COHERENCE END USER LICENSE AGREEMENT FOR THE COHERENCE REPLICATION SERVER

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE HOSTING A COHERENCE REPLICATION SERVER (THE LICENSED PRODUCT AS DEFINED BELOW).

THIS COHERENCE SOFTWARE LICENSE AGREEMENT (THIS “AGREEMENT”) IS A BINDING AGREEMENT BETWEEN YOU (A PERSON OR ENTITY) (“YOU” AND AS APPROPRIATE “YOUR”, “YOU’RE” ETC.) AND COHERENCE APS (“COHERENCE”) REGARDING THE TERMS AND CONDITIONS FOR YOUR USE OF THE LICENSED PRODUCT.

BY RUNNING THE LICENSED PRODUCT,” YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE PRIVACY POLICY REFERRED TO HEREIN.

IF YOU ARE ENTERING INTO THIS AGREEMENT AND/OR ACCESS OR USE THE LICENSED PRODUCT ON BEHALF OF A COMPANY, PRINCIPAL, OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT AND THAT IT IS FULLY BINDING ON IT. IN SUCH CASE, THE TERM “YOU” WILL REFER TO SUCH ENTITY, AND PERMITTED USERS ASSOCIATED WITH IT. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MAY NOT ACCESS OR USE THE LICENSED PRODUCT ON BEHALF OF A LEGAL ENTITY.

COHERENCE MAY DISABLE ACCESS TO THE LICENSED PRODUCT AT ITS DISCRETION AND MAY DO SO WITHOUT NOTICE IF COHERENCE DEEMS YOU TO BE IN BREACH OF THIS AGREEMENT.

ACCEPTANCE

1.1. This Agreement is a legal agreement between you and coherence and governs your use of the Licensed Product provided to you by Coherence. The purpose of this Agreement is to allow You to use the Licensed Product during the Term on the terms and conditions stated in this Agreement.

1.2. This Agreement is applicable for your use of the Licensed Product effective as of the first acceptance of this Agreement (the “Effective Date”).
DEFINITIONS

2.1. As used in this Agreement, the following capitalized words have the following meanings:

“Associated Game” the multiplayer game through which the Licensed Product is executed.

“Licensed Product” means the software consisting of the coherence replication server and the coherence network engine allowing you to host a multiplayer game, including Documentation and other materials as included with or accessible through the Associated Game.

“Entity” means a corporation or other legal entity.

“Individual” means a single person or entity.

“User” means an individual user who accesses and/or uses the Licensed Product. If You are an individual, “User” means You. For other entities, “User” means the individual employee or agent who uses or accesses the Licensed Product under this Agreement.

“You” whether or not capitalized, means you as an individual or the entity exercising rights under this Agreement through you.

“PC” means ****a physical personal computer, and explicitly excludes any virtual personal computers, or any physical or virtual servers.
Free of Charge / Number of Users

3.1. The Licensed Product

a) is provided free of charge; and

b) may be limited to a certain number of players hosted on your PC as determined by coherence at its sole discretion. Players in addition thereto will not be able to join the game.

3.2. YOU ACKNOWLEDGE AND AGREE THAT THE TERMS OF THIS AGREEMENT REFLECT THAT THE PARTIES WOULD NOT HAVE ENTERED INTO THIS EULA WITHOUT THIS LIMITATION.
Collection of Data / Privacy Policy

4.1. To use the Licensed Product, you must follow the acceptance procedure upon execution of the Licensed Product (cf. the above).

4.2. By using the Licensed Product various analytics data will be shared with Coherence, including technical information about your computer, the game you are playing in conjunction with the Licensed Product, your IP-address, your player ID, game sessions started and stopped, players connecting and disconnecting, the number of connected players, technical information about errors, and specific information about the version of the Licensed Product (“Analytics Data”).

4.3. To the extent that Analytics Data comprise personal data (as per the GDPR) or personal data is otherwise exchanged between the Licensed Product and Coherence, Coherence’s processing of the data shall be subject to Coherence’s Privacy Policy at coherence.io/privacy (“Privacy Policy”).

4.4. The Privacy Policy shall be considered incorporated into and an integral part of this Agreement by reference, and therefore be considered as accepted by you upon acceptance of this Agreement.
LICENSE GRANT

coherence hereby grants You, subject to the limitations, restrictions and conditions set forth in this Agreement, a non-exclusive, non-transferable, non-sublicensable, free-of charge, revocable license to use the Licensed Product for hosting a coherence Replication Server the Associated Game on the PC from which the Licensed Product has been executed (the “License”). The Licensed Product may not be used for any other purpose.
RESTRICTIONS.

6.1. General restrictions.

You agree to abide by all applicable laws and regulations when using the Licensed Product. Your continued access to the Licensed Product and right to use the Licensed Product is subject to proper conduct and You shall use the Licensed Product only as expressly permitted in this Agreement. You shall not create or distribute any software, products or services derived from the Licensed Product. Except as expressly permitted in this Agreement, You shall not decompile, disassemble, or reverse engineer the Licensed Product, in whole or in part, except and only to the extent that such activity is expressly permitted by mandatory law, nor allow unauthorized access to the Licensed Product by third parties, or use the Licensed Product for competitive analysis or benchmarking purposes.

6.2. Specific restrictions.

You may not:

a) use your own or third-party software, to bypass or modify any system login architecture or create or provide any other means through which the Licensed Product may be accessed and/or the Licensed Product may be used in ways other than those intended by coherence;

b) use the Licensed Product in any way which: (i) is illegal or infringes third party intellectual property rights; (ii) is related to gambling, cryptocurrency farming, adult content etc; (iii) is defamatory, sexist, racist, discriminatory, offensive or inappropriate; or (iv) that may be harmful to coherence, its operations and/or reputation;

c) impersonate another person, misrepresenting your affiliation with an entity or person, hiding or attempting to hide your identity or otherwise conducting fraud;

d) encourage others to violate any local, state, national, or international laws or regulations;

e) develop, modify, disclose, alter, translate or create derivative works of the Licensed Product (or any components thereof) unless otherwise stated in this Agreement; f) advertise the intent to or commit the act of buying, selling, trading, sharing, or transferring access to the Licensed Product;

g) use the Licensed Product for any illegal purpose, arrange for the exchange or transfer of any pirated or illegal materials, products or services;

h) attempt to interfere with, hack into, or decipher any transmissions to or from any servers or platforms of coherence with which the Licensed Product may be communicating;

i) exploit any bug in the Licensed Product and you may not communicate the existence of any such exploitable bug (bugs that grant the user unnatural or unintended benefits) to any third party. Bugs should be promptly reported to “support@coherence.io”;

j) create, use, or provide any other site where the Licensed Product may be used and you will not post or distribute any utilities, emulators or other software tools related to the Licensed Product without the express written permission of coherence;

k) use coherence’ copyrights or trademarks or any confusingly similar marks;

l) integrate with the Licensed Product any files that contain any malicious code, intentionally corrupted data, including viruses, spyware, trojan horses, worms, timebombs; m) otherwise use the Licensed Product in any manner that breaches the terms and conditions of this Agreement, including, for the avoidance of doubt, the Privacy Policy.

6.3. Protective actions

oherence can stop your access to the Licensed Product for any reason, at any time, without notice, including, if we believe that you violate the terms of this Agreement.
Updates and Upgrades

coherence has no obligation to provide updates, upgrades, fixes, or corrections for the Licensed Product irrespective of the performance or non-performance of the Licensed Product. If coherence determines to provide updates, upgrades, fixes, or error corrections, these will become part of the Licensed Product and be subject to the terms of this Agreement.
Intellectual Property Rights

8.1. coherence and its licensors shall retain retain and own all right, title and interest and all intellectual property rights in and to the Licensed Product. Nothing herein transfers or conveys to you any ownership right, title, or interest in or to the Licensed Product or any license rights not expressly granted herein.

8.2. You may choose to provide coherence with suggestions, comments, input and other feedback regarding the Licensed Product and coherence’s other products, services and technologies in any medium, including without limitation, email, forums, etc. (“Feedback”). You agree that all Feedback is and shall be given voluntarily. Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for coherence. coherence shall be free to use, disclose, reproduce, license, or otherwise distribute and exploit Feedback provided to coherence as coherence sees fit, entirely without payment obligation or restriction of any kind on account of intellectual property rights or otherwise.
DISCLAIMERS AND LIMITATION OF LIABILITY

9.1. THE LICENSED PRODUCT IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND.

9.2. USER EXPRESSLY ASSUMES ALL RISKS FOR USING THE LICENSED PRODUCT, INCLUDING FOR ANY ADVERSE EFFECTS THAT THE LICENSED PRODUCT MAY HAVE ON THE PC ON AND THE NETWORK IN WHICH IT IS EXECUTED.

9.3. COHERENCE AND ITS LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS (EXPRESS, IMPLIED, ORAL, OR WRITTEN) WITH RESPECT TO THE LICENSED PRODUCT, INCLUDING WITHOUT LIMITATION RELATING TO NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS, OR LACK OF VIRUSES, WHETHER ALLEGED TO ARISE UNDER LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT THE OPERATION OF THE LICENSED PRODUCT MAY NOT BE UNINTERRUPTED OR ERROR FREE.

9.4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER COHERENCE NOR ITS LICENSORS OR SUPPLIERS, WILL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, EVEN IF COHERENCE, ITS LICENSORS OR SUPPLIERS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.5. WITHOUT LIMITING ANYTHING IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, COHERENCE’S, ITS LICENSORS’, OR SUPPLIERS’ AGGREGATE LIABILITY FOR ALL INCIDENTS UNDER THIS AGREEMENT MAY NOT EXCEED AN AMOUNT EQUAL TO USD 500. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL REMEDY.
INDEMNITY

10.1. coherence Indemnity

10.1.1. coherence will defend or at its option settle, and pay any third party damages finally awarded, to the extent arising from any claim, action or allegation brought against You that the Licensed Product infringe any copyright or trade secret right of any third party (“Covered Claims”). As a condition of the foregoing, You must promptly inform us of such claim, action or allegation of infringement and give us the right to control the legal defense of such claim(s) on the terms stated in this section 10.

10.1.2. coherence will have the exclusive right to defend any such claim, action or allegation and make settlements thereof at our own discretion, and You may not settle or compromise such claim, action or allegation, except with prior written consent of coherence. You agree to assist us and provide such information as we may reasonably require to settle or oppose such claims. You may participate in such defense with counsel of Your own choice, at Your own expense.

10.1.3. This Section 10 and Section 9 above states the entire liability of coherence with respect to any infringement or similar claim. In the event of such a claim, action or allegation is brought or threatened, coherence may: (a) procure for You the right to continue to use the Licensed Product; or (b) modify, amend or replace the Licensed Product; or (c) terminate this Agreement without further notice. 10.1.4. Notwithstanding anything to the contrary herein, coherence shall not incure any liability or indemnity toward you caused by your own modifications to the Licensed Product.

10.2. Your Indemnity

You shall indemnify, and hold coherence, its licensors, suppliers and their affiliates, and its and their employees, officers, directors, agents, contractors and other representatives harmless from all claims, demands, actions, losses, liabilities, and expenses (including attorneys' fees, costs, and expert witnesses' fees) that arise from or in connection with (a) any claim brought by any third party related to Your use of the Licensed Product or acts or omissions by You under this Agreement; or (b) Your violation of any federal, state, or foreign law, statute or regulation relating to Your use of the Licensed Product. You agree to reimburse coherence for any defense costs incurred by coherence and any payments made or loss suffered by coherence, whether in a court judgment or settlement, based on any matter covered by this Section or related to this Agreement. You will not be liable under this Section for Covered Claims.
TERM AND TERMINATION.

11.1. This Agreement is applicable on a session-by-session basis, a “session” being from your execution of the Licensed Product and implicit acceptance of this Agreement and until your termination of such session.

11.2. coherence may without notice prevent you from using the Licensed Product from one session to the next or during a session.

11.3. Upon any termination or suspension of your access to the Licensed Product, all licenses and rights granted to You under this Agreement will automatically and immediately terminate, unless coherence provides written notice to You to the contrary, and You must cease any and all further use of the Licensed Product.
Survival

The provisions of this Agreement that are intended to survive termination or expiration to achieve the fundamental purposes of this Agreement shall so survive, including, without limitation, the provisions regarding intellectual property rights, disclaimers, limitation of liability, indemnity, confidentiality.
GOVERNING LAW AND JURISDICTION

13.1. This Agreements shall in all respects be governed by, and construed and interpreted, in accordance with the substantial Laws of Denmark with the exclusion of the United Nations Convention on the International Sale of Goods (CISG, The Vienna Convention).

13.2. Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity, or termination thereof, shall be settled by arbitration in Copenhagen, Denmark, by the Danish Institute of Arbitration in accordance with their rules in force at the time of the initiation of the proceedings. The proceedings shall be subject to confidentiality. The award or decision made by the arbitration tribunal shall be final and conclusive and have binding effect upon the Parties to the arbitration and can be enforced in the same manner as a judgment or order of a court of competent jurisdiction. Considering the result of the arbitration, the arbitration tribunal shall decide upon the extent to which the winning Party shall be entitled to reimbursement of its reasonable costs, fees and expenses for legal assistance, other advisors and otherwise incurred in connection with the arbitration itself, from the other Party.

13.3. By submitting to arbitration, the Parties to the arbitration do not intend to deprive any court of in any jurisdiction to issue, at the request of one of the Parties, a pre-arbitral injunction, pre-arbitral attachment, or any order in aid of the arbitration proceedings and the enforcement of any award.
COMPLIANCE WITH LAW

You agree to comply with all applicable Danish, and applicable foreign laws, regulations, and statutes relating to Your use of the Licensed Product, including any laws regulating the collection, storage, sharing and processing of personal data. You will obtain any necessary export license or other governmental approval prior to accessing, downloading, exporting, re-exporting, or releasing the Licensed Product. You represent and warrant that You do not appear on any United States or European Union etc. list of prohibited or restricted parties (including the Specially Designated Nationals List).
UPDATES TO THIS AGREEMENT

coherence reserves the right at any time to update, revise, supplement, and otherwise modify this Agreement and to change the terms, policies, or conditions related to the Licensed Product. The latest version of this agreement can be found at coherence.io/rs-eula.
ENTIRE AGREEMENT

This Agreement and any documents referenced herein constitute the entire agreement between You and coherence relating to the subject matter covered by this Agreement.
ENGLISH

The original of this Agreement is in English; any translations are provided for reference purposes only. You waive any right You may have under the law of Your country to have this Agreement written or construed in the language of any other country.
WAIVER

Any act by coherence to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law or in equity will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity.
SEVERABILITY

Unless otherwise stated in this Agreement, if any term of this Agreement is held by a court or tribunal of competent jurisdiction to be unenforceable, the term will be enforced to the maximum extent permissible and the remaining terms of this Agreement will remain in full force and effect, and the parties will reform any unenforceable provision to reflect the intent of the parties.
INDEPENDENT CONTRACTORS

You and coherence are independent contractors, and nothing herein will constitute You and coherence as partners or joint ventures.
NO THIRD PARTY BENEFICIARIES

Except as expressly set forth above, there are no third party beneficiaries to this Agreement.
DISCLOSURES

The services hereunder are offered by coherence ApS, a Danish corporation, with registered and business offices at Lundehusvej 7, 2680 Solrød Strand, email: support@coherence.io.

Last Updated: July 4th, 2023