Ultralight SDK License Agreement

Version 2026-08

This LICENSE AGREEMENT ("Agreement"), effective as of the Effective Date defined in Section 1.1.11, is by and between Ultralight, Inc., having an address at 15822 Jamie Lee Drive, Houston, Texas 77095 ("Ultralight Inc") and the person or entity named on the Order ("Licensee"). Ultralight Inc and Licensee are collectively referred to as the "Parties" and individually referred to as a "Party". A copy of this Agreement may be printed and saved for Licensee's records, and remains available at https://ultralig.ht/terms/2026-08.

If you accept this Agreement on behalf of a company or other entity, you represent that you have authority to bind it, and "Licensee" means that entity. If you do not have that authority, you must not accept this Agreement. Licensee agrees that accepting this Agreement electronically, including by ticking a box, clicking a button, or paying an invoice that refers to this Agreement, has the same effect as signing it.

Recitals

WHEREAS, Ultralight Inc has developed software, known as the Ultralight software ("Ultralight"), which includes a library that provides developers the ability to embed and manipulate an instance of a web page and render it using a virtual GPU device driver or CPU-backed pixel buffer.

WHEREAS, Licensee desires to obtain a non-exclusive, Commercial license to use the Ultralight software to develop, distribute, and display applications licensed to third party users ("End Users") or for public display, using Ultralight software to manipulate and render web pages under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and obligations hereinafter contained, and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

Article 1. Definitions

1.1 Definitions. As used herein, the following terms have the meanings set forth below:

1.1.1 "Affiliates" means, with respect to an entity or person, any entity or person that directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with such entity or person.

1.1.2 "Agreement" means this license agreement, as identified in the preamble.

1.1.3 "Ultralight" has the meaning as set forth in the Recitals and includes portions of WebKit software. The Ultralight software includes a set of C++ header files, static libraries, dynamically-linked libraries, tools, sample and reference code, and documentation. For purposes of this Agreement, Ultralight includes every release of the Ultralight software, in the editions that Ultralight Inc makes available for the tier stated on the Order and for the Platforms licensed under the Order, published on or before the end of any Coverage Period under this Agreement, including releases published before the Effective Date. For purposes of this Agreement, the Ultralight software does NOT include the source code of its libraries. Sample and reference code that Ultralight Inc provides in source form is part of the Ultralight software and, where it is provided under its own license (for example the zlib license), is governed by that license as provided in Section 3.5.

1.1.4 "Commercial" means for profit or in commerce, including marketing and promotions activities, whether or not profit, revenues, or sales are generated by such purpose.

1.1.5 "Commercial Application" has the meaning as set forth in Section 2.3.

1.1.6 "Confidential Information" means any non-public information that a Party discloses to the other Party under this Agreement, in writing, orally or by inspection, that is marked as confidential or that a reasonable person would understand to be confidential, including trade secrets, know-how, designs, specifications, pricing information and business plans, and any information the receiving Party derives from it. Ultralight Inc's Confidential Information includes the Ultralight software, any of its source code, and any build, file or document that Ultralight Inc makes available to Licensee through its website, download service or file vault, whether or not marked. Confidential Information does not include (a) Open Source components of the Ultralight software, to the extent their licenses require them to be available; (b) the portions of the Ultralight software that Licensee distributes to End Users inside a Licensed Product as permitted by Sections 2.3 and 2.6; or (c) any information that the receiving Party shows, by clear and convincing evidence, (i) was publicly known and generally available before its disclosure; (ii) became publicly known and generally available after its disclosure through no act or omission of the receiving Party; (iii) was already in the receiving Party's lawful possession at the time of disclosure, as shown by its records; (iv) was obtained by the receiving Party from a third party lawfully in possession of it and without a breach of that third party's obligations of confidentiality; or (v) was independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.

1.1.7 "Control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management, activities or policies of any entity or person, whether through the ownership of voting securities, by contract, employment or otherwise.

1.1.8 "Coverage Period" means each period during which Licensee is entitled to Maintenance Releases for the license purchased under an Order, as set forth in Section 5.1. The first Coverage Period begins on the Effective Date. Coverage Periods are extended by renewal under Article 13. Ultralight Inc's website and Licensee's account call a Coverage Period the "support term".

1.1.9 [Reserved.]

1.1.10 "End Users" has the meaning as set forth in the Recitals.

1.1.11 "Effective Date" means the date on which Licensee accepts this Agreement and places an Order through Ultralight Inc's website or, for an invoiced Order, the date on which Licensee pays the invoice.

1.1.12 "WebKit" is Open Source software code developed by Apple and others and licensed under the GNU Lesser General Public License, BSD-style licenses and other licenses. See also https://webkit.org/licensing-webkit/

1.1.13 "Improvement" means any modification, enhancement, translation, port or other derivative work of the Ultralight software made by Ultralight Inc, including one made using feedback or information received from Licensee.

1.1.14 "Indemnified Party" has the meaning as set forth in Section 8.2.

1.1.15 "Indemnifying Party" has the meaning as set forth in Section 8.2.

1.1.16 "Infringement" has the meaning as set forth in Section 4.6.

1.1.17 "Internal" means solely within Licensee and Licensee's Affiliates.

1.1.18 "Ultralight Inc" has the meaning as set forth in the preamble.

1.1.19 "Licensed Product" has the meaning as set forth in Section 2.1.

1.1.20 "Licensee" refers to the party to the Agreement to whom Ultralight Inc grants license rights to the Ultralight software as described herein.

1.1.21 "Losses" has the meaning as set forth in Section 8.1.

1.1.22 "Maintenance Release" has the meaning as set forth in Section 5.1.

1.1.23 "Open Source" means software in which source code is generally available for modification and distribution, and which may include specific license requirements for other software that accesses, embeds, or uses the open source software.

1.1.24 "Order" means the order Licensee places through Ultralight Inc's website, or the invoice Ultralight Inc issues to Licensee for a license, together with any quote or online form that Ultralight Inc issues for it, each of which is incorporated into this Agreement. The Order identifies the Commercial Application, the tier, the Platforms, and the fees. Terms in any purchase order, vendor registration, supplier portal or similar document of Licensee do not form part of the Order and have no effect, even if Ultralight Inc accepts, acknowledges or signs that document.

1.1.25 "Party" or "Parties" has the meaning as set forth in the preamble.

1.1.26 "Platform" has the meaning as set forth in Section 12.2.

1.1.27 "Term" has the meaning as set forth in Section 10.1.

1.1.28 "Tier Threshold" has the meaning as set forth in Section 12.1.

1.1.29 "Trademarks" means any filed or unfiled, common law, state law and federal law rights, as well as all international trademark rights, Ultralight Inc has in any trademarks for Ultralight software.

1.1.30 "Including" and "includes" mean including without limitation.

Article 2. License Grant

2.1 Development License Grant. Ultralight Inc hereby grants to Licensee a limited, non-transferable, non-exclusive, non-sublicensable, world-wide right and license, revocable only as provided in Sections 6.2, 10.2 and 10.3, to the Ultralight software solely to develop applications and devices that access, embed, and use the Ultralight software ("Licensed Products"), including to test and evaluate such Licensed Products Internally by Licensee, under the terms and conditions herein. For purposes of clarity, this development license grant in Section 2.1 does not include any right or license to distribute the Ultralight software or to publicly display or publicly perform Licensed Products utilizing the Ultralight software.

2.2 Perpetual Grant. The license grants in Sections 2.1 and 2.3 are perpetual and do not expire, and do not depend on any renewal or, except as provided in Article 12, on any payment after the fees stated on the Order. A Coverage Period that ends without renewal does not reduce, suspend, or terminate the license grants in this Article 2, and does not affect Licensee's right to continue using and distributing any release of the Ultralight software that is within the definition in Section 1.1.3. Section 6.2 (on refund), Section 10.2 (suspension) and Section 10.3 (termination) are the only provisions under which the grants in this Article 2 may be suspended or terminated.

2.3 Distribution License Grant, Commercial Application. Ultralight Inc hereby grants to Licensee a limited, non-transferable, non-exclusive, world-wide right and license, revocable only as provided in Sections 6.2, 10.2 and 10.3 and sublicensable only as described in Sections 2.6 and 4.3, to the Ultralight software to copy, develop, display, distribute, evaluate, export, import, make, market, publicly perform, sell, test, and use a Licensed Product utilizing the Ultralight software for Commercial purposes, limited to one Commercial Application as identified in the Order. A Commercial Application means a single title or software application, or a single device product or a single line of closely related device models that Licensee sells under one product name and that run the same Licensed Product, that Licensee offers to End Users as a finished product, and includes every edition, update, and re-release of it. This license grant includes all updates and additional content for the designated Commercial Application, including paid downloadable content that adds to the Commercial Application and requires it to run, but not a separate game or application delivered through it. This license grant excludes any sequel, and any expansion or other product sold as a separate standalone product, each of which requires its own license. A change of the Commercial Application's name does not change which Commercial Application is licensed. A version of the Commercial Application that is rebranded for a customer of Licensee and distributed under that customer's name or brand is a separate Commercial Application.

2.4 Persons Who May Use the Ultralight Software. Licensee may permit its employees and contractors to use the Ultralight software Internally for the purposes licensed in Sections 2.1 and 2.3. There is no limit on the number of such persons. Licensee shall ensure that each contractor is subject to written confidentiality obligations at least as protective as those in Article 9 before that contractor is given access, and Licensee is responsible for the acts and omissions of every person to whom it gives access as if they were Licensee's own.

2.5 Trademark License. In the event that Licensee, at its sole discretion, decides to use Ultralight Inc's Trademarks, Ultralight Inc hereby grants Licensee a non-exclusive, royalty-free right and license to use the Trademarks, and to permit its publishers and distributors to use them, solely in conjunction with marketing, advertising, manufacturing information, and product packaging for the Commercial Application.

2.5.1 Non-Assignment. Licensee acknowledges and agrees that the trademark rights granted to Licensee by and obtained by Licensee as a result of or in connection with this Agreement are license rights only, and nothing contained in this Agreement constitutes or shall be construed to be an assignment of any or all of Ultralight Inc's rights in the Trademarks. All goodwill associated with such activities of Licensee shall inure to the benefit of Ultralight Inc.

2.5.2 Quality of Product. In the event Licensee decides to use Ultralight Inc's Trademarks, Licensee agrees to maintain a high quality of any Licensed Product provided under the Trademark consistent with the quality of previous versions of Ultralight Inc's products as of the Effective Date and consistent with a standard that ensures the continued protection of the Trademark and the goodwill pertaining to the Trademark. In such an event, Ultralight Inc reserves the right to receive samples of the mark as used in conjunction with the Licensed Product no more than once per year or as reasonably provided by Licensee, to ensure that the quality meets the foregoing standard.

2.5.3 Trademark Format. Licensee shall only use or display the Trademark in a format approved by Ultralight Inc, such approval not to be unreasonably withheld.

2.5.4 Proper Notice and Acknowledgment. Every use of the Trademark by Licensee shall incorporate in an appropriate manner a "TM" or once it is registered an "R" enclosed by a circle or the phrase "Reg. U.S. Trademark of Ultralight, Inc.".

2.5.5 Impairment of Ultralight Inc's Rights. If Licensee decides to use the Trademark, Licensee shall not at any time, whether during or after the Term of this Agreement, do or cause to be done any act or thing challenging, contesting, impairing, invalidating, or tending to impair or invalidate any of Ultralight Inc's rights in the Trademark or any registrations derived from such rights.

2.5.6 Ultralight Inc's Rights and Remedies. If Licensee decides to use the Trademark, Licensee acknowledges and agrees that Ultralight Inc has, shall retain and may exercise, both during the Term of this Agreement and thereafter, all rights and remedies available to Ultralight Inc, whether derived from this Agreement, from statute, or otherwise, as a result of or in connection with Licensee's breach of the trademark license granted in this Agreement, misuse of the Trademark or any other use of the Trademark by Licensee which is not permitted by this Agreement.

2.6 Publishers and Distributors. Licensee may authorize its publishers, distributors, storefronts, platform operators and resellers to reproduce and distribute the Ultralight software solely as part of the Licensed Product for the Commercial Application, and Licensee is responsible for their compliance with this Agreement.

Article 3. Restrictions and Improvements

3.1 Restrictions. All rights not expressly granted in this Agreement are reserved by Ultralight Inc. Nothing contained in this Agreement shall be interpreted to give Licensee any rights with respect to any copyrights, patents, trademarks, or other intellectual property, including software by Ultralight Inc other than Ultralight software under the terms described herein.

3.2 Ownership of Intellectual Property. As between Ultralight Inc and Licensee, Ultralight Inc owns and shall continue to own all intellectual property rights in the Ultralight software and in every Improvement. Licensee owns its Licensed Products, excluding the Ultralight software they contain. Nothing in this Agreement shall be construed to grant Ultralight Inc any rights to Licensee's Licensed Products, except as expressly stated herein.

3.3 Improvements. Ultralight Inc owns every Improvement, and owes Licensee nothing for one, including an Improvement made using Licensee's feedback, bug reports or other information. Ultralight Inc may, but need not, seek intellectual property protection for any Improvement.

3.4 Feedback. If Licensee gives Ultralight Inc feedback, suggestions or bug reports, Ultralight Inc may use them for any purpose without obligation, and Licensee grants Ultralight Inc a perpetual, irrevocable, world-wide, royalty-free license to do so.

3.5 Open Source Components. The Ultralight software includes Open Source components, including portions of WebKit and sample and reference code provided under its own license, listed with their licenses in the file NOTICES.md or in the license file in the directory that contains them. Each Open Source component is licensed under its own license. Nothing in this Agreement restricts any right that an Open Source license grants for the component it covers, and where this Agreement conflicts with an Open Source license for a component, that license governs for that component. Licensee shall comply with the Open Source licenses of the components it distributes, including their notice requirements. Ultralight Inc makes the source code of the components licensed under the GNU Lesser General Public License available as stated in NOTICES.md.

Article 4. Certain Licensee Obligations

4.1 No Reverse Engineering. Unless otherwise agreed to in writing, and except as permitted by Section 3.5 or by applicable law despite this restriction, Licensee agrees not to reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Ultralight software, or otherwise create derivative works of, the Ultralight software.

4.2 No Static Linking. Unless otherwise agreed to in writing, Licensee agrees not to access the Ultralight dynamically-linked library using static-linking tools or other methods that hide or conceal any of the Ultralight software.

4.3 Licensing of End Users. Subject to the license grant in Article 2, Licensee may distribute to End Users the Ultralight software, as part of and in conjunction with Licensed Products, provided that such distribution to End Users is subject to the End User License Agreement included with the Ultralight software, or to terms of Licensee that protect the Ultralight software at least as well as Sections 4.1, 4.7 and 4.9 and that disclaim, on Ultralight Inc's behalf, all warranties and liability to the extent permitted by law.

4.4 Marking. Licensee shall ensure that the text contained within NOTICES, or a successor text as designated by Ultralight Inc from time to time, shall appear in the credit section of any Licensed Product, or where it has none, in its legal notices or accompanying documentation. Since third-party notices may be updated as the Ultralight software is updated, the full text of NOTICES can be found in the SDK in the file NOTICES.md.

4.5 Export Controls and Sanctions. Each Party shall comply with the export control and sanctions laws of the United States and other applicable countries, including the Export Administration Regulations and the regulations of the Office of Foreign Assets Control, and Licensee is responsible for obtaining any license needed to export, re-export or import the Ultralight software. Licensee represents that it is not located in, organized under the laws of, or owned or controlled by a person in, a country or region subject to comprehensive U.S. sanctions, and is not on a U.S. government restricted-party list, and Licensee shall not distribute the Ultralight software in breach of those laws.

4.6 Infringement. Licensee agrees to promptly notify Ultralight Inc if it becomes aware of any third party that infringes Ultralight Inc's intellectual property rights, including misappropriation of the Ultralight software or violations of an End User license agreement (an "Infringement"). Ultralight Inc, at its discretion, shall have the right, but not the obligation, to enforce intellectual property rights against any Infringement. Ultralight Inc shall solely control any such enforcement action.

4.7 No Redistribution of the Ultralight Software. Licensee shall not redistribute, sublicense, sell, rent, lend, or otherwise make available the Ultralight software itself, including its libraries, tools, headers, or documentation, except as compiled and linked into a Licensed Product in the ordinary way and as permitted by Sections 2.3 and 2.6. Licensee shall not remove or obscure any proprietary notice, and shall not use the Ultralight software to build a product whose primary purpose is to substitute for the Ultralight software.

4.8 Update Contact Information. Licensee shall promptly report to Ultralight Inc any change in mailing address, name or company affiliation during the period of this Agreement, and Licensee also shall promptly report when, and if, Licensee discontinues its development and marketing of the Ultralight software, and/or when Licensee discontinues its efforts to bring the Licensed Products to practical application. Licensee may satisfy this Section by keeping its account details current.

4.9 No Developer Platforms. Licensee shall not use the Ultralight software in, or distribute it as part of, any product or service that enables third parties to create, build or distribute their own applications, games, devices or other products that use the Ultralight software, such as a software development kit, library, game engine, plugin, framework, application builder, authoring or no-code tool, or a module, runtime or player offered to other developers or manufacturers, unless that use is licensed under a separate agreement with Ultralight Inc. Licensee shall not offer the rendering functions of the Ultralight software to third parties as a hosted, cloud or API service for use in their own products. Licensee may use the Ultralight software in its own engine, libraries, tools and plugins to build its own Licensed Products, and each Commercial Application it distributes needs its own license. A Licensed Product may let its End Users create content for that Licensed Product, such as mods, levels or user interface customizations, that runs only within it, as long as the Licensed Product is not offered to developers or manufacturers as a way to build, distribute or sell their own products. A wrapper, binding or integration that does not include the Ultralight software, and that requires each of its users to obtain their own license from Ultralight Inc, does not breach this Section.

Article 5. Certain Ultralight Inc Obligations

5.1 Maintenance Releases and Coverage. The Order includes an initial Coverage Period of twelve (12) months beginning on the Effective Date. During each Coverage Period, Ultralight Inc shall take commercially reasonable efforts to provide support for the Ultralight software through the community channels and issue reporting described on Ultralight Inc's website; to include providing work-arounds or bug fixes to diagnosed errors and malfunctions in the Ultralight software; and to include providing releases that implement corrections ("Maintenance Releases"). Maintenance Releases may provide corrections to errors or malfunctions and also may include new features and functions added to the Ultralight software. Maintenance Releases are licensed under the same terms and conditions of this Agreement. The timing and content of Maintenance Releases will be at the sole discretion of Ultralight Inc.

Every release published on or before the end of a Coverage Period becomes part of the Ultralight software licensed to Licensee permanently, as provided in Section 1.1.3, and Licensee's right to use and distribute it under Article 2 survives the end of that Coverage Period. A release published after the end of the latest Coverage Period is licensed to Licensee from the start of a later Coverage Period, purchased under Article 13, that ends on or after the date of its publication.

Ultralight Inc makes paid releases available for download only while a Coverage Period is in effect. Licensee should keep its own copies of the releases it relies on. The end of download access does not affect Licensee's right to use and distribute any release licensed to it.

5.2 Email Support. Where the tier stated on the Order includes email support, as published on Ultralight Inc's website at the time of the Order, Ultralight Inc shall, during each Coverage Period, take commercially reasonable efforts to provide email support to Licensee during normal business hours (Monday through Friday, 9:00AM to 5:00PM U.S. Central Time, normal U.S. holidays excluded). Ultralight Inc does not guarantee a response time. Where the tier does not include email support, support is provided through the community channels described on Ultralight Inc's website, and this Section 5.2 imposes no obligation on Ultralight Inc.

5.3 No Runtime Restrictions. The Ultralight software contains no license key, activation, entitlement check, or reporting mechanism, and does not require any communication with Ultralight Inc in order to function. Nothing in this Agreement obliges Licensee to include any such mechanism in a Licensed Product.

Article 6. Payments and Royalty

6.1 License Fees. License fees are described in the Order. Except as provided in Section 6.2 and Section 12.1.1, license fees shall not be refunded nor claimed as a credit in any event for any reason whatsoever.

6.2 Refunds. License fees and renewal fees are not refundable. Ultralight Inc may grant a refund at its sole discretion, on a request sent by email to [email protected]. If Ultralight Inc refunds a license fee in full, this Agreement and the license grants in Article 2 terminate and download access ends; Licensee shall then stop using the Ultralight software, stop distributing new copies of it and destroy its copies, and copies of a Licensed Product already distributed to End Users remain licensed. If Ultralight Inc refunds a renewal fee in full, the Coverage Period that renewal paid for is reversed, and a release licensed to Licensee only through that Coverage Period is no longer licensed to Licensee. A partial refund does not change any license grant or Coverage Period.

6.3 Payment Terms. Fees are due at the time of purchase for an Order placed through Ultralight Inc's website, and by the due date stated on the invoice for an invoiced Order. A renewal invoice under Article 13 is an offer to renew: if Licensee does not pay it, no fee is owed and the Coverage Period ends as provided in Section 13.3. Overdue amounts bear interest at the lesser of one and one-half percent (1.5%) per month and the highest rate permitted by law. A payment that is reversed or charged back is unpaid.

6.4 No Royalties. No royalty is payable under this Agreement. The fees stated on the Order are the entire consideration for the license grants in Article 2.

6.5 Taxes. Fees exclude all sales, use, value added, goods and services, withholding and similar taxes and duties. Licensee shall pay all such taxes, other than taxes on Ultralight Inc's net income, and Ultralight Inc charges them where it is registered to collect them. Where the reverse charge applies, Licensee shall account for the tax. If the law requires Licensee to withhold tax from a payment, Licensee shall increase the payment so that Ultralight Inc receives the full amount it would have received without the withholding, and shall give Ultralight Inc the official receipts.

Article 7. Representations and Warranties

7.1 LIMITATION OF WARRANTY; "AS IS". THE ULTRALIGHT SOFTWARE, INCLUDING ALL SOFTWARE, DOCUMENTS, FUNCTIONS, MATERIALS, AND INFORMATION, IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ULTRALIGHT INC MAKES NO OTHER REPRESENTATIONS AND EXTENDS NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT (INCLUDING ANY OPEN SOURCE VIOLATIONS), AND DOES NOT WARRANT THAT THE ULTRALIGHT SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.

7.2 MAXIMUM LIABILITY. REGARDLESS OF THE BASIS ON WHICH A CLAIM IS MADE (INCLUDING FUNDAMENTAL BREACH, NEGLIGENCE, MISREPRESENTATION, OR OTHER CONTRACT OR TORT CLAIM), ULTRALIGHT INC'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE GREATER OF THE FEES ACTUALLY PAID BY LICENSEE TO ULTRALIGHT INC UNDER THE ORDER IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND ONE HUNDRED U.S. DOLLARS (US$100).

7.3 EXCLUSION OF DAMAGES. IN NO EVENT SHALL ULTRALIGHT INC BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, USE OR DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), ARISING OUT OF OR IN CONNECTION WITH THE ULTRALIGHT SOFTWARE OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

7.4 Liability That Cannot Be Limited. Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded under applicable law.

Article 8. Indemnification

8.1 Indemnification by Licensee. Licensee shall defend and indemnify Ultralight Inc from and against any and all claims for damages, losses, liabilities, costs and expenses (including reasonable legal fees and expenses), deficiencies, including interest and penalties imposed or assessed by any judicial or administrative body, including all amounts paid in investigation, defense or settlement of the foregoing (collectively, the "Losses"), incurred by Ultralight Inc that arise out of:

8.1.1 any breach of Licensee's obligations in Article 4; or

8.1.2 any breach of the confidentiality obligations under Article 9 by Licensee, its Affiliates, employees, or contractors; or

8.1.3 any third-party claim of infringement or misappropriation that arises out of the Licensed Product due to use of the Ultralight software in combination with Licensee's software or technology; or

8.1.4 any claim by an End User or other third party arising from a Licensed Product, except to the extent caused by the Ultralight software as delivered by Ultralight Inc.

8.2 Party Seeking Indemnification. If Ultralight Inc seeks indemnification under the terms of this Article 8 (the "Indemnified Party") against Licensee (the "Indemnifying Party"), the Indemnified Party shall promptly notify the Indemnifying Party in writing of the third party claim or threatened third party claim when it receives notice thereof, shall permit the Indemnifying Party, at the Indemnifying Party's cost and expense, to assume direction and control of the defense of the third party claim, and shall cooperate as requested (at the expense of the Indemnifying Party), in the defense of the claim.

8.2.1 The failure of the Indemnified Party to give notice under Section 8.2, or any delay in it, does not reduce the Indemnified Party's right to indemnification, except to the extent that the failure or delay impairs the Indemnifying Party's ability to defend or contest the third party claim.

Article 9. Confidentiality

9.1 Non-use and Non-disclosure. Each Party agrees not to use any Confidential Information of the other Party for any purpose except for the purposes set forth in this Agreement. Each Party agrees not to disclose any Confidential Information of the other Party, except that, subject to Section 9.2 below, a receiving Party may disclose the other Party's Confidential Information to those employees of the receiving Party who are required to have the information for the purposes set forth in this Agreement, and relevant consultants and contractors, provided that the receiving Party first obtains a signed confidentiality agreement with terms similar to this Agreement from them, such that they are under a confidentiality obligation to the receiving Party. If a receiving Party is required by law to make any disclosure that is prohibited or otherwise constrained by this Agreement, the receiving Party will provide the disclosing Party with prompt written notice of such requirement so that the disclosing Party may seek a protective order or other appropriate relief. Subject to the foregoing sentence, such receiving Party may furnish that portion (and only that portion) of the Confidential Information that the receiving Party is legally compelled or is otherwise legally required to disclose; provided, however, that the receiving Party provides such reasonable assistance as the disclosing Party may request in obtaining such order or other relief.

9.2 Maintenance of Confidentiality. Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no case less than reasonable care (including all precautions the receiving Party employs with respect to its confidential materials). Prior to any disclosure of Confidential Information to its employees, each Party shall ensure that such employees who have access to the other Party's Confidential Information have signed a non-disclosure agreement in content similar to the provisions of this Agreement or are otherwise legally obligated not to disclose such Confidential Information. Each Party shall reproduce the other Party's proprietary rights notices on any photo or electronic copies, in the same manner in which such notices were set forth in or on the original. A Party receiving Confidential Information shall promptly notify the Party disclosing such Confidential Information of any use or disclosure of such Confidential Information in violation of this Agreement of which the receiving Party becomes aware.

9.3 Limitation on Copying. Other than Ultralight Inc's rights in the Improvements, the disclosing Party retains and owns all copyrights, rights in derivative works in the Confidential Information and the receiving Party hereby agrees not to copy the Confidential Information, in whole or in part, except as is necessary to perform its tasks under this Agreement or to exercise its rights under it.

9.4 Return of Materials. All documents and other tangible objects containing or representing Confidential Information that have been disclosed by either Party to the other Party, shall be and remain the property of the disclosing Party and shall be promptly returned to the disclosing Party upon the disclosing Party's written request, except for the Ultralight software that Licensee is licensed to keep under Article 2. Notwithstanding the foregoing, one (1) copy of any written or photographic Confidential Information provided by the other Party may be retained by the receiving Party for archival purposes only.

9.5 Duration. The confidentiality obligations of each receiving Party under this Agreement shall survive until such time as all Confidential Information of the other Party disclosed hereunder becomes publicly known and made generally available through no action or inaction of the receiving Party. The obligations to hold information in confidence as required by Article 9 also shall survive any termination of this Agreement.

9.6 Duty to Notify of Confidentiality Breach. Either Party shall promptly provide written notice to the other Party of any breach of this Article 9 of which it becomes aware, specifying the nature of the breach, and shall take all reasonable steps to stop it and limit its effects.

9.7 Availability of Equitable Relief. Each Party understands and agrees that a breach or threatened breach of Article 3, Article 4 or Article 9, or any infringement of Ultralight Inc's intellectual property rights, will cause irreparable injury to the other Party and that money damages will not provide an adequate remedy for it, and both Parties hereby agree that, in the event of such a breach or threatened breach, the non-breaching Party will also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. The Parties' rights under this Agreement are cumulative, and a Party's exercise of one right shall not waive the Party's right to assert any other legal remedy.

Article 10. Term, Suspension and Termination

10.1 Term. This Agreement begins on the Effective Date and continues in effect unless terminated as provided in this Article 10 or under Section 6.2 (the "Term"). The Term does not depend on any Coverage Period being in effect.

10.2 Suspension of Rights. Ultralight Inc shall have the right to suspend or withhold grants of all rights to the Ultralight software hereunder, including but not limited to the development license in Section 2.1, the distribution license in Section 2.3, access to downloads, and support, should Licensee fail to make payment in timely fashion or otherwise violate or be reasonably suspected of violating its obligations or the terms of this Agreement, and where such violation or breach is not cured within five (5) business days following Ultralight Inc's written notice thereof. Ultralight Inc shall lift a suspension promptly once the violation is cured or Ultralight Inc determines that no violation occurred. A renewal that is not paid, including a declined automatic charge, is not a failure to make payment. A suspension never affects copies of a Licensed Product already distributed to End Users in compliance with this Agreement.

10.3 Termination.

10.3.1 Termination by Licensee. Licensee may terminate this Agreement by providing Ultralight Inc with thirty (30) days prior written notice of intent to terminate. Termination by Licensee earns no refund of any fee paid.

10.3.2 Termination by Ultralight Inc. Ultralight Inc may terminate this Agreement upon thirty (30) days written notice to Licensee of a material breach by Licensee of Section 4.1 (No Reverse Engineering), Section 4.2 (No Static Linking), Section 4.7 (No Redistribution of the Ultralight Software), Section 4.9 (No Developer Platforms), or Article 9 (Confidentiality), if such breach is not reasonably cured within that period. Ultralight Inc may terminate this Agreement on written notice, without a cure period, where a breach of Section 4.7, Section 4.9 or Article 9 discloses or distributes the Ultralight software or any of its source code to a person not authorized under this Agreement, or where continuing this Agreement would breach applicable law. No other breach gives Ultralight Inc a right of termination under this Section, and failure to renew a Coverage Period is never a breach or a ground for termination.

10.4 Effect of Termination. Upon termination of this Agreement: (1) the license grants in Sections 2.1 and 2.3 cease, and Licensee shall stop developing with, and stop distributing new copies of, the Ultralight software; (2) copies of a Licensed Product that were distributed to End Users before termination, in compliance with this Agreement, remain licensed, and Licensee is not required to recall, disable, or withdraw them; (3) if Licensee has decided to use the Trademark, Licensee shall immediately cease and desist from using the Trademark in conjunction with any future marketing and advertising activities; (4) Licensee's access to downloads ends; (5) any license fee or other payment owed by Licensee to Ultralight Inc shall become immediately due and payable, and, except for a refund under Section 6.2, Ultralight Inc shall retain all fees already paid; and (6) Licensee shall delete all copies of the Ultralight software in its possession or control, other than copies within Licensed Products already distributed to End Users, and shall certify the deletion in writing on request.

10.5 Surviving Provisions. Notwithstanding any provision herein to the contrary, the rights and obligations of the Parties set forth in Articles 3, 4, 7, 8, 9, 10 and 11 and Section 6.5, as well as any rights or obligations otherwise accrued hereunder, including any accrued payment obligations, shall survive the expiration or termination of the Term.

Article 11. General Provisions

11.1 Severability. If any provision of this Agreement is held unenforceable, it shall be enforced to the maximum extent permitted, and the remainder of this Agreement remains in effect.

11.2 Governing Law, Venue and Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas, without reference to its conflicts of laws and choice of law rules or principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any disputes arising hereunder shall be adjudicated in the state or federal courts located in Harris County, Texas, which shall have exclusive jurisdiction over such disputes, and each Party submits to their jurisdiction. Ultralight Inc may also seek injunctive or other equitable relief, or enforce its intellectual property rights or a claim for payment, in any court of competent jurisdiction.

11.3 Notification. Notices to Ultralight Inc shall be in writing and sent to Ultralight, Inc., 15822 Jamie Lee Drive, Houston, Texas 77095, or by email to [email protected]. Notices to Licensee may be sent by email to the address on Licensee's account, or posted in Licensee's account, and are deemed given when sent or posted. It is Licensee's responsibility to keep that address current under Section 4.8.

11.4 Entire Agreement and Versions. This Agreement, together with the Order, is the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior representations, understandings and agreements between the Parties with respect to the subject matter hereof. If Licensee and Ultralight Inc have signed a separate written agreement for the Ultralight software, that agreement governs to the extent of any conflict; otherwise this Agreement prevails over the Order, except for the Commercial Application, tier, Platforms and fees stated on the Order. This Agreement may be amended only in a writing signed by both Parties, or as provided in Section 13.4. The version of this Agreement that Licensee accepted at the time of the Order governs that Order, subject to Section 13.4. Ultralight Inc may publish later versions of this Agreement, which apply to Orders placed after they take effect and, under Section 13.4, to renewals. A renewal is not a new Order, and a later version applies to a renewal only under Section 13.4.

11.5 Waiver. The terms or conditions of this Agreement may be waived only by a written instrument executed by the Party waiving compliance. The failure of either Party at any time or times to require performance of any provision hereof shall in no manner affect its rights at a later time to enforce the same. No waiver by either Party of any condition or term shall be deemed as a continuing waiver of such condition or term or of another condition or term.

11.6 Headings. Section and subsection headings are inserted for convenience of reference only and do not form part of this Agreement.

11.7 Assignment. Licensee may assign this Agreement together with the Commercial Application it covers, and may assign this Agreement in conjunction with an acquisition, merger, sale of substantially all of its assets, or other business combination, in each case on written notice to Ultralight Inc and provided that the assignee assumes all obligations of Licensee under this Agreement and either qualifies for the tier stated on the Order or complies with Section 12.1 within ninety (90) days of the assignment. Licensee may assign this Agreement to its Affiliates on written notice. Any other assignment, delegation or transfer by Licensee, in whole or part, requires the prior express written consent of Ultralight Inc. Ultralight Inc may assign this Agreement freely. Any purported assignment in violation of this Section 11.7 shall be void. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the Parties.

11.8 Force Majeure. Except for payment obligations, neither Party shall be liable for failure of or delay in performing obligations set forth in this Agreement, and neither shall be deemed in breach of its obligations, if such failure or delay is due to natural disasters, acts of terrorism or any other causes beyond the reasonable control of such Party. In event of such force majeure, the Party affected thereby shall use reasonable efforts to cure or overcome the same and resume performance of its obligations hereunder.

11.9 Construction. The Parties hereto acknowledge and agree that: (i) the rule of construction to the effect that any ambiguities are resolved against the drafting Party shall not be employed in the interpretation of this Agreement; and (ii) the terms and provisions of this Agreement shall be construed fairly as to all Parties hereto and not in favor of or against any Party.

11.10 Status. Nothing in this Agreement is intended or shall be deemed to constitute a partner, agency, employer-employee, or joint venture relationship between the Parties.

11.11 Further Assurances. Each Party agrees to execute, acknowledge and deliver such further instructions, and to do all such other acts, as may be reasonably necessary or appropriate in order to carry out the purposes and intent of this Agreement.

11.12 Negotiation and Mediation. If an issue arises over the subject matter of this Agreement, before initiating litigation, the Parties hereby agree to attempt in good faith to settle any disputes or issues through mediation, including a direct exchange between chief executives, at least thirty (30) days prior to any filing suit. This Section does not prevent either Party from seeking injunctive or other equitable relief at any time.

11.13 WAIVER OF JURY TRIAL. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

11.14 No Third-Party Beneficiaries. This Agreement is for the benefit of the Parties only, and no End User or other third party has any right to enforce it.

11.15 Language. This Agreement is made in English, and the English text governs over any translation.

11.16 U.S. Government End Users. The Ultralight software is "commercial computer software" and its documentation is "commercial computer software documentation", licensed to U.S. government end users only as commercial items under the terms of this Agreement, consistent with FAR 12.212 and DFARS 227.7202.

11.17 Several Orders. Where Licensee has more than one Order, this Agreement applies to each Order separately, and each Order may be refunded, assigned or terminated without affecting any other. A credit under Section 12.1.1, however it is applied, is not a refund under Section 6.2.

Article 12. Additional Restrictions

12.1 Tier Threshold. Each tier is available only below the revenue and budget threshold published for that tier on Ultralight Inc's website at the time of the Order (the "Tier Threshold"). The Order states which tier Licensee purchased. The applicable figure is the greater of (a) Licensee's gross revenue over the trailing twelve months, including the revenue of Licensee's parent companies and Affiliates, and (b) the production budget of the Commercial Application, excluding marketing spend. Where the Commercial Application is not a game, the applicable figure is the amount in (a) alone. Licensee represents and warrants that, as of the Effective Date, that figure is below the Tier Threshold for the tier stated on the Order.

12.1.1 Crossing a Tier Threshold. If after the Effective Date the applicable figure reaches or exceeds the Tier Threshold, Licensee shall notify Ultralight Inc and, within ninety (90) days, either purchase the tier its new figure falls within or, where the new figure exceeds the highest tier available for purchase on Ultralight Inc's website, enter into a separate agreement with Ultralight Inc. Licensee pays only the difference between the fees already paid and the fees for the new tier, at Ultralight Inc's prices current at the time of the upgrade. No penalty or back-dated fee is charged for the period before the upgrade, and all amounts already paid are credited. Where the applicable figure was at or above the Tier Threshold on the Effective Date, this Section 12.1.1 does not apply: the fees for the correct tier, or for a separate agreement, are due immediately, and the representation in Section 12.1 is breached.

12.1.2 Failure to Upgrade. Failure to comply with Section 12.1.1 within ninety (90) days is a material breach of this Agreement, and the rights granted in Section 2.3 are suspended under Section 10.2 until Licensee complies.

12.1.3 Certification. Upon Ultralight Inc's reasonable written request, no more than once in any twelve (12) month period, Licensee shall certify in writing whether the applicable figure is below the Tier Threshold. On the same request, Licensee shall also certify in writing that it complies with Sections 4.7 and 4.9, and name the products in which it uses the Ultralight software. Ultralight Inc has no right to audit or inspect Licensee's financial records under this Agreement. A certification that Licensee knows to be false is a material breach of this Agreement.

12.2 Platforms. This Agreement is valid ONLY for the platforms identified in the Order (each a "Platform"), which for the tiers available for purchase on Ultralight Inc's website are the Windows, macOS and Linux operating systems, on personal computers (including handheld gaming computers that run one of those operating systems), on servers that run or stream the Commercial Application for its End Users, and on embedded and dedicated devices. Game consoles, and mobile and smart TV operating systems (including those built on Linux, such as Android), are excluded, and are licensed only under a separate agreement.

12.3 Business Purchase. The Ultralight software is sold to businesses for business use. Licensee represents that it enters into this Agreement in the course of its trade, business, or profession and not as a consumer. An individual who places an Order does so as a sole proprietor and on that basis.

Article 13. Coverage Renewal

13.1 Renewal. Licensee may extend its coverage by purchasing additional Coverage Periods. A renewal extends the Coverage Period and does not affect the perpetual license grants in Article 2. Renewal prices, the renewal interval, the method of renewal for each tier, and the treatment of a renewal purchased after a Coverage Period has ended, are as published on Ultralight Inc's website and shown in Licensee's account at the time of renewal. Any price stated for a renewal is valid only for the period specified.

13.2 Automatic Renewal. Where the tier stated on the Order renews automatically, as published on Ultralight Inc's website at the time of the Order and as disclosed to Licensee before payment, Ultralight Inc may charge Licensee's stored payment method for each subsequent Coverage Period at the price then published, unless Licensee cancels beforehand. Ultralight Inc will notify Licensee before each such charge. Licensee may cancel automatic renewal at any time from Licensee's account, effective at the end of the Coverage Period then in progress. Cancelling automatic renewal is not a termination of this Agreement and does not affect the license grants in Article 2. Where the tier does not renew automatically, no charge is made without a new Order. If an automatic charge and Ultralight Inc's retries of it fail, the Coverage Period is not extended and nothing is owed for it.

13.3 No Obligation to Renew. Neither Party is obliged to renew. Allowing coverage to lapse is not a breach of this Agreement, and Licensee keeps every right described in Section 2.2.

13.4 Changes at Renewal. Ultralight Inc may change this Agreement for future Coverage Periods by publishing a later version and notifying Licensee of it by email, with a link to the later version, at least thirty (30) days before a renewal. A renewal after that notice, or a renewal for which Licensee accepts the later version when it pays, accepts the later version, which then governs this Agreement from the start of the renewed Coverage Period. If Licensee does not want the later version, Licensee may cancel automatic renewal or decline to renew. In either case, Licensee's rights to use and distribute every release licensed to it before that renewal continue on the terms of the version under which that release was licensed.

Article 14. Accounts

14.1 Account Limits. Ultralight Inc's website and download service may limit the number of team member accounts associated with Licensee's organization, as stated on the Order or published on Ultralight Inc's website. That limit applies to access to Ultralight Inc's website and download service only. It does not limit who may use the Ultralight software under Section 2.4, and exceeding it is not a breach of the license granted in Article 2.

This is the current version of the agreement.