End User License Agreement  

THIS END-USER LICENSE AGREEMENT (“LICENSE”) IS A LEGAL AND BINDING AGREEMENT BETWEEN  YOU AND THE ORGANIZATION YOU REPRESENT (“LICENSEE” OR “YOU”) AND WORLDS, ENTERPRISES, INC. (“WORLDS”).  USE OF THE WORLDS ENTERPRISE PLATFORM (AS MORE PARTICULARLY DEFINED BELOW, THE “WORLDS ENTERPRISE PLATFORM”) IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS LICENSE. BY ACCESSING THE PLATFORM YOU AGREE TO THE TERMS OF THIS LICENSE. 

YOU REPRESENT AND WARRANT THAT (A) YOU ARE AUTHORIZED TO ENTER THIS LICENSE FOR YOURSELF AND FOR AND ON BEHALF OF YOUR ORGANIZATION, AND ARE DOING SO, (B) YOU AND YOUR ORGANIZATION CAN LEGALLY ENTER INTO THIS LICENSE AND SATISFY ALL OF THEIR REQUIREMENTS AND (C) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU AND THE ORGANIZATION SHALL BE BOUND BY THESE TERMS AND CONDITIONS AND ALL MODIFICATIONS AND ADDITIONS PROVIDED FOR.   

Worlds reserves the right to update or modify this License at any time, with or without notice. Your continued use of the Worlds Enterprise Platform after any such changes constitutes your acceptance of the new End User License Agreement. By accessing or using the Worlds Enterprise Platform, or by receiving or benefiting from its use, Licensee agrees to be bound by this License.  

IF YOU HAVE ANY QUESTIONS ABOUT THIS LICENSE, PLEASE CONTACT US AT: 

  Worlds Enterprises, Inc. 

PO Box 115 

Colleyville, TX 76034 

Attn:  Legal 

This License shall be effective upon the earliest of: Licensee’s (i) first access to or use of the Worlds Enterprise Platform, (ii) receipt or benefit from its use, or (iii) the date of an executed order referencing this License. (the “Effective Date”).  In consideration of the covenants and agreements contained herein, and other valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereby agree as follows:  

1.  Definitions. 

a.  “App” means collectively, (i) the Worlds application used to access and use the Worlds Platform, (ii) any Open Source Software included within the app and (iii) any updates and upgrades provided from time to time by Worlds. 

b. “Contract” means the written  and mutually executed agreement defining the sale and use of the Worlds Enterprise Platform between Worlds and Licensee.  

c. “Documentation” means the documentation provided from time to time by Worlds in connection with the Worlds Enterprise Platform.    

d.  “Licensee Data” means the information, files and data inputted by Licensee or generated by Licensee’s use of the Worlds Enterprise Platform.  

e. “Open Source Software” means any software or software component, module or package that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software or similar licensing or distribution models.  

f.  “Worlds Enterprise Platform” means, collectively, (i) the Worlds Software, (ii) any Open Source Software included within the Worlds Software and (iii) any updates and upgrades provided from time to time by Worlds. 

g.  “Worlds Software” means the software and other intellectual property developed or created by or on behalf of Worlds (other than any Open Source Software) and the Documentation, for which the Licensee has acquired the right to access and use under this License, including any updates and upgrades provided from time to time by Worlds, as modified from time to time. 

2.  Scope.  This License is a legal agreement between Worlds and Licensee, as a single entity, that has obtained the right to access and use the Worlds Enterprise Platform, the App and the Documentation from Worlds, subject to, and in accordance with, the terms and conditions of this License.   

3.  License Grant.   

a.  License. Subject to the terms of this License and an executed contract between the parties, Worlds grants to Licensee a limited, non-exclusive, non-transferable and non-sublicensable license to (i) access the Worlds Enterprise Platform onto one (1) or more collaboration servers, (ii) access the App on one (1) or more computers, laptops or other similar devices  and (iii) access and use the Worlds Enterprise Platform through the App.  Worlds reserves all other rights and licenses in and to the Worlds Enterprise Platform not expressly granted to Licensee under this License. 

b.   Proprietary Rights Protection.   

(i) The Worlds Enterprise Platform, the App, documentation and the associated copyrights and other intellectual property rights are protected by law and international treaties. This License confers no ownership rights to Licensee and is not a sale of any rights in the Worlds Enterprise Platform or the App or the media on which the Worlds Enterprise Platform or the App may be recorded or printed.  Licensee does not acquire any rights, express or implied, in the Worlds Enterprise Platform or the App, other than those rights specified in this License. Worlds shall own and retain ownership of all right, title, and interest in and to (i) the Worlds Enterprise Platform, the App and any copies, modifications, enhancements, and derivative works thereof; and (ii) all intellectual property rights (including any patents, copyrights and trademarks) embodied within the foregoing subparagraph (i).   

(ii) If you choose to provide input, suggestions, comments, feedback, improvement requests or other recommendations regarding the Worlds Enterprise Platform, the App or any of Worlds other services or software (collectively, “Feedback”), then you hereby grant to Worlds an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty-free right to use or otherwise exploit the Feedback without compensation in any manner and for any purpose without restriction.  

(iii) Worlds acknowledges that, as between Worlds and Licensee, Licensee owns all right, title, and interest, including all intellectual property rights, in and to the Licensee Data. Notwithstanding the foregoing, Licensee agrees that the Worlds Enterprise  Platform may occasionally collect, store, and send aggregated and anonymized system and usage data (e.g., which buttons were pressed, etc.) (collectively, the “Usage Data”) to Worlds solely for the purpose of improving the Worlds Enterprise  Platform. The Usage Data does not, and will, not contain any Licensee Data.  

c.   Restrictions. Licensee shall not: 

1. copy, modify, adapt, translate, create improvements or merge copies of the Worlds Enterprise Platform or the App except as specifically provided in this License; 

2. translate, reverse engineer, de-compile or disassemble the Worlds Enterprise Platform or the App, except to the extent that applicable law explicitly prohibits this contractual restriction; 

3. alter in any way any configuration file; 

4. attempt in any way to access Worlds’ binaries after this License has terminated or otherwise in violation of the terms and conditions of this License or applicable law; 

5. defeat, circumvent or disable any copy protection mechanism or mechanism in the Worlds Enterprise Platform or the App used to limit license duration or access to non-licensed functionality or capacity; 

6. install, use, access, display and run the Worlds Enterprise Platform or the App except in the manner in which it has been licensed as indicated herein, including but not limited to any restrictions on the number of deployments, number of authorized copies or instances, number of users, bandwidth, non-production use, database or location restrictions; 

7. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Worlds Enterprise Platform or the App to any third party, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service; 

8. delete or in any manner alter the copyright, trademark, and other proprietary rights notices of Worlds appearing on any Worlds Enterprise Platform, the App or any other Worlds software or products;   

9. access or use the Worlds Enterprise Platform or the App in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property rights or other rights of any third party, or that violates any applicable law; or 

10. access or use any Open Source Software as standalone software except as otherwise provided in accordance with an applicable third-party license. 

d.  Audit Rights. During the term of this License and for three (3) years thereafter (or for so long as required by law), Licensee shall keep commercially reasonable records relating to its use of the Worlds Enterprise Platform and its compliance with the License. During the term of this License and for three (3) years thereafter, Worlds reserves the right (i) to audit Licensee’s use of the Worlds Enterprise Platform and the App or authorize others to conduct such an audit on its behalf upon reasonable notice and during normal business hours and (ii) to disable any application or functionality that has not been specifically licensed, in addition to any other rights and remedies available to Worlds. Worlds may not audit Licensee’s records more than often once every twelve (12) months unless the previous audit revealed that Licensee was not in breach of the License. 

e.         Privacy and Data Protection. 

1. Privacy Policy. Worlds collection and use of personal data in connection with the Worlds Enterprise Platform is governed by Worlds Privacy Policy, available at www.worlds.io/privacy (as updated from time to time), which is incorporated into this License by reference. 

2. Licensee Data. Worlds will process Licensee Data solely as necessary to provide the Worlds Enterprise Platform and as described in this License and the Privacy Policy. Worlds will not sell, rent, or share Licensee Data with third parties for their own marketing or commercial purposes. 

3. Security. Worlds will maintain reasonable administrative, technical, and physical safeguards designed to protect Licensee Data against unauthorized access, disclosure, alteration, or destruction, consistent with industry-standard practices. 

4. Data Breach Notification. In the event of a confirmed breach of security affecting Licensee Data, Worlds will notify Licensee without undue delay and in any event within seventy-two (72) hours of becoming aware of the breach, to the extent permitted by applicable law. 

5. Regulatory Compliance. Each party shall be responsible for its own compliance with applicable data protection and privacy laws, including without limitation the California Consumer Privacy Act (CCPA) and, where applicable, the EU General Data Protection Regulation (GDPR). To the extent Worlds processes personal data on behalf of Licensee as a "service provider" or "processor" under applicable law, the parties agree to execute any additional data processing agreements required by law upon request. 

6. Retention and Deletion. Upon termination of this License, Worlds will, at Licensee's election, delete or return Licensee Data within thirty (30) days, except as required to be retained by applicable law. 

4.   Open Source Software. 

Licensee hereby acknowledges that the Worlds Enterprise Platform and the App may utilize or include Open Source Software that must be licensed under the specific license terms applicable to such Open Source Software.  To the extent that any such Open Source License requires that Worlds provide Licensee the rights to copy, modify, distribute or otherwise use any Open Source Software that are inconsistent with the limited rights granted to Licensee in this License, then such rights in the applicable Open Source License shall take precedence over the rights and restrictions granted in this License, but solely with respect to such Open Source Software. Licensee (i) acknowledges that any such Open Source License is solely between Licensee and the applicable third-party licensor of the Open Source Software and (ii) agrees to bound by, and shall comply with, the terms of any such applicable Open Source License. If Licensee does not agree to the terms and conditions of any Open Source Software License, Licensee shall not access and use the Worlds Enterprise Platform. 

Open Source Software is distributed WITHOUT ANY WARRANTY, WITHOUT EVEN THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  Where the terms of an Open Source License entitle Licensee to the source code of any such Open Source Software, such source code is available under the terms of the applicable Open Source License by contacting Worlds at the address above and identifying the specific Open Source Software for which Licensee wants the source code. 

5.  Payment Terms 

The Payment terms for customers will be in accordance with the resulting Contract. ALL FEES ARE NON-REFUNDABLE, NON-CANCELLABLE AND NON-CREDITABLE UNLESS OTHERWISE SPECIFICALLY PROVIDED IN THE APPLICABLE PURCHASE ORDER OR REQUIRED BY LAW. 

6.   Technical Support.   

Technical support includes assistance to you in connection with your use of the Worlds Enterprise Platform and the App, and updates to the Worlds Enterprise Platform  or the App to fix bugs, correct errors, or enhance functionality that Worlds releases on a generally available commercial basis to all customers of the Worlds Enterprise Platform (as modified from time to time, collectively “Technical Support”).   Technical Support is provided only pursuant to an executed Contract between the parties and is limited to correcting errors, bugs or other issues with the Worlds Enterprise Platform and the App and does not extend to any Open Source Software or technologies you use with the Worlds Enterprise Platform or the App, any issues arising from modifications to the Worlds Enterprise Platform or the App not made or authorized by Worlds, or the use of the Worlds Enterprise Platform other than as authorized by this License.    

Technical Support shall be provided via email at support@worlds.io between the hours of 8:00 am and 5:00 pm Central Time Monday to Friday, excluding all state and Federal holidays.  

7.  Notice to U.S. Government End Users. The Worlds Enterprise Platform, the App and Documentation qualify as commercial items as that term is defined at Federal Acquisition Regulation (FAR) (48 C.F.R.) 2.101, consisting of commercial computer software and commercial computer software documentation as such terms are used in FAR 12.212.  Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this End User License Agreement may be incorporated, Licensee may provide to Government end user or, if this License is direct, Government end user will acquire, the Worlds Enterprise Platform, the App and Documentation with only those rights set forth in this End User License Agreement. Use of the Worlds Enterprise Platform, the App or Documentation or all of them constitutes agreement by the Government that the Worlds Enterprise Platform and Documentation are commercial computer software and documentation and constitutes acceptance of the rights and restrictions herein.   

8.   DISCLAIMER OF WARRANTY.  EXCEPT AS SPECIFICALLY PROVIDED IN THIS LICENSE, THE WORLDS ENTERPRISE PLATFORM AND THE APP (INCLUDING ANY OPEN SOURCE SOFTWARE) AND THE RELATED SERVICES ARE PROVIDED “AS IS.” WORLDS DISCLAIMS ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESS, IMPLIED OR OTHERWISE, ARISING, WITH RESPECT TO THE WORLDS ENTERPRISE PLATFORM, THE APP, SPECIFICATIONS, OR DOCUMENTATION DELIVERED HEREUNDER, INCLUDING BUT NOT LIMITED TO WARRANTIES THAT THEY ARE FREE OF DEFECTS, VIRUS FREE, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, THE WARRANTY OF MERCHANTABILITY, WARRANTY OF NON-INFRINGEMENT OR TITLE AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.  WORLDS MAKES NO WARRANTY CONCERNING THE COMPLETENESS OR ACCURACY OF THE LICENSEE DATA OR INFORMATION OBTAINED OR DERIVED THROUGH THE USE OF THE WORLDS ENTERPRISE PLATFORM OR THE APP.  WORLDS DOES NOT WARRANT THAT THE FUNCTIONALITY OF THE WORLDS ENTERPRISE PLATFORM, THE APP OR THE RELATED SERVICES WILL MEET LICENSEE’S REQUIREMENTS OR THAT ERRORS WILL BE CORRECTED, NOR DOES WORLDS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WORLDS ENTERPRISE PLATFORM OR THE APP. WORLDS HAS NOT AUTHORIZED ANYONE TO MAKE ANY REPRESENTATIONS OR WARRANTIES OTHER THAN AS PROVIDED ABOVE OR TO OTHERWISE MODIFY THE TERMS OF THIS LICENSE.  THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE-STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE.  

9.   LIMITATION OF LIABILITY. THE COLLECTIVE AGGREGATE LIABILITY OF WORLDS IN CONNECTION WITH (A) THIS LICENSE, THE WORLDS ENTERPRISE PLATFORM, AND THE APP WILL BE LIMITED TO THE SUBSCRIPTION FEES PAID TO WORLDS TO ACCESS AND USE THE WORLDS ENTERPRISE PLATFORM DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM AND (B) THE PROFESSIONAL SERVICES WILL BE LIMITED TO THE FEES PAID TO WORLDS FOR THE RELATED PROFESSIONAL SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE CLAIM.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORLDS WILL NOT HAVE ANY OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY) OR OTHERWISE FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE APPLICABLE PURCHASE ORDER, THIS LICENSE, THE WORLDS ENTERPRISE PLATFORM OR THE APP OR OTHER GOODS OR SERVICES FURNISHED TO LICENSEE BY WORLDS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE LIMITATIONS CONTAINED IN THIS SECTION 9 WILL APPLY NOTWITHSTANDING ANY FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER ANY TERM OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN THOSE JURISDICTIONS, SUCH INAPPLICABILITY WILL NOT AFFECT THE REMAINDER OF THE PROVISIONS IN THIS SECTION. 

THE PARTIES UNDERSTAND AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 ARE A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES, AND, ABSENT SUCH ALLOCATION, WORLDS WOULD NOT BE ABLE TO PROVIDE ACCESS AND USE OF THE WORLDS ENTERPRISE PLATFORM ON THE TERMS SET FORTH HEREIN. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. 

10.  Confidentiality.  

(a) Confidential Information. In connection with this License, each party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) Confidential Information. Subject to Section 10(b), “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that: (i) if disclosed in writing or other tangible form or medium, is marked “confidential” or “proprietary”;  (ii) if disclosed orally or in other intangible form or medium, is identified by the Disclosing Party as confidential or proprietary when disclosed; or (iii) due to the nature of its subject matter or the circumstances surrounding its disclosure, would reasonably be understood to be confidential or proprietary. Without limiting any of the foregoing, all information concerning the Worlds Enterprise Platform and or the App that is not customarily and publicly available to an end user through use of the Worlds Enterprise Platform or the App is  Worlds’ Confidential Information.  

(b) Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (ii) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (iv) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information. 

(c) Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall during the term of this License and for five (5) years thereafter:  

1. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;  

2. except as may be permitted under the terms and conditions of Section 10(d), not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 10; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 10; 

3. safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care; and 

4. promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; and  

5. ensure its Representatives’ compliance with, and be responsible and liable for, any of its Representatives’ non-compliance with, the terms of this Section 10. 

Notwithstanding any other provisions of this Agreement, the Receiving Party’s obligations under this Section 10 with respect to any Confidential Information that constitutes a trade secret under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable laws other than as a result of any act or omission of the Receiving Party or any of its Representatives. 

(d) Compelled Disclosures. The Receiving Party may disclose the Disclosing Party’s Confidential Information pursuant to a valid order issued by a court or government agency or as otherwise required by law, provided that (a) the receiving Party provides the disclosing Party with prior written notice of such obligation and the opportunity to oppose such disclosure or obtain a protective order; (b) the receiving Party only discloses such Confidential Information as is required to comply with such order or law (as advised by competent counsel) and (c) no such disclosure shall otherwise exempt such Confidential Information from being treated as confidential under this Section 10. 

11.  Term and Termination.   

a.   The License is effective until cancelled or terminated in accordance with the terms of the Contract.   

b.  Effects of Termination. In the event of termination of the License, Licensee shall immediately cease use of the Worlds Enterprise Platform and the App and destroy or return immediately the Worlds Enterprise Platform and the Documentation and all copies thereof to Worlds as certified in writing by an officer of Licensee.  Customer acknowledges and agrees that the Worlds Enterprise Platform may also include code that automatically prevents the use of the Worlds Enterprise Platform upon the expiration of an evaluation period, if such a period is applicable, unless Customer enters in a Contract and associated purchase order to continue to access the Worlds Enterprise Platform. 

c.  Survival.  Upon the termination of this License for any reason, all of the parties’ respective rights and obligations hereunder shall cease, except that Sections 1, 3.b, 3.d, 4, 8, 9, 10, 12 and 13.a, 13.b, 3.e shall survive any such termination. 

12.   Indemnification.  

Licensee agrees to indemnify, save, and hold Worlds, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of Licensee’s use or misuse of the Worlds Enterprise Platform or the App, any violation by Licensee of this License or any breach of the representations, warranties, and covenants made by Licensee herein. Worlds reserves the right, at Licensee’s expense, to assume the exclusive defense and control of any matter for which Licensee is required to indemnify Worlds, and Licensee agrees to cooperate with Worlds defense of these claims. Worlds will use reasonable efforts to notify Licensee of any such claim, action, or proceeding upon becoming aware of it. 

13.  Miscellaneous.   

a.  Governing Law; Dispute Resolution. This License will be governed by the laws of the State of Texas, USA without regard to its conflict of law rules.  Each party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action or counterclaim arising out of or relating to any claim or otherwise in connection with this License, the Worlds Enterprise Platform or any services (a “Dispute”). In the event of any Dispute arising out of or relating to this License, the parties shall seek to settle the Dispute via direct discussions.  If a Dispute cannot be settled through direct discussions, the parties agree to first endeavor to settle the Dispute in good faith via voluntary non-binding mediation, before resorting to arbitration. A mediator will be selected by voluntary agreement of both parties, or in the event both parties cannot agree on a mediator, a mediator will be selected in accordance with the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association.  The mediation shall be held in Dallas Texas or a suburb thereof. Each party shall bear its own costs and expenses and an equal share of the administrative and other fees associated with the mediation. Any Dispute that remains unresolved following mediation shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and Mediation Procedures.  The place of arbitration shall be Dallas, Texas or a suburb thereof.  Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  Subject to Section 13.b, the cost and expenses for the arbitration shall initially be shared equally by the parties. The arbitral proceedings and all pleadings and written evidence shall be in the English language. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original true or copy thereof.  In rendering the award, the arbitrator(s) shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of Texas.   

Notwithstanding the foregoing, each party acknowledges and agrees that (a) a breach or threatened breach by such Party of any of its obligations under Sections 3.a, 3.b(i), 3.b(iii), 3.c, 4 and 10 would give rise to irreparable harm  to the other party for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by such party of any such obligations, the other party shall, in addition to any and all other rights and remedies that may be available to such party at law, at equity or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to that monetary damages will not afford an adequate remedy. 

b. If any action, arbitration, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of or related to this Agreement, the prevailing party shall be entitled to its Costs and Fees.  “Costs and Fees” mean all reasonable pre-award expenses of the action, arbitration or proceeding, including attorneys’ fees, the arbitrators’ fees, court costs, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees.     

c.  Enforceability. Any provisions found to be unenforceable will not affect the enforceability of the other provisions contained herein, but will instead be replaced with a provision as similar in intent to the original as possible. 

d.  Export Restrictions. The Worlds Enterprise Platform, the App and related information may be subject to U.S. export control laws and regulations, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import laws and regulations in other countries. Licensee shall, at its own expense, procure all licenses and other permits, pay all tariffs, customs charges, duties and similar fees, and take all other actions and strictly comply with all applicable laws and regulations required to accomplish the export, re-export and import of the Worlds Enterprise Platform and the App. Licensee shall hold harmless and indemnify Worlds for any damages resulting from a breach of this Section 13(d).   

e.  Force Majeure. The obligations of a party (other than payment) will be suspended by the occurrence of any event beyond its reasonable control and not caused by its negligence, that renders its performance impossible including, acts of God, pandemic, war, fire, flood, accident, strike, casualty, alien abductions, power failures, governmental acts, orders or restrictions or inability to obtain suitable and sufficient labor and materials. The party invoking force majeure shall (a) send written notice thereof to the other within a reasonable time after the invoking party knew or should have known that performance would be delayed or prevented due to the force majeure and (b) take reasonable steps to limit the duration and effect of any such force majeure.   

f.  Waiver. The failure of a party to claim a breach of any term of this License shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term. 

g.  Assignment.  Licensee shall not assign (by operation of law or otherwise) this License or any of its rights or obligations hereunder without the prior written consent of Worlds, and any such prohibited assignment shall be null and void. Worlds may assign this License or any of its rights or obligations hereunder without the prior written consent of Licensee. 

h.  Severability. In the event that any provision of this License is found to be invalid, void or unenforceable, the parties agree that unless such provision materially affects the intent and purpose of this License, such invalidity, voidability or unenforceability shall not affect the validity of this License nor the remaining provisions hereof. 

i.  Entire Agreement; Modifications. This License constitutes the entire agreement between the parties on the subject matter hereof and supersedes all prior agreements, communications and understandings of any nature whatsoever, oral or written.