval. After approval, Developer may mention them by name freely, subject to this Section. If Owner backs out under Section 11.2(a), Developer will stop new mentions and, on request, will edit or remove its own earlier posts that named Owner within 14 days. Owner is not responsible for the Game's content, performance, pricing, or support.

7.3 Owner promotion. While this Agreement is in effect, Owner may tell the public that the Property appears in the Game, and may use the Game's name and screenshots or footage provided or approved by Developer for that purpose, including on Owner's website and social media. Owner will not state or suggest that Developer endorses Owner beyond accurately describing this license.

7.4 Optional extras for Owner. While this Agreement is in effect, Owner may ask for any of the following, and Developer will provide them at no charge: (a) up to ten screenshots and three short video clips per calendar year showing the Property in the Game, taken from Developer's existing captures or simple new captures (Developer chooses the content and angles, and is not required to produce custom or edited video); (b) up to five free keys for the Game for Owner's team or giveaways, once keys are available to the public; (c) a mention of Owner and the Property by name in a launch post, dev update, or social media post when the Game is first released with the Property; (d) a listing, with a link to Owner's website or store, on any partners or featured section that Developer maintains in the Game or on the Game's website; and (e) a special in-game livery or variant of the Model named after Owner, if Developer offers such variants. These are optional for Owner and are not required for this Agreement to be valid.

8.1 Property. Owner keeps all rights in the Design, the Marks, and the Property. All goodwill from Developer's use of the Marks benefits Owner. Developer will not challenge Owner's rights and will not register the Marks, or anything confusingly similar, as its own trademark, domain name, or social media handle.

8.2 Game and Model. Developer owns the Game and all of its content, including the Model files, code, textures, and audio, subject to Owner's rights in the Design and Marks. Owner gets no rights in the Game or the Model.

8.3 After the Property is removed. If this Agreement ends or Developer removes the Property, Developer will do one of the following, as chosen in Schedule A-1: (a) remove the Model from the Game entirely, or (b) de-identify the Model by removing the Marks, changing the livery, altering every distinctive feature listed in Schedule A-1, and not referring to the Property or Owner in connection with the de-identified version. A Model that has had all of (b) done is de-identified for purposes of this Agreement, even if it still resembles the Property in general type, layout, or base vehicle. If Schedule A-1 lists no distinctive features, option (a) applies. Developer may keep using generic parts under Section 3.4 in either case.

Neither Party will pay the other any money, royalty, fee, or other compensation under this Agreement. The license is royalty-free, and the optional extras in Section 7.4 are not payment. Each Party is entering into this Agreement for the mutual promises in it and the exposure it receives. Each Party pays its own costs of performing this Agreement and is responsible for its own taxes.

Each Party will keep confidential any non-public information the other Party marks or identifies as confidential. Approval Requests, review builds, unreleased Game content, and non-public Reference Materials are confidential whether or not marked. Confidential information includes unreleased Game content, builds, release dates, and the terms of this Agreement. The Marks, the Property's public appearance, and anything this Agreement allows to be used publicly are not confidential. This does not apply to information that is or becomes public through no fault of the receiving Party, that the receiving Party already had or independently develops, or that must be disclosed by law. Either Party may disclose that this Agreement exists and describe it generally. Each Party may share this Agreement with its lawyers, accountants, and potential investors or acquirers under a duty of confidentiality. Developer may also share this Agreement with Distribution Partners, publishers, rating boards, and insurers to show that it has the rights to use the Property.

11.1 Term. This Agreement starts on the Effective Date and continues until ended under this Section.

11.2 Termination for convenience. Either Party may end this Agreement without giving a reason, as follows:

• (a) Before the Model is approved or considered approved, Owner may end this Agreement at any time by written notice, effective immediately. Developer will then not use the Property publicly, and nothing needs to be removed.
• (b) After that, Owner may end this Agreement by written notice. The Agreement ends 90 days after the notice, or, if later, on the earlier of (1) 6 months after the Game is first released publicly with the Property in it, or (2) 18 months after the Effective Date.
• (c) Owner may also end this Agreement on 30 days' written notice, without waiting for the periods in (b), if Developer or its owner is convicted of a felony, if a Distribution Partner removes the Game from sale for violating its content policies and the Game is not restored within 60 days, or if the real Property is subject to a public safety recall or is involved in a fatal incident.
• (d) Developer may end this Agreement at any time with written notice.

11.3 Termination for breach. Either Party may end this Agreement by written notice if the other Party materially breaches it and does not cure the breach within 30 days after receiving written notice describing it.

11.4 Effect of termination. However this Agreement ends, including for breach:

• (a) Developer will remove or de-identify the Model under Section 8.3 by the end date if it releases an update before then, and otherwise in its first update after the end date and no later than 30 days after it, or will instead stop offering the Game for sale within that time.
• (b) Developer will stop creating new Marketing Materials that show the Property as of the end date, and within 30 days after it will replace store page screenshots and trailers on active storefronts that show it.
• (c) Developer does not have to recall, disable, or change copies of the Game that were sold, downloaded, or distributed before the removal update, and players may keep playing those copies.
• (d) Except as stated in (b), Developer does not have to delete Marketing Materials published before the end date, and is not responsible for copies made or kept by others.
• (e) Developer will delete or return non-public Reference Materials on request, except copies kept in routine backups or needed to support sold copies of the Game.
• (f) Section 5.1 continues to apply.

11.5 Continuing rights after termination. Owner grants Developer and its Distribution Partners a non-exclusive, royalty-free license, which cannot be revoked and lasts as long as the affected copies and materials exist, to use the Property only as needed for the continuing uses allowed in Section 11.4, including (a) using the Property in the Game and on store pages until the removal deadlines, (b) copies of the Game already sold or distributed, including earlier builds that platforms keep available for download, rollback, or refunds, and (c) Marketing Materials published before the end date.

11.6 If Developer stops updating the Game. Developer may notify Owner that it has stopped actively updating the Game. After that notice: (a) Section 7.4 and the trailer-copy courtesy in Section 6.2 no longer apply; (b) Developer has no obligation to maintain a website, partners section, or other ongoing services, but Section 5.3 still applies to any service Developer continues to operate; and (c) any removal required under Section 6.8 or 11.4 may be completed within 90 days after the applicable end date or correction notice instead of the periods stated there, by an update or by stopping sale of the Game, except that the 14-day and 30-day deadlines in Section 6.8 are unchanged. Developer's other obligations, and Owner's rights to terminate, are unchanged.

11.7 Survival. Sections 3.4, 3.5, 4, 5, 6.3, 6.4, 6.10, 7.1 (for builds already released), 7.2, 8, 10, 11.4 through 11.7, 12.4, 13, 14, and 15 survive after this Agreement ends, and continue to apply to all copies of the Game and Marketing Materials covered by Section 11.5.

12.1 Both Parties. Each Party represents that (a) it has the power and authority to enter into this Agreement, (b) the person signing for it is authorized to do so, and (c) signing and performing this Agreement does not breach any other agreement it is bound by.

12.2 Owner. Owner represents that (a) it owns or controls the Design and the Marks, or has listed in Schedule A-5 every other person or company that owns part of them, each of whom has signed this Agreement as an Additional Rights Holder; (b) no existing agreement, including any exclusive license, sponsorship, film, television, or game deal, prevents it from granting this license; (c) to its knowledge, Developer's use of the Property as allowed in this Agreement will not infringe anyone else's rights; and (d) every consent in Schedule A-3 was signed by the person entitled to give it.

12.3 Developer. Developer represents that it will use the Property only as allowed in this Agreement and will comply with applicable law in developing, marketing, and selling the Game.

12.4 Disclaimer. Except as stated in this Section 12, neither Party makes any other warranties, express or implied.

13.1 Claims about the Property. Owner does not indemnify Developer. If anyone claims that the Property, Marks, Reference Materials, or a Person's consent infringes or violates their rights, each Party will promptly tell the other, Developer may remove or de-identify the Model immediately, and Owner will respond to the claim as it concerns its own rights (this is not a duty to defend Developer). Developer's only remedy against Owner for such a claim is a claim for breach of Section 12.2, subject to Section 14.

13.2 By Developer. Developer will defend Owner and the Persons against any third-party claim arising from the Game or Developer's breach of this Agreement, other than claims about the Property itself or claims caused by Owner's own conduct or breach, and will pay any resulting damages, settlements, and reasonable legal fees.

13.3 Process. For claims under Section 13.2, Owner will promptly notify Developer of the claim, let Developer control the defense and settlement, and reasonably cooperate at Developer's expense. Developer may not settle a claim in a way that admits fault by, or imposes obligations on, Owner without its written consent.

Neither Party is liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, arising out of this Agreement. This exclusion does not apply to amounts Developer must pay to third parties under Section 13. Each Party's total liability to the other under this Agreement will not exceed ten thousand U.S. dollars ($10,000). Developer's total liability under Section 13 is separately capped at twenty-five thousand U.S. dollars ($25,000). The following are instead capped at fifty thousand U.S. dollars ($50,000), and lost profits may be recovered up to that amount: Owner's breach of Section 5.1 or 15.4, and a Party's use of the other Party's intellectual property outside the scope of this Agreement that continues more than 30 days after written notice. Breach of Section 10 is capped at $50,000 unless the breach was intentional.

15.1 Independent parties. The Parties are independent. This Agreement does not create a partnership, joint venture, agency, or employment relationship, and neither Party can bind the other.

15.2 Governing law and venue. This Agreement is governed by the laws of the State of Georgia, USA, without regard to its conflict of law rules. Any lawsuit about this Agreement will be brought in the state or federal courts located in Georgia, and each Party consents to their jurisdiction.

15.3 Resolving disputes first. Before filing a lawsuit or any complaint with a Distribution Partner, a Party must send the other a written notice describing the dispute, and the Parties will try in good faith to resolve it for at least 30 days. This does not apply to a Party seeking an urgent court order to stop use of its intellectual property that is clearly outside the scope of this Agreement.

15.4 Remedies for Property issues. Because any problem with the Property can be fixed by correcting, removing, or de-identifying the Model, Owner's remedies for any issue involving the Property are (a) correction, removal, or de-identification under Sections 6.8, 8.3, and 11.4, and (b) money damages subject to Section 14. Owner will not seek to stop, suspend, or delay the development, sale, distribution, updating, or marketing of the Game as a whole, and will not send takedown notices or infringement complaints to Distribution Partners, video platforms, or creators about any use allowed by this Agreement, including uses during the removal periods in Section 11.4 and continuing uses under Section 11.5. If Developer fails to remove or de-identify the Model as required by Section 11.4, Owner may seek an order requiring that only. This Section does not prevent Owner from seeking urgent court relief for a use of the Property clearly outside this Agreement, a disclosure of its confidential information, or a false statement that Owner endorses the Game.

15.5 Notices. Notices under this Agreement must be in writing and may be sent by email to the addresses in the signature blocks, or by courier or certified mail to the addresses above. Email notice is effective the next Business Day after it is sent, unless the sender receives a bounce-back. Either Party may update its notice details by notice to the other.

15.6 Assignment. Either Party may assign this Agreement, with written notice to the other, to a successor to all or substantially all of its business or assets related to this Agreement. Developer may also assign it, with notice, to a publisher or acquirer of the Game. Any assignee must agree in writing to be bound by this Agreement, and Developer will not assign this Agreement to a direct competitor of Owner without Owner's consent. Otherwise, neither Party may assign this Agreement without the other's written consent, which will not be unreasonably withheld. This Agreement binds and benefits each Party's permitted successors and assigns. If Owner sells or transfers the Property, the Design, or any Mark, it will make the transfer subject to this Agreement, and this Agreement will bind the new owner.

15.7 Bankruptcy. The Parties intend that Developer's rights under this Agreement continue if Owner goes through bankruptcy or insolvency, to the fullest extent allowed by law. For any copyright licensed here, this Agreement is a license of intellectual property for purposes of Section 365(n) of the U.S. Bankruptcy Code.

15.8 Force majeure. Neither Party is liable for delays caused by events beyond its reasonable control, such as natural disasters, outages, war, or government action, as long as it resumes performance as soon as reasonably possible.

15.9 Entire agreement and changes. This Agreement, including its Schedules, (the Order Form and these Terms) is the entire agreement between the Parties on this subject and replaces any earlier discussions. It can only be changed by a written document signed by both Parties, except that the Parties may add or remove Marks in Schedule A, or add Reference Materials, by an email exchange in which both Parties' notice or approval contacts confirm the change. Approvals under Sections 4 and 6 may be given by email.

15.10 Waiver. A Party's failure to enforce a provision is not a waiver of its right to enforce it later.

15.11 Severability. If any provision is found unenforceable, it will be enforced to the maximum extent possible and the rest of this Agreement stays in effect.

15.12 Interpretation. Headings are for convenience only. "Including" means "including without limitation." Each Party has had the opportunity to review this Agreement with its own lawyer. No provision will be interpreted against a Party because that Party drafted it.

15.13 Order of precedence. If there is a conflict, Schedule B controls over the main body of this Agreement, and the main body controls over Schedules A and C. However, Schedule B changes Sections 5.1, 11.4, 11.5, 14, or 15.4 only if it names that Section by number.

15.14 Third-party beneficiaries. The players, streamers, video creators, press, and Distribution Partners protected by Sections 5.1 and 15.4, Distribution Partners under Section 11.5, and the Persons under Section 13.2, are intended third-party beneficiaries of those Sections and may enforce them. No one else, other than the Parties, has any rights under this Agreement.

15.15 Other agreements between the Parties. If the Parties also sign a separate trademark license covering Owner's logos generally, this Agreement controls how the Property is depicted, and that agreement controls other uses of the logos. Ending one agreement does not end the other unless the notice says so.

15.16 Effective Date. If the Effective Date is left blank, it is the date of the last signature below.

15.17 Counterparts and e-signatures. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together are one agreement. If Owner signs first, this Agreement is an offer that becomes binding only when Developer countersigns; Developer may decline to countersign for any reason.