Studio Terms

Parties

This Agreement is between One Earth Rising P.B.C. ("OER", "we", "us"), a Delaware public benefit corporation with its principal office at 6 St Johns Ln, New York, NY 10013, and the entity accepting these terms through the S.A.G.E. Platform ("Customer", "Studio", "you").

1. Definitions

1.1 "Platform" means the S.A.G.E. AI gaming companion service, studio dashboards, analytics, APIs, Side Quest and Campaign tooling, and related services provided by OER.

1.2 "End User" means any player or other individual interacting with the Platform.

1.3 "Title" means a game for which Customer has a Claimed Page or a paid subscription under this Agreement.

1.4 "Claimed Page" means a Title's page on the Platform that Customer has claimed and verified under Section 3.

1.5 "Studio Content" means material Customer supplies to the Platform, including art, copy, rewards, codes, keys, campaign configuration, and Title metadata.

1.6 "Player Interaction Data" means data generated by End Users' use of the Platform, including questions asked, platform and language selected, resolution status, intent signals, predictions, and reward redemptions, whether or not relating to a Customer Title.

1.7 "Derived Insights" means analytical outputs generated by OER from Player Interaction Data relating to Customer's Titles, including gap lists, confusion maps, language and platform splits, patch deltas, and Confirmed Intent reports.

1.8 "Aggregated Insights" means cross-customer, De-identified statistical outputs generated from Player Interaction Data and Derived Insights across multiple Titles and customers, including outputs provided through Benchmark and Design Intelligence.

1.9 "Knowledge Keeper" or "Keeper" means a creator who supplies Keeper Content for a Title under the separate Knowledge Keeper Agreement.

1.10 "Keeper Content" means guides, videos, transcripts, platform control mappings, and other material supplied by Keepers.

1.11 "Side Quest" means a single question from Customer put to a targeted segment of End Users through the Platform, with a Credit reward for answering.

1.12 "Campaign" means a time-bounded pre-launch or launch program run on a Title's page, including seasons, predictions, leaderboards, Confirmed Intent capture, and Customer-funded rewards.

1.13 "Credits" means non-cash campaign points awarded to End Users for participation in Side Quests and Campaigns.

1.14 "Revenue Band" means the pricing tier set out in Schedule A, determined by Customer's Gross Revenue.

1.15 "Gross Revenue" means Customer's company-level total gross revenue across all distribution channels, products, and services over the trailing twelve (12) months, calculated in accordance with US GAAP, before the deduction of distribution platform commission fees, but excluding: (i) actual, bona fide refunds processed to end-users; (ii) sales or use taxes collected directly from end-users; and (iii) non-refundable publisher development funding advances.

1.16 "Enterprise Customer" means a Customer subscribed to the Enterprise Revenue Band under an executed Order Form.

1.17 "Standard Tier" means any paid Revenue Band other than Enterprise (Micro, Indie, Mid, Studio).

1.18 "LEVEL UP" means OER's cohort-based indie program described in Section 8.

1.19 "De-identified" means processed so that the output does not identify, and cannot reasonably be used to identify, any Customer, any individual Title, or any End User.

1.20 "Cohort Threshold" means the minimum number of distinct Titles and distinct Customers that OER requires, as determined by OER and applied uniformly across all customers, before any Aggregated Insight, benchmark comparison, or segment may be generated or displayed, provided that in no event shall the Cohort Threshold be set at fewer than three (3) distinct Customers and five (5) distinct Titles.

1.21 "Effective Date" means the date Customer first accepts these terms by clicking a checkbox, claiming a Title, or executing an Order Form.

1.22 "Order Form" means a mutually executed ordering document specifying the services, fees, and Enterprise-tier terms (if applicable) under this Agreement.

1.23 "Term" means the duration of Customer’s subscription or access to the Platform, commencing on the Effective Date.

1.24 "Data Controller" has the meaning given in the General Data Protection Regulation (EU) 2016/679 (GDPR) or equivalent under applicable law.

1.25 "Confirmed Intent" means an End User's verified, measurable expression of interest in purchasing or playing a Title, captured via Platform campaigns.

1.26 "Benchmark" means aggregated, cross-Title comparative data showing a Title’s performance against genre or cohort averages.

1.27 "Design Intelligence" means aggregated analytical insights regarding player behavior, friction points, and content gaps provided to assist in game design.

1.28 "Concept Stage" means a Title currently in active development but not yet publicly announced or available for pre-order.

1.29 "Pre-Launch Stage" means a publicly announced Title that is accepting wishlists, pre-orders, or beta signups but is not yet fully released.

1.30 "Live Stage" means a Title that is generally available to the public for purchase or free-to-play access.

1.31 "Confidential Information" means non-public information that one party (the "Disclosing Party") discloses to the other (the "Receiving Party") in connection with this Agreement and that is marked confidential or that a reasonable person would understand to be confidential from its nature and the circumstances of disclosure. For OER it includes non-public Platform features, roadmaps, models, indexes, source code, unpublished pricing, the terms of any Order Form, and all Derived Insights, Benchmark, and Design Intelligence made available to Customer. For Customer it includes unreleased Title information, non-public sales data, and unpublished Studio Content. Confidential Information does not include information that (i) is or becomes public other than through the Receiving Party's breach, (ii) the Receiving Party already knew without a duty of confidentiality, (iii) the Receiving Party develops independently without using the Disclosing Party's information, or (iv) the Receiving Party lawfully receives from a third party without restriction. Customer may use Derived Insights, Benchmark, and Design Intelligence for its own internal business purposes.

1.32 "Force Majeure Event" means an event beyond a party's reasonable control, including natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, government action or embargo, labor disputes (other than those of the affected party's own workforce), failure or outage of power, internet, telecommunications, cloud hosting, or third-party platforms and services (including AI model providers, payment processors, and distribution storefronts), and cyberattacks that the affected party could not have prevented by maintaining the measures described in Section 15.10.

2. Acceptance and Application

2.1 Acceptance. Customer accepts these terms by clicking to accept in the Platform, by claiming a Title page, by creating or using a studio account, or by executing an Order Form referencing them.

2.2 Version record. OER maintains a record of the version accepted by each Customer, the accepting user, and the date and time. That record is conclusive absent manifest error.

2.3 Declining updated terms. A Customer that declines updated terms continues under prior terms until thirty (30) days after the notice period ends, then the account is suspended. Customer may export Studio Content and Derived Insights at any time before suspension.

2.4 Order of precedence. An executed Order Form controls over these terms for that Customer. These terms control over any Platform copy, pricing page, or marketing material.

3. The Ladder - Account Types

3.1 Keeper-owned Titles. A Title may exist on the Platform through Keeper Content alone, without Customer involvement, claim, or consent. Such a Title is not a Customer Title and this Agreement does not apply to it until claimed. Hosting of Keeper Content for unclaimed Titles is conducted pursuant to Section 512 of the US Digital Millennium Copyright Act (DMCA), as described in Section 15.14, and non-statutory fair use principles. OER acts solely as a passive hosting intermediary prior to page verification.

3.2 Claimed Page (free). Customer may claim a Title page by verifying its relationship to the Title. A Claimed Page receives a verified badge, the ability to post rewards and redeemables for End Users, and headline metrics only (total question volume and top questions). No other analytics, Side Quests, or Campaigns are available on a Claimed Page.

3.3 Claim requirement. To claim a Title page, Customer must upload rewards for End Users to the Platform. The minimum is five (5) redeemable codes or keys for End Users. Once the minimum has been uploaded and the claim verified, the Claimed Page belongs to Customer without any obligation to replenish, renew, or maintain rewards, and continues until Customer unclaims it or OER revokes it under Section 3.5.

3.4 Reward split. All codes, keys, and similar redeemable rewards uploaded to the Platform for a Claimed Page, at claim and on any later upload, are allocated fifty percent (50%) to End Users and fifty percent (50%) to OER. Accordingly, the minimum claim upload is five (5) codes for End Users and five (5) codes for OER. OER may use its allocation at its sole discretion. Customer uploads any further rewards at its own election, subject to the same split.

Customer represents and warrants that it is entitled under its agreements with each relevant distribution platform, publisher, and licensor to provide the codes, keys, and rewards it uploads, including OER's allocation, for redistribution by OER at OER's discretion. Customer acknowledges that OER is not responsible for any platform enforcement action, key revocation, or account restriction imposed on Customer or End Users by third-party storefronts resulting from Customer's provisioning of keys under this Section. Customer shall indemnify OER against any claim arising from a breach of this warranty.

3.5 Verification and revocation. OER may require reasonable evidence that Customer owns, publishes, or is authorized to represent the Title before or after granting a Claimed Page. If Customer has misrepresented its relationship to the Title, or a credible claim is raised that Customer is not entitled to it, OER may suspend or revoke the Claimed Page and any associated account without notice and without refund, and may transfer the page to the party OER reasonably determines to be entitled to it. Codes already allocated under Section 3.4 are not returned.

3.6 Paid subscription. A Customer subscribed to a Standard Tier or Enterprise band receives, for each subscribed Title, the full analytics set in Section 9 and access to Side Quests and Campaigns under Sections 10 and 11. Payment alone does not give Customer access to any Title's data: analytics for a Title are available only for a Title that Customer has claimed and verified under this Section 3. A Customer may subscribe before it has claimed a Title.

3.7 No feature gating within paid bands. Every paid band receives the same analytics on its own Titles. Revenue Band determines subscription price, per-use prices, Side Quest allotments, Campaign participant caps and languages, and, for Enterprise, the data treatment in Section 6. Revenue Band does not gate any analytics feature.

4. Studio Content and Ownership of Platform Data

4.1 Studio Content ownership. Customer retains all ownership of Studio Content.

4.2 License to OER. Customer grants OER a worldwide, non-exclusive, royalty-free license to host, store, reproduce, display, adapt for formatting and localization, and distribute Studio Content through the Platform to operate the services, for the Term and any wind-down period.

4.3 Takedown. On termination, OER ceases displaying Studio Content within thirty (30) days, except as required by law or for dispute resolution. Keeper Content for the Title is not affected.

4.4 Customer warranties. Customer warrants that it owns or has rights to all Studio Content and that it does not infringe third-party rights or violate applicable law.

4.5 Player Interaction Data. Customer acknowledges that Player Interaction Data is generated by End Users of the Platform, is collected and processed by OER as operator, and is not supplied by Customer. OER processes Player Interaction Data as an independent Data Controller under applicable privacy laws. Customer receives Derived Insights as a service and acquires no ownership of, or proprietary right in, the underlying Player Interaction Data.

4.6 As between the parties, OER owns all right, title, and interest in Player Interaction Data, Derived Insights, and Aggregated Insights, subject to the use limitations in Sections 5, 6, and 12 and to applicable data protection law.

4.7 Privacy. OER's collection and use of personal data, including account and billing data of Customer's users and data of End Users, is described in the Privacy Notice at oneearthrising.com/sage-privacy/, as updated from time to time. Customer shall comply with applicable privacy and data protection law in its use of the Platform and Derived Insights.

5. Standard Tier - Aggregation and Learning Right

5.1 Application. Applies to every Customer on a Standard Tier band, including LEVEL UP participants, and to Claimed Pages.

5.2 Permitted Use and Residual Grant. OER processes Player Interaction Data as an independent Data Controller. To the extent Customer possesses any residual proprietary right or interest in Player Interaction Data or Derived Insights relating to Customer's Titles, Customer grants OER a worldwide, non-exclusive, perpetual, royalty-free license to use such data for the purposes of: (a) operating and improving the Platform; (b) training and fine-tuning OER's models; and (c) creating Aggregated Insights.

5.3 De-identification. Aggregated Insights shall be De-identified, shall not identify Customer, any Title, or any End User, and shall not be published or made available to any other customer or third party unless the underlying data meets the Cohort Threshold.

5.4 Availability to others. Aggregated Insights may be made available to other customers and third parties as part of OER's products, including Benchmark and Design Intelligence.

5.5 Survival. The grant in Section 5.2 and OER's rights in Player Interaction Data, Derived Insights, and Aggregated Insights continue after termination. Aggregated Insights, models, indexes, and retrieval systems created or improved before or after termination are unaffected by termination, and OER is not required to remove, retrain, or unbuild them. Nothing in this Section limits any right of an individual, or any obligation of OER, under applicable data protection law.

6. Enterprise - Data Exclusion

6.1 Application. Applies to every Enterprise Customer and overrides Section 5 in full for that Customer. In case of conflict between 6.2 and 6.3 through 6.5, the exclusions control.

6.2 Permitted use. OER may use Enterprise Customer Player Interaction Data and Derived Insights solely to operate, secure, support, bill for, debug, quality-assure, and improve the Platform as delivered to that Enterprise Customer.

6.3 Exclusion from shared outputs. Enterprise Customer Player Interaction Data and Derived Insights are excluded from Aggregated Insights, Benchmark, Design Intelligence, and any output made available to any other customer or third party.

6.4 Exclusion from model training. OER shall not use Enterprise Customer Player Interaction Data, or any Derived Insights from it, to train, fine-tune, or improve any model, index, retrieval system, or other component that serves any customer other than that Enterprise Customer.

6.5 Exclusion from internal competitive analysis. OER shall not use Enterprise Customer Player Interaction Data or Derived Insights to design, develop, or market a proprietary video game Title owned or published directly by OER that competes in the same sub-genre as Customer's Title.

6.6 Survival. Sections 6.3 through 6.5 survive termination indefinitely. Data excluded during the Term stays excluded.

6.7 Deletion on termination. Within thirty (30) days after termination, OER deletes or returns Enterprise Customer Player Interaction Data and Derived Insights from production systems, except data OER must retain by law. Copies in routine backups are purged in the ordinary backup cycle and in any case within ninety (90) days, and are never restored to production.

6.8 Upgrade mid-term. Sections 6.3 through 6.5 apply from the effective date of an upgrade to Enterprise. Aggregated Insights, models, indexes, and retrieval systems built before that date are unaffected, and OER makes no commitment to remove, retrain, or unbuild them.

6.9 Enterprise structure. Enterprise is contracted by Order Form and consists of separately priced line items, including at minimum (a) an annual platform license covering Campaign and Side Quest capability across Customer's catalog, seats, the data terms in this Section 6, and support, and (b) any managed delivery engagements, each scoped as a separate statement of work.

7. Revenue Bands, Fees, and Self-Reporting

7.1 Selection. Customer selects the Revenue Band corresponding to its Gross Revenue at signup and re-confirms at each renewal.

7.2 Representation. Customer represents that the declared Revenue Band is accurate at each declaration.

7.3 Assessment at renewal. Revenue Band is assessed at signup and at renewal, not continuously. A Customer crossing a band threshold mid-term is not required to change band until the next renewal.

7.4 Evidence and audit. OER may request reasonable evidence of Gross Revenue not more than once per subscription period, to be provided within thirty (30) days. Customer acknowledges that OER may compare declared Revenue Band against publicly available information about Customer.

7.5 Under-declaration. If Customer has declared a Revenue Band lower than its actual band:

(a) OER may invoice the difference between fees paid and fees applicable to the correct band for the affected period, including per-use charges; and (b) where the misstatement is material and uncorrected within thirty (30) days of written notice, OER may suspend or terminate Customer's access to the Platform.

7.6 Fees. Subscription fees are billed monthly in advance per Schedule A. Per-use charges for Side Quests and Campaigns are billed at purchase per Schedule B. Managed services are billed per the applicable Order Form.

7.7 Price changes. OER may change Schedule A and Schedule B prices on thirty (30) days' notice, effective at Customer's next renewal. Prices are not changed mid-term.

7.8 Payment Terms and Taxes.

(a) Self-Serve Subscriptions. For Standard Tier Customers, subscription fees are billed monthly in advance to the credit card on file via OER’s third-party payment processor. By providing a payment method, Customer authorizes continuous monthly auto-renewal billing until canceled. Customer may cancel at any time via the billing portal; cancellations take effect at the end of the then-current paid month, and no partial refunds are provided. If a payment fails, OER will notify Customer and attempt to retry the charge for seven (7) days, after which OER may suspend Customer’s access.

(b) Enterprise Subscriptions. Enterprise Customers will be invoiced in advance according to the applicable Order Form. Payments are due thirty (30) net days from the invoice date via ACH or wire transfer.

(c) Taxes. All fees in Schedule A and B are exclusive of all federal, state, local, or foreign sales, use, value-added (VAT), or goods and services (GST) taxes. Customer is responsible for all such taxes. Where OER is legally required to collect sales tax or VAT, OER will calculate and add it to the final checkout total or invoice.

8. LEVEL UP Program

8.1 Nature. LEVEL UP is a discount program, not a Revenue Band. A LEVEL UP participant is a Standard Tier Customer at its declared band with the discounts in this Section applied. All other terms, including Section 5, apply in full.

8.2 Eligibility. Customers with Gross Revenue under $1,000,000 TTM, admitted by OER to a seasonal cohort. Admission is at OER's discretion and cohorts are capped.

8.3 Discount schedule.

• Year 1: 90% off, subject to a $9 per month minimum
• Year 2: 50% off
• Year 3 onward: Full band price at Customer's then-declared band

8.4 Discount scope. The LEVEL UP discount applies to the band subscription fee and to self-serve Side Quest and self-serve Campaign per-use charges only. The per-use discount equals the subscription discount for the program year in which the charge is incurred: 90% off the Schedule B price in program year one, 50% off in program year two, and the full Schedule B price from program year three. The $9 per month minimum applies to the subscription fee only. Included allotments and the free first Side Quest under Section 10.3 are not discounted further. The discount does not apply to managed Side Quests, managed Campaign delivery, or any other managed service.

8.5 Year-one Campaign cap. During program year one, Customer may run no more than two (2) self-serve Campaigns.

8.6 Keeper requirement. As a condition of admission and continued participation, Customer shall recruit and support at least one (1) Keeper for each participating Title, and shall supply early access, codes, or source material sufficient for those Keepers to populate the Title. For Concept Stage Titles, the Keeper requirement is deferred until the Title enters Pre-Launch Stage. Failure to maintain this requirement for thirty (30) days after notice permits OER to remove Customer from the program, in which case Customer continues at full band price.

8.7 Graduation. At the end of program year two, Customer transitions to the band matching its then-declared Gross Revenue at full price, without re-acceptance of these terms.

9. Analytics (All Paid Bands)

9.1 Scope. Each paid Customer receives, for each subscribed Title: gap list, confusion map, language and platform splits, patch deltas, and Confirmed Intent reporting, as those features exist from time to time.

9.2 Service description, not warranty. Analytics are provided on the basis of Player Interaction Data actually generated. OER does not warrant any minimum volume of End User activity on a Title.

9.3 Platform data. Platform ownership reporting distinguishes declared from verified ownership. OER does not warrant the accuracy of self-declared platform data.

9.4 Insufficient data. OER will display "insufficient data" rather than a figure where a segment, platform demand report, or benchmark comparison falls below the Cohort Threshold or a defined sample threshold. Customer shall not treat any such display as a data point.

9.5 Benchmark and Design Intelligence. Benchmark (comparison of Customer's Derived Insights against genre or cohort aggregates) and Design Intelligence are made available to a Customer only when OER determines that the underlying corpus for the relevant genre, region, or comparison meets the Cohort Threshold. Until then, these features may be shown as unavailable or locked. Their availability is not a condition of any subscription, and no fee is charged for them until they are unlocked for Customer.

10. Side Quests

10.1 Availability. Available to every paid band, self-serve or managed, for Titles at any stage, including Concept Stage, at the prices and allotments in Schedule B.

10.2 Self-serve. Customer writes the question, selects the audience segment, and sets it live. Results are delivered segmented by platform, language, or region, subject to Section 12.

10.3 Included allotments. Annual allotments in Schedule B cover self-serve Side Quests only, reset at renewal, and do not roll over. Micro and Indie subscribers receive their first self-serve Side Quest free, once per subscription. Managed fees are always additional, including where a managed Side Quest consumes an included allotment.

10.4 Managed. OER provides question design, audience targeting, multi-part sequences, and written analysis for the managed fee in Schedule B.

10.5 Content standards. Every Side Quest must meet the Side Quest Content Standards in Schedule C and is subject to OER's screening. OER may decline, edit for compliance, pause, or remove any Side Quest that does not meet them or that is unlawful, misleading, or designed to identify individual End Users. OER's decision is final. A Side Quest declined before it goes live does not use up an included allotment or a purchased Side Quest credit.

11. Campaigns

11.1 Availability. Available to every paid band, self-serve or managed, for Titles at Pre-Launch Stage or Live Stage, at the prices, participant caps, and language allowances in Schedule B. Campaigns are not available for Concept Stage Titles.

11.2 Self-serve. Customer configures a Campaign from OER's templates and mechanics library, supplies its own art and copy, funds and fulfills its own rewards, and publishes it. Season length is fixed by the template.

11.3 Included seasons. Annual included seasons in Schedule B cover self-serve Campaigns only, reset at renewal, and do not roll over. Managed delivery is always additional.

11.4 Participant cap. On reaching the participant cap for Customer's band, the Campaign stops accepting new entrants. The cap bounds that Campaign only and never restricts an End User's use of the Platform elsewhere. Exceeding a cap requires purchase at a higher band's Campaign price.

11.5 Keeper gate. A self-serve Campaign cannot go live until at least one Keeper is attached to the Title with source material ingested. OER is not liable for Campaign performance where this condition was satisfied late or minimally.

11.6 Managed. Custom mechanics, war chest and reward economy design, Keeper recruitment, early access and embargo handling, localized copy, and attribution reporting are managed services scoped in an Order Form, priced from the figure in Schedule B.

11.7 Terminology. A Campaign is not an advertising campaign, and Side Quests are directed research with a reward attached. Nothing in this Agreement grants Customer impressions, ad placement, or End User contact data.

12. Rewards, Credits, and the Player-Side Boundary

12.1 Customer-funded rewards. Customer funds, supplies, and fulfills its own rewards, codes, and keys, including OER's allocation under Section 3.4, and is solely responsible for their validity, redemption, and consumer-law obligations. OER is not the merchant of record.

12.2 Credits, not rank. Side Quest and Campaign rewards pay End Users in Credits only. No Customer purchase, reward, or configuration can grant, adjust, or purchase an End User's rank, standing, or reputation on the Platform.

12.3 Credits have no cash value. Credits are not cashable, are not transferable between End User accounts, and expire at the close of the season in which they were earned. Customer shall not represent otherwise to End Users, and shall not offer any reward that gives Credits a cash value or converts them to cash, cash equivalents, or transferable assets.

12.4 Aggregate only. Derived Insights made available to Customer are aggregated or cohort-level. OER shall not provide Customer with information identifying any individual End User, and shall not display any segment below the Cohort Threshold.

12.5 End User contact. Communication with End Users occurs only through the Platform, only within a Campaign or Side Quest, only mediated by OER, and only subject to End User consent. Customer shall not attempt to identify, contact, or track individual End Users through the Platform or through Derived Insights.

12.6 Non-waivable. Sections 12.2 through 12.5 are limitations on OER's services and may not be waived by Customer or varied by Order Form.

13. Term and Termination

13.1 Term and cancellation. This Agreement begins on the Effective Date. For Standard Tier Customers it continues month to month and renews automatically each month until canceled. Customer may cancel at any time through the billing portal, effective at the end of the then-current paid month, with no notice period. For Enterprise Customers the term and renewal are set in the Order Form. Claimed Pages have no term and continue until unclaimed by Customer or revoked under Section 3.5.

13.2 Termination by OER for convenience. OER may terminate this Agreement or any subscription on thirty (30) days' written notice.

13.3 Termination for cause. Either party may terminate on written notice if the other materially breaches and fails to cure within thirty (30) days of notice.

13.4 Effect. Fees due remain payable. Prepaid subscription fees are non-refundable. Section 4.3 takedown applies. Customer may export Studio Content and Derived Insights for thirty (30) days. Sections 4.5, 4.6, 5.2, 5.5, 6.6 through 6.8, 12, 15, and any provision that by its nature should survive, survive.

14. Relationship to Knowledge Keeper Agreement

14.1 Keeper Content is governed exclusively by the Knowledge Keeper Agreement. Nothing in this Agreement grants Customer any right in Keeper Content or makes Customer a Keeper. Keepers are not Customer's agents or contractors.

14.2 Customer may invite Keepers to cover its Titles and may attach rewards or codes to such invitations. Any resulting relationship between Customer and a Keeper is outside this Agreement.

14.3 Termination of this Agreement does not affect any Knowledge Keeper Agreement, and vice versa.

15. General Terms

15.1 Service availability. For Standard Tier Customers and Claimed Pages, the Platform is provided on an "AS IS" and "AS AVAILABLE" basis without service level agreements (SLAs). Enterprise Customers receive SLAs and support commitments as expressly set forth in their executed Order Form.

15.2 Warranties and disclaimers. Customer represents and warrants that: (i) it has full power and authority to enter into this Agreement; (ii) Studio Content does not infringe or violate any third-party intellectual property or privacy rights; and (iii) it possesses all necessary distribution rights to allocate reward codes. OER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

15.3 Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. OER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO OER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED US DOLLARS ($100 USD) IN THE CASE OF A CLAIMED PAGE OR UNPAID ACCESS. THESE LIMITATIONS DO NOT LIMIT CUSTOMER'S OBLIGATION TO PAY FEES, CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 3.4 AND 15.4, OR CUSTOMER'S LIABILITY FOR BREACH OF SECTION 15.5 OR FOR ITS GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT.

15.4 Indemnification. Customer shall defend, indemnify, and hold harmless OER and its affiliates from any third-party claims arising out of: (i) Studio Content; (ii) Customer's breach of warranties; (iii) Customer's non-compliance with consumer protection laws regarding reward fulfillment; or (iv) Customer's violation of End User contact limitations.

15.5 Confidentiality. Receiving Party shall protect Disclosing Party's Confidential Information using reasonable care, shall use it only to perform or exercise rights under this Agreement, and shall not disclose it except to employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section. Receiving Party may disclose Confidential Information to the extent required by law, after giving prompt notice where legally permitted. Aggregated Insights and De-identified data created under Section 5 are OER's information and are not Customer's Confidential Information.

15.6 Governing law and dispute resolution. This Agreement is governed by the laws of the State of New York, USA, without regard to conflict of laws principles. For Standard Tier Customers and Claimed Pages, any dispute shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in New York, NY. For Enterprise Customers, the state and federal courts located in New York County, New York shall have exclusive jurisdiction. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. Notwithstanding the foregoing, either party may bring an individual action in small claims court if the claim qualifies.

15.7 Assignment. Neither party may assign this Agreement without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets, provided that Customer's Revenue Band shall be re-assessed at the next renewal following an acquisition.

15.8 Publicity. OER may identify Customer as a platform studio and display Customer's primary logo on OER's marketing materials. Customer may opt out by submitting a written request to legal@oneearthrising.com.

15.9 Miscellaneous. This Agreement, Schedules, and Order Forms constitute the entire agreement between the parties. If any provision is held unenforceable, the remaining provisions remain in full force. Neither party is liable for failure in performance caused by a Force Majeure Event, excluding payment obligations.

15.10 Security and Data Breach. OER will implement and maintain commercially reasonable technical, physical, and organizational measures designed to protect Customer data against unauthorized access. In the event of a confirmed data breach compromising Customer data, OER will notify Customer without undue delay and take reasonable steps to mitigate the impact.

15.11 Export Controls. Customer shall comply with all applicable US export control and economic sanctions laws. Customer represents that it is not located in, under the control of, or a national or resident of any country subject to a US government embargo.

15.12 Notices. All legal notices must be in writing and sent to legal@oneearthrising.com (for OER) and the billing email address on file (for Customer). Notices are deemed given upon receipt.

15.13 Amendments. OER may update these terms from time to time. OER will notify Customer of material changes via email or an in-platform notification at least thirty (30) days before the changes take effect. Continued use of the Platform after the effective date constitutes acceptance of the updated terms.

15.14 Copyright Notices and Takedown. OER responds to notices of alleged copyright infringement under the US Digital Millennium Copyright Act (17 U.S.C. § 512). A rights-holder who believes content on the Platform infringes its copyright may send a notice containing the information required by 17 U.S.C. § 512(c)(3) to OER's designated agent: Legal Department, One Earth Rising P.B.C., 6 St Johns Ln, New York, NY 10013, telephone (917) 543-9492, email legal@oneearthrising.com (US Copyright Office DMCA designated agent registration number DMCA-1081559), or through the form at oneearthrising.com/sage-opt-out/. OER will acknowledge a complete notice within two (2) business days, will remove or disable access to the identified content expeditiously and in any case within seven (7) business days, and will notify the person who supplied the content, including any Customer. A person whose content was removed may send a counter-notice meeting 17 U.S.C. § 512(g)(3). OER will forward it to the complainant and will restore the content not less than ten (10) and not more than fourteen (14) business days after receiving the counter-notice, unless the complainant first notifies OER that it has filed a court action. OER may terminate the accounts of Customers and Keepers who are repeat infringers. A person who knowingly misrepresents that content is infringing, or that it was removed by mistake, may be liable for damages under 17 U.S.C. § 512(f). OER is not in breach of this Agreement by removing content under this Section.

Schedule A - Revenue Bands and Subscription Fees

All prices in USD, billed monthly. Revenue Band is assessed at signup and each renewal per Section 7.3. Prices may change under Section 7.7.

LEVEL UP: Year 1 at 90% off ($9/mo floor), Year 2 at 50% off, Year 3 full price. See Section 8.

Schedule B - Side Quest and Campaign Pricing

B.1 Side Quests

Included allotments reset at renewal and do not roll over. Managed fees are additional to any included allotment consumed.

B.2 Self-serve Campaigns

Customer funds and fulfills its own rewards. Campaigns require a Keeper attached per Section 11.5.

B.3 Managed Campaign delivery

From $40,000 per Campaign, scoped by Order Form. Not discounted under LEVEL UP.

B.4 Enterprise example structure (illustrative, not a price list)

Schedule C - Side Quest Content Standards

A Side Quest asks End Users a question. To protect End Users and the integrity of the Platform, every Side Quest must meet these standards. OER screens each Side Quest before it goes live and may review it again at any time.

C.1 Purpose

A Side Quest is directed research about Customer's Title, such as platform, language, price, genre, art direction, naming, feature, or pitch preferences, with a Credit reward for answering.

C.2 A Side Quest must not

• (a) ask for or collect personal information, including names, email addresses, social handles, phone numbers, addresses, government identifiers, account credentials, or precise location, or send End Users off the Platform to provide it;
• (b) be designed to identify, track, profile, or contact individual End Users, or be combined with other data to do so;
• (c) target or collect data from children under 13, or ask about health, sexual orientation, religion, politics, race or ethnicity, union membership, finances, criminal history, or immigration status;
• (d) ask End Users to write, change, or remove a review, rating, wishlist, or follow on a third-party store or platform in exchange for a reward, or otherwise manipulate third-party ratings;
• (e) mislead End Users, including leading or loaded questions presented as neutral research, false claims about a Title, false scarcity, or undisclosed sponsorship;
• (f) contain hateful, harassing, sexually explicit, or discriminatory content, or promote illegal activity, self-harm, or gambling;
• (g) promote elections, candidates, or political causes;
• (h) disparage competitors or make claims about named individuals;
• (i) use third-party names, art, or other material that Customer lacks the right to use;
• (j) offer or imply any reward other than Credits, including cash, rank, prizes, sweepstakes entries, or purchases, in breach of Section 12; or
• (k) include links, QR codes, or calls to action that lead off the Platform, other than to the Title's official store page where OER has approved it.

C.3 Review

OER screens Side Quests automatically and may review them manually, and aims to approve or decline each within two (2) business days. A declined Side Quest comes back with a reason, and Customer may edit and resubmit it. OER may pause or remove a live Side Quest that breaches these standards and may keep or delete the responses collected.

C.4 Repeated breaches

If Customer repeatedly submits Side Quests that breach these standards, OER may suspend Customer's Side Quest access, and may terminate under Section 13.3 after notice.

C.5 Updates

OER may update these standards on notice under Section 15.13.