1. INTRODUCTION AND ACCEPTANCE

1.1. Agreement. These Terms and Conditions (the "Terms") constitute a legally binding agreement between the entity or individual accessing or using the Services (the "Client", "Customer", "you") and KALONIRO INVESTMENTS LTD, a company duly registered in accordance with the laws of the Republic of Cyprus with registration number HE 430839 and registered office at Kyvelis 45, Kato Polemidia, 4150, Limassol, Cyprus (the "Company", "we", "us").

1.2. Scope. These Terms govern your access to and use of the website located at http://kaloniro.com (the "Website") and all iGaming content, software solutions, digital products, application programming interfaces, technical documentation, support services, and related services provided by the Company (collectively, the "Services").

1.3. Business Relationship. These Terms are intended exclusively for business-to-business relationships with licensed or lawfully operating online gaming operators, content resellers, distribution partners, and other business entities in the iGaming industry. If you are an individual consumer seeking to play casino games, these Terms do not apply to you, you are not authorized to accept these Terms or use the Services, and you should immediately discontinue your use of the Website.

1.4. Relationship to Other Agreements. In the event that you have entered into a separate written Master Services Agreement, Integration Agreement, or other specific commercial contract with the Company (a "Specific Agreement"), the terms of that Specific Agreement shall take precedence over these Terms to the extent of any conflict. These Terms shall apply to all aspects of the relationship not specifically addressed in any Specific Agreement and shall be deemed incorporated by reference into all Specific Agreements unless expressly excluded.

1.5. Acceptance. By accessing the Website, using the Services, executing an order form that references these Terms, or integrating any of our content into your gaming platform or distribution network, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms in their entirety, you must immediately cease all use of the Services and may not integrate or distribute any content provided by the Company.

1.6. Authority. You represent and warrant that you have full legal authority to enter into these Terms on behalf of the Client entity you represent, and that the individual accepting these Terms has been duly authorized to bind that entity.

1.7. Amendments. We reserve the right to modify these Terms at any time in our sole discretion. We will provide notice of material changes by updating the "Last Updated" date at the top of this document and, where your contact details are known to us, by sending notice to your registered email address at least thirty (30) days prior to the effective date of such changes. Your continued use of the Services following the effective date of revised Terms constitutes your acceptance of the changes. If you do not agree to the amended Terms, you must cease using the Services and notify us in writing of your objection within the notice period, in which case the Terms in effect immediately prior to the amendment shall continue to govern your use until termination in accordance with Section 13.

2. DEFINITIONS

2.1. In these Terms, the following definitions apply:

"Applicable Laws" means all laws, statutes, regulations, directives, codes of practice, regulatory guidance, licensing conditions, and other legal requirements applicable to the provision or use of the Services, including but not limited to those relating to online gambling, gaming licenses, data protection, consumer protection, anti-money laundering, responsible gambling, advertising standards, and tax obligations, in each relevant jurisdiction.

"Business Day" means any day other than a Saturday, Sunday, or public holiday in the Republic of Cyprus.

"Confidential Information" means all non-public information disclosed by one party to the other, whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to technical data, integration specifications, pricing information, business strategies, customer lists, and financial information.

"Content" means all casino games, gaming software, game engines, random number generators, graphical assets, audio files, video content, game rules, pay tables, mathematical models, and any other digital products or materials provided by the Company to the Client under these Terms.

"Documentation" means all technical specifications, integration guides, API documentation, user manuals, release notes, and other written materials provided by the Company relating to the Services.

"End User" or "Player" means an individual end-user customer who accesses or uses the Content through a gaming platform operated by the Client or a third party to whom the Client distributes the Content.

"Intellectual Property Rights" means all intellectual property rights worldwide, including patents, copyrights, database rights, design rights, trademarks, service marks, trade names, trade secrets, know-how, and any other proprietary rights, whether registered or unregistered, and including all applications for and renewals or extensions of such rights.

"Personal Data" has the meaning given to it in the General Data Protection Regulation (EU) 2016/679 and includes any information relating to an identified or identifiable natural person.

"Provider" means a third-party game developer, software supplier, or content creator whose Content is made available through the Company's Services.

"Territory" means the specific geographic jurisdictions in which the Client is authorized to use or distribute the Services, as set forth in any applicable Specific Agreement or order form, or as otherwise agreed in writing between the parties.

3. DESCRIPTION OF SERVICES

3.1. Content Distribution Services. The Company provides access to and distribution of a portfolio of iGaming Content sourced from multiple third-party Providers. The Content is made available to the Client for integration, distribution, or resale in accordance with these Terms, any applicable Specific Agreement, and all Applicable Laws.

3.2. Specific Services. The Services include:

(a) Access to a comprehensive portfolio of casino games, including but not limited to slot games, table games, live dealer games, and other gaming Content, as made available by the Company from time to time;

(b) Technical integration services, including access to application programming interfaces, integration toolkits, and technical support to enable the incorporation of Content into the Client's gaming platform or distribution network;

(c) Device-specific optimization and customization services to ensure Content functions properly across desktop, mobile, and tablet devices;

(d) Marketing support services, including the provision of promotional materials, game assets, marketing guidelines, and strategic consultation to assist the Client in promoting the Content;

(e) Compliance support services, including assistance with game certifications, regulatory reporting, and ensuring Content meets applicable technical standards and regulatory requirements in the Territory;

(f) Ongoing technical support, maintenance, updates, and enhancements to the Content and integration infrastructure; and

(g) Such other services as may be agreed between the parties in writing from time to time.

3.3. Service Modifications. The Company reserves the right to modify, suspend, or discontinue any aspect of the Services, or to add, remove, or change specific Content within the portfolio, at any time and for any reason, provided that such changes shall not materially diminish the overall scope and quality of Services provided. The Company shall provide the Client with reasonable advance notice of any material changes that may adversely affect the Client's use of the Services. If any such change materially impairs the functionality or value of the Services, the Client may terminate the affected Services upon written notice to the Company in accordance with Section 13.

3.4. Third-Party Dependencies. The Client acknowledges that certain Services and Content are provided by third-party Providers with whom the Company has contractual relationships. The availability of specific Content is subject to the continuation of those third-party relationships. The Company shall use commercially reasonable efforts to maintain continuity of Content availability but shall not be liable for any discontinuation of Content resulting from termination or modification of third-party Provider agreements, provided that the Company shall promptly notify the Client of any such discontinuation and, where commercially reasonable, offer alternative Content of similar quality and functionality.

4. SERVICE LEVEL COMMITMENTS

4.1. Availability. The Company shall use commercially reasonable efforts to ensure that the Content, integration infrastructure, and API services are available at least ninety-nine point five percent (99.5%) during each calendar month (the "Availability Target"), excluding scheduled maintenance windows and Force Majeure Events as defined in Section 19.

4.2. Scheduled Maintenance. The Company may perform scheduled maintenance on the Services from time to time. The Company shall provide the Client with at least forty-eight (48) hours advance written notice of any scheduled maintenance expected to result in service unavailability, and shall use reasonable efforts to conduct such maintenance during periods of lowest anticipated usage and to minimize service disruption.

4.3. Integration Support. The Company shall provide the Client with comprehensive technical Documentation and integration support to facilitate proper implementation of the Content. The Company shall make qualified technical personnel available during Business Days to assist with integration questions and technical issues.

4.4. Incident Response. The Company shall respond to and acknowledge critical incidents affecting Content availability, core game functionality, or payment processing within four (4) hours of notification by the Client. The Company shall respond to non-critical technical issues within twenty-four (24) hours during Business Days. "Critical incident" means any event that renders Content completely unavailable, causes systematic payment processing failures, or creates a material regulatory compliance risk.

4.5. Updates and Patches. The Company shall deploy game updates, bug fixes, security patches, and functionality improvements to the Content in a manner designed to minimize service disruption. Where reasonably possible, the Company shall provide at least forty-eight (48) hours advance notice of deployments that may affect Content availability or functionality. Emergency security patches may be deployed without advance notice where necessary to address critical vulnerabilities.

4.6. Service Credits. If the Company fails to meet the Availability Target during any calendar month, and such failure is not attributable to scheduled maintenance, Force Majeure Events, or any act or omission of the Client, the Client shall be entitled to receive a service credit calculated as follows: for Availability between 99.0% and 99.5%, a credit equal to five percent (5%) of the monthly fees paid for the affected Services; for Availability between 95.0% and 99.0%, a credit equal to ten percent (10%) of such fees; for Availability below 95.0%, a credit equal to twenty-five percent (25%) of such fees. Service credits represent the Client's sole and exclusive remedy for failure to meet service level commitments and shall be credited against future invoices or, if no further invoices are outstanding, paid within thirty (30) days. To receive a service credit, the Client must submit a written claim with supporting documentation within thirty (30) days following the end of the month in which the service level failure occurred.

4.7. Performance Monitoring. The Company shall maintain systems to monitor Service performance and availability. Upon reasonable request, the Company shall provide the Client with monthly reports documenting Service availability and performance against the commitments set forth in this Section 4.

5. CLIENT REPRESENTATIONS AND OBLIGATIONS

5.1. Legal Capacity. The Client represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation, and has full corporate power and authority to enter into these Terms and to perform its obligations hereunder.

5.2. Compliance with Laws. The Client shall use the Services and distribute the Content in compliance with all Applicable Laws in the Territory, including but not limited to laws and regulations relating to online gambling, consumer protection, anti-money laundering, counter-terrorist financing, responsible gambling, advertising and marketing, data protection, and tax obligations.

5.3. Licensing and Authorization (where applicable). If the Client operates an online gaming platform or otherwise distributes Content directly to End Users, the Client represents and warrants that it holds all necessary licenses, permits, registrations, and authorizations required under Applicable Laws to operate such platform and to offer the Content to End Users in the Territory. The Client shall maintain such licenses in full force and effect throughout the term of these Terms and shall immediately notify the Company of any suspension, revocation, or material modification of any such license.

5.4. Prohibited Jurisdictions. The Client shall not offer, make available, or distribute the Content to End Users or downstream customers located in jurisdictions where online gambling is prohibited or where the Company has notified the Client that Content may not be distributed. Where the Client operates a gaming platform, the Client shall implement and maintain effective geo-blocking and IP address filtering technologies to prevent access from prohibited jurisdictions.

5.5. Platform Security. The Client shall implement and maintain industry-standard security measures to protect the integrity of the Content, prevent unauthorized access, detect and prevent fraudulent activity, and protect Personal Data. The Client shall promptly notify the Company of any security breach, hack, or unauthorized access to the Content or integration infrastructure.

5.6. Fair and Honest Dealing. The Client shall market and present the Content in a fair, honest, and transparent manner. The Client shall not misrepresent the features, odds, or characteristics of any Content, shall accurately display game rules and pay tables as provided by the Company, and shall not interfere with or modify the random number generation or mathematical models of any Content.

5.7. Age Verification and Player Protection (where applicable). If the Client operates an online gaming platform and provides Content directly to End Users, the Client shall implement and maintain robust age verification systems to ensure that all End Users are of legal gambling age in the applicable jurisdiction. The Client shall implement responsible gambling tools and controls, including but not limited to deposit limits, time limits, self-exclusion mechanisms, and reality checks, in accordance with Applicable Laws and industry best practices.

5.8. Reporting Obligations. The Client shall provide the Company with such reports, data, and information regarding use of the Content as may be reasonably requested by the Company from time to time, including for purposes of regulatory compliance, Provider reporting obligations, royalty calculations, or performance monitoring, provided that such reporting obligations do not require disclosure of the Client's confidential business information beyond what is reasonably necessary for the specified purpose.

5.9. Cooperation with Audits. The Client shall reasonably cooperate with any audits or inspections conducted by the Company, its Providers, or relevant regulatory authorities to verify compliance with these Terms and Applicable Laws. The Company shall provide reasonable advance notice of any such audit and shall conduct audits in a manner designed to minimize disruption to the Client's business operations.

5.10. Downstream Distribution. If the Client distributes or resells the Content to third parties, the Client shall ensure that all such third parties are bound by written agreements containing terms and conditions that protect the Company's and its Providers' Intellectual Property Rights and other interests to a standard no less protective than these Terms. The Client shall remain fully liable to the Company for any breach of these Terms by such third parties.

6. FEES AND PAYMENT TERMS

6.1. Fees. The Client shall pay the Company the fees set forth in the applicable Specific Agreement, order form, or pricing schedule provided by the Company and accepted by the Client (the "Fees"). Unless otherwise specified in a Specific Agreement, Fees shall be calculated based on a revenue share model, integration fees, licensing fees, or such other calculation methodology as may be agreed in writing between the parties.

6.2. Invoicing. The Company shall issue invoices to the Client on a monthly basis in arrears, or according to such other schedule as may be agreed in a Specific Agreement. Each invoice shall set forth in reasonable detail the calculation of Fees for the applicable period.

6.3. Payment Terms. Unless otherwise agreed in writing, all invoices are due and payable within thirty (30) days of the invoice date. Payment shall be made in Euros (EUR) or such other currency as may be agreed between the parties, by bank transfer to the account specified on the invoice.

6.4. Late Payment. Any amounts not paid when due shall accrue interest at a rate of one point five percent (1.5%) per month or the maximum rate permitted by law, whichever is lower, calculated from the due date until payment is received in full. In addition to interest, the Client shall reimburse the Company for all reasonable costs and expenses (including legal fees) incurred in collecting overdue amounts.

6.5. Taxes. All Fees are exclusive of any value-added tax, goods and services tax, sales tax, withholding tax, or other taxes, duties, or similar governmental charges (collectively, "Taxes"). The Client shall be responsible for payment of all Taxes associated with the Fees, except for taxes based on the Company's net income. If the Client is required by law to withhold any taxes from payments to the Company, the Client shall increase the payment amount such that the Company receives the full invoiced amount after deduction of all required withholding taxes, and the Client shall provide the Company with official tax receipts or certificates evidencing such withholding.

6.6. Disputed Invoices. If the Client disputes any invoice in good faith, the Client shall notify the Company in writing within ten (10) days of receipt of the invoice, specifying in reasonable detail the basis for the dispute. The Client shall pay all undisputed amounts when due, and the parties shall work together in good faith to resolve the dispute promptly. If the dispute is not resolved within thirty (30) days, either party may invoke the dispute resolution procedures.

6.7. Records and Audit Rights. Each party shall maintain complete and accurate records supporting the calculation of Fees for a period of at least three (3) years following the end of each calendar year. Upon reasonable advance written notice, the Company may engage an independent auditor to inspect the Client's records to verify the accuracy of Fee calculations, provided that such audits shall not occur more than once per calendar year unless a previous audit revealed a material discrepancy. If any audit reveals that the Client has underpaid Fees by more than five percent (5%) for any period, the Client shall reimburse the Company for the reasonable costs of the audit in addition to paying the underpaid Fees with interest.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. Company and Provider Ownership. The Client acknowledges and agrees that the Company and its Providers own or hold valid licenses to all Intellectual Property Rights in and to the Content, Services, Documentation, Website, integration infrastructure, APIs, software, source code, object code, algorithms, graphical assets, trademarks, logos, and all other materials provided by the Company under these Terms (collectively, the "Company IP"). Except for the limited license expressly granted in Section 7.2, no rights, title, or interest in or to the Company IP are transferred to the Client, and all rights not expressly granted are reserved by the Company and its Providers.

7.2. License Grant to Client. Subject to the Client's compliance with these Terms and payment of all applicable Fees, the Company grants to the Client a non-exclusive, non-transferable, revocable license during the Term to: (a) access and use the Services; (b) integrate the Content into the Client's gaming platform or distribution network; (c) reproduce, display, and perform the Content as integrated into the Client's platform or as otherwise necessary for distribution to authorized third parties; (d) make the Content available to End Users or authorized downstream customers in the Territory in accordance with these Terms and Applicable Laws; and (e) use the Documentation solely to support the Client's permitted use of the Services. This license is granted solely for the Client's internal business purposes and is subject to any additional restrictions set forth in any Specific Agreement or Provider terms.

7.3. Sublicensing Rights. The license granted in Section 7.2 includes the right for the Client to grant sublicenses to: (a) End Users, solely to the extent necessary to enable End Users to access and use the Content for personal, non-commercial entertainment purposes; and (b) authorized downstream distributors or customers as expressly permitted in any Specific Agreement, provided that all such sublicensees are bound by terms of use or agreements that protect the Intellectual Property Rights of the Company and its Providers to a standard no less protective than these Terms.

7.4. License Restrictions. The Client shall not, and shall ensure that its sublicensees do not: (a) modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Content or any component thereof, except to the extent expressly permitted by mandatory applicable law; (b) remove, alter, or obscure any proprietary notices, labels, or marks on or in the Content; (c) use the Content in any manner not expressly authorized by these Terms; (d) rent, lease, lend, sell, redistribute, or sublicense the Content except as expressly permitted in Section 7.3; (e) use the Content to develop competing products or services; (f) interfere with or circumvent any security features or technological protection measures in the Content; or (g) access or use the Content in any manner that violates Applicable Laws or infringes third-party rights.

7.5. Client Intellectual Property. As between the parties, the Client retains all rights, title, and interest in and to its gaming platform, distribution network, brand, trademarks, customer data (subject to Section 9), and other proprietary materials and intellectual property existing independently of the Services (collectively, "Client IP"). The Client grants to the Company a limited, non-exclusive, royalty-free license during the Term to use the Client's name, logo, and trademarks solely for purposes of identifying the Client as a customer in the Company's marketing materials, case studies, and customer lists, provided that the Company shall obtain the Client's prior written approval for any specific use that extends beyond a simple listing of the Client as a customer.

7.6. Feedback. If the Client provides any suggestions, enhancement requests, recommendations, or other feedback to the Company regarding the Services (collectively, "Feedback"), the Company shall be free to use, disclose, reproduce, license, and otherwise distribute and exploit such Feedback as it sees fit, without obligation or restriction of any kind. The Client hereby assigns to the Company all rights, title, and interest in and to any Feedback.

7.7. Third-Party Provider Terms. Certain Content may be subject to additional terms and conditions imposed by third-party Providers. Where applicable, the Company shall notify the Client of any such additional terms, and the Client's use of such Content shall be subject to compliance with those terms in addition to these Terms.

7.8. Copyright Notices. The Client shall ensure that appropriate copyright notices and attributions for the Company and its Providers are displayed in connection with the Content as reasonably requested by the Company.

8. REGULATORY COMPLIANCE

8.1. Company Compliance Representations. The Company represents and warrants that: (a) it has obtained all necessary rights and licenses to distribute the Content to the Client; (b) the Content has been sourced from reputable Providers; and (c) to the Company's knowledge, the Content complies with generally accepted technical and fairness standards for online casino games. The Company does not represent or warrant that the Content is certified or approved for use in any specific jurisdiction, and the Client remains solely responsible for ensuring that its use and distribution of the Content complies with all licensing and regulatory requirements in the Territory.

8.2. Content Certification. The Company shall use commercially reasonable efforts to provide the Client with available certifications, test reports, and compliance documentation for the Content, including random number generator (RNG) certifications, game mathematics verifications, and fair gaming certifications from recognized testing laboratories. The availability of such certifications may vary by Provider and jurisdiction.

8.3. Regulatory Cooperation. Each party shall reasonably cooperate with the other party and with relevant regulatory authorities in connection with any regulatory inquiry, investigation, audit, or proceeding relating to the Services or Content. Each party shall promptly notify the other of any communication from a regulatory authority that materially relates to the Services or may affect the other party's obligations under these Terms.

8.4. Regulatory Changes. If there is any change in Applicable Laws in the Territory that materially affects the provision or use of the Services, the affected party shall promptly notify the other party in writing. The parties shall cooperate in good faith to modify the Services or these Terms as necessary to achieve compliance with such changed laws. If compliance cannot be achieved through reasonable modifications, either party may terminate the affected Services in the affected jurisdiction upon thirty (30) days written notice without liability beyond payment for Services provided prior to the effective date of termination.

8.5. Responsible Gambling. The Company shall, where technically feasible within the Content itself, support the implementation of responsible gambling tools and features. The Client acknowledges that ultimate responsibility for providing responsible gambling tools to End Users rests with the Client or the gaming platform operator that provides services directly to End Users.

8.6. Anti-Money Laundering. Each party shall comply with all applicable anti-money laundering and counter-terrorist financing laws and regulations. Neither party shall knowingly engage in any transaction or relationship that facilitates money laundering or terrorist financing.

8.7. Advertising and Marketing Compliance. Any marketing or advertising of the Content by the Client shall comply with all Applicable Laws relating to gambling advertising, including restrictions on targeting minors, requirements for responsible gambling messaging, prohibitions on misleading advertising, and restrictions on marketing in certain jurisdictions or to certain populations.

9. DATA PROTECTION AND PRIVACY

9.1. Privacy Policy. The Company's privacy policy, which describes how the Company collects, uses, stores, and protects Personal Data, is available at https://kaloniro.com/privacy. The Client acknowledges that it has reviewed the privacy policy and agrees to comply with its terms where applicable to the Client's use of the Services.

9.2. Compliance with Data Protection Laws. Each party shall comply with all applicable data protection and privacy laws, including the General Data Protection Regulation (EU) 2016/679 ("GDPR"), and any other data protection laws applicable in the Territory (collectively, "Data Protection Laws").

10. CONFIDENTIALITY

10.1. Confidential Information. Each party acknowledges that in connection with these Terms it may have access to Confidential Information of the other party. Each party agrees to: (a) hold all Confidential Information of the other party in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted by these Terms; (c) not use Confidential Information except as necessary to exercise its rights or perform its obligations under these Terms; and (d) protect Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care.

10.2. Permitted Disclosures. A party may disclose Confidential Information of the other party: (a) to its employees, officers, directors, advisors, auditors, and legal counsel who have a need to know such information and who are bound by confidentiality obligations no less protective than those contained in these Terms; (b) to its Affiliates, subcontractors, and service providers to the extent necessary to provide or use the Services, provided that such parties are bound by written confidentiality obligations no less protective than these Terms and the disclosing party remains liable for any breach of confidentiality by such parties; and (c) as required by law, court order, or regulatory authority, provided that the disclosing party provides the other party with prompt written notice of such requirement (to the extent legally permitted) and reasonably cooperates with the other party's efforts to seek a protective order or otherwise limit the disclosure.

10.3. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms by the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure by the disclosing party, as evidenced by the receiving party's written records; (c) is rightfully received by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without reference to or use of the disclosing party's Confidential Information, as evidenced by written records.

10.4. Return of Confidential Information. Upon termination of these Terms or upon request by the disclosing party, the receiving party shall promptly return or, at the disclosing party's election, destroy all Confidential Information of the disclosing party in its possession or control, including all copies, notes, and derivatives thereof, and shall certify such return or destruction in writing. Notwithstanding the foregoing, the receiving party may retain Confidential Information to the extent required by Applicable Laws or professional document retention policies, provided that such retained information remains subject to the confidentiality obligations of this Section 10.

10.5. Equitable Relief. Each party acknowledges that a breach of this Section 10 may cause irreparable harm to the other party for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, a party shall be entitled to seek injunctive relief to enforce the provisions of this Section 10 without the requirement of posting a bond.

11. MUTUAL REPRESENTATIONS AND WARRANTIES

11.1. Mutual Warranties. Each party represents and warrants to the other that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to enter into these Terms and to perform its obligations hereunder; (c) the execution, delivery, and performance of these Terms have been duly authorized and do not conflict with any law, regulation, court order, or contractual obligation binding on such party; (d) these Terms constitute a legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms; and (e) it shall comply with all Applicable Laws in performing its obligations under these Terms.

11.2. Company Warranties. The Company represents and warrants that: (a) it has the necessary rights and licenses to provide the Services and Content to the Client as contemplated by these Terms; (b) to its knowledge, the Content does not infringe or misappropriate the Intellectual Property Rights of any third party; (c) the Content shall be provided in a professional and workmanlike manner in accordance with industry standards; (d) the Content shall substantially conform to the functionality described in the Documentation; and (e) the Company shall not knowingly introduce any viruses, malware, or other malicious code into the Content or Services.

11.3. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11, THE SERVICES AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. THE COMPANY DOES NOT WARRANT THAT THE CONTENT IS CERTIFIED, APPROVED, OR COMPLIANT WITH THE LAWS OF ANY PARTICULAR JURISDICTION, AND THE CLIENT IS SOLELY RESPONSIBLE FOR ENSURING REGULATORY COMPLIANCE IN THE TERRITORY.

12. MUTUAL INDEMNIFICATION

12.1. Client Indemnification of Company. The Client shall defend, indemnify, and hold harmless the Company and its Affiliates, and their respective officers, directors, employees, agents, and representatives (the "Company Indemnitees") from and against any and all third-party claims, actions, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") arising out of or relating to: (a) the Client's breach of these Terms; (b) the Client's violation of any Applicable Laws; (c) the Client's violation of any third-party rights, including Intellectual Property Rights, privacy rights, or contractual rights; (d) the Client's distribution or use of the Content, including any claims by End Users or downstream customers (except to the extent directly caused by a malfunction in the Content attributable to the Company); (e) the Client's breach of its representations and warranties in Section 5; or (f) any negligent acts or omissions or willful misconduct of the Client or its personnel.

12.2. Company Indemnification of Client. The Company shall defend, indemnify, and hold harmless the Client and its Affiliates, and their respective officers, directors, employees, agents, and representatives (the "Client Indemnitees") from and against any and all Losses arising out of or relating to: (a) any third-party claim that the Content or Services, when used in accordance with these Terms, infringes or misappropriates the Intellectual Property Rights of such third party; (b) the Company's breach of these Terms; (c) the Company's violation of any Applicable Laws; (d) the Company's breach of its representations and warranties in Sections 8.1 or 11.2; or (e) any negligent acts or omissions or willful misconduct of the Company or its personnel.

12.3. Indemnification Procedures. A party seeking indemnification under this Section 12 (the "Indemnified Party") shall: (a) provide the indemnifying party with prompt written notice of the claim, provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such failure; (b) grant the indemnifying party sole control of the defense and settlement of the claim, provided that the indemnifying party shall not settle any claim in a manner that admits fault on behalf of the Indemnified Party or imposes obligations on the Indemnified Party without the Indemnified Party's prior written consent; and (c) provide reasonable cooperation and assistance to the indemnifying party in the defense of the claim, at the indemnifying party's expense.

12.4. Infringement Remedies. If the Content or Services become, or in the Company's opinion are likely to become, the subject of an Intellectual Property Rights infringement claim, the Company may, at its option and expense: (a) procure for the Client the right to continue using the Content or Services; (b) replace or modify the Content or Services to make them non-infringing while providing substantially equivalent functionality; or (c) if options (a) and (b) are not commercially reasonable, terminate the affected Services and refund to the Client any prepaid Fees for such Services covering the period after termination. The foregoing remedies, together with the Company's indemnification obligation in Section 12.2(a), constitute the Company's sole and exclusive liability, and the Client's sole and exclusive remedy, for Intellectual Property Rights infringement claims.

13. TERM AND TERMINATION

13.1. Initial Term and Renewal. These Terms shall commence on the date of acceptance by the Client and shall continue for an initial period of twelve (12) months (the "Initial Term"), unless earlier terminated in accordance with this Section 13. Following the Initial Term, these Terms shall automatically renew for successive periods of twelve (12) months (each, a "Renewal Term"), unless either party provides written notice of non-renewal to the other party at least ninety (90) days prior to the expiration of the then-current term. The Initial Term and any Renewal Terms are collectively referred to as the "Term."

13.2. Termination for Convenience. Either party may terminate these Terms for convenience upon ninety (90) days prior written notice to the other party, provided that if the Client has prepaid Fees for any period extending beyond the effective date of termination, the Company shall refund the pro-rated portion of such prepaid Fees covering the period after the termination effective date.

13.3. Termination for Cause. Either party may terminate these Terms immediately upon written notice to the other party if: (a) the other party commits a material breach of these Terms and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach; or (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy or for reorganization, or has a receiver appointed for its business or assets.

13.4. Immediate Termination Events. The Company may immediately terminate these Terms or suspend the Services upon written notice to the Client if: (a) where applicable, the Client's gambling license is suspended, revoked, or not renewed; (b) the Client uses the Services in a manner that creates material legal or regulatory risk for the Company or its Providers; (c) the Client fails to pay undisputed Fees within fifteen (15) days of receiving written notice of payment default; or (d) the Company is required to cease providing the Services by any regulatory authority or court order.

13.5. Effect of Termination. Upon termination or expiration of these Terms: (a) all rights and licenses granted to the Client under these Terms shall immediately terminate; (b) the Client shall immediately cease all use of the Services and Content and shall cease making the Content available to End Users or downstream customers; (c) the Client shall disconnect all integrations with the Company's APIs and systems; (d) each party shall return or destroy all Confidential Information of the other party in accordance with Section 10.4; (e) the Company shall provide the Client with a final invoice for all Fees accrued through the effective date of termination; and (f) the Client shall pay all outstanding Fees within thirty (30) days of the termination effective date.

13.6. Post-Termination Wind-Down. Notwithstanding Section 13.5, if termination occurs while End Users have active gameplay sessions or outstanding balances attributable to the Content, the parties shall cooperate in good faith to ensure proper completion of such sessions and settlement of balances in accordance with Applicable Laws. The Client's limited right to use the Content for such purposes shall continue only for the minimum period necessary to fulfill these obligations, not to exceed thirty (30) days from the termination effective date unless a longer period is required by Applicable Laws.

14. LIMITATION OF LIABILITY

14.1. Liability Cap. EXCEPT FOR EXCLUDED CLAIMS AS DEFINED IN SECTION 14.2, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. IF NO FEES HAVE BEEN PAID DURING SUCH PERIOD, THE LIABILITY CAP SHALL BE TEN THOUSAND EUROS (EUR 10,000).

14.2. Excluded Claims. The liability cap in Section 14.1 shall not apply to: (a) either party's indemnification obligations under Section 12; (b) either party's breach of Section 10 (Confidentiality); (c) the Client's breach of Section 7.4 (License Restrictions) or unauthorized use of Intellectual Property Rights; (d) either party's gross negligence, fraud, or willful misconduct; (e) either party's violation of Applicable Laws that results in fines or penalties imposed on the other party; (f) claims for personal injury or death caused by a party's negligence; or (g) any other liability that cannot be limited or excluded under Applicable Laws.

14.3. Exclusion of Consequential Damages. EXCEPT FOR EXCLUDED CLAIMS AS DEFINED IN SECTION 14.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.4. Basis of the Bargain. Each party acknowledges that the limitations of liability set forth in this Section 14 are a fundamental basis of the bargain between the parties and that the Fees have been set in reliance upon these limitations. The parties further acknowledge that the limitations in this Section 14 shall apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

14.5. Allocation of Risk. The parties acknowledge that the operation of iGaming businesses and the provision of gaming content involve inherent technical, regulatory, and business risks. The limitations and exclusions of liability in this Section 14 reflect a reasonable and agreed allocation of such risks between sophisticated commercial parties.

15. ASSIGNMENT AND SUBCONTRACTING

15.1. Assignment. Neither party may assign these Terms or any rights or obligations hereunder, in whole or in part, whether voluntarily or by operation of law, including by merger, consolidation, sale of assets, or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign these Terms without consent to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of these Terms. Any attempted assignment in violation of this Section 16.1 shall be null and void. These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

15.2. Subcontracting. The Company may engage subcontractors and third-party service providers to assist in performing its obligations under these Terms, provided that: (a) the Company remains fully liable for the performance of all obligations under these Terms; (b) any subcontractors are bound by written confidentiality and data protection obligations no less protective than those set forth in these Terms; and (c) the Company shall be liable for any acts or omissions of its subcontractors as if they were the Company's own acts or omissions.

16. RELATIONSHIP OF PARTIES

16.1. Independent Contractors. The parties are independent contractors, and these Terms shall not be construed to create a partnership, joint venture, agency, employment, or franchise relationship between the parties. Neither party has the authority to bind the other party or to incur any obligation on behalf of the other party without the other party's prior written consent.

17. FORCE MAJEURE

17.1. Excused Performance. Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent such failure or delay is caused by events beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, epidemics, pandemics, war, terrorism, civil unrest, labor disputes, government actions or restrictions, failure of third-party telecommunications or hosting providers, power failures, or denial-of-service attacks (each, a "Force Majeure Event"). The affected party shall promptly notify the other party of the Force Majeure Event and shall use commercially reasonable efforts to minimize the impact and resume performance as soon as reasonably practicable.

17.2. Termination for Extended Force Majeure. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate these Terms upon written notice to the other party without liability, except for obligations that accrued prior to the termination effective date.

18. GOVERNING LAW

18.1. Choice of Law. These Terms and any dispute arising out of or in connection with these Terms, including any disputes regarding their existence, validity, interpretation, performance, or termination, shall be governed by and construed in accordance with the substantive laws of the Republic of Cyprus, without regard to its conflict of laws principles.

19. CONTACT INFORMATION

19.1. All questions, comments, requests, and other communications regarding these Terms should be directed to:

KALONIRO INVESTMENTS LTD Email: info@kaloniro.com Website: http://kaloniro.com