PLAY SOLANA PUBLISHER DISTRIBUTION AGREEMENT

PLEASE READ THIS PUBLISHER DISTRIBUTION AGREEMENT (“Agreement”) CAREFULLY BEFORE SUBMITTING ANY PUBLISHER CONTENT (AS DEFINED BELOW) TO PLAY SOLANA. THIS AGREEMENT IS A BINDING LEGAL AGREEMENT BETWEEN YOU AND PLAY SOLANA LTD.

This Agreement is entered into by and between Play Solana LTD., a company incorporated in the United Arab Emirates with its principal place of business at RAK Digital Assets Oasis, Post Box #30099, RAKBANK Headquarters, Government of Ras Al Khaimah (“Play Solana”, “we”, “us”, or “our”), and the individual or entity that submits, proposes to submit, or distributes any Game (as defined below) through the Play Solana ecosystem (“Publisher”, “you”, or “your”).

This Agreement governs Publisher’s submissions and distributions through Play<Gate>, the Play Solana game distribution platform, together with associated services and the PSG1 device (collectively, the “Platform”). This Agreement is supplementary to Play Solana’s Terms of Service (ToS), Play Solana’s Terms of Use (ToU), and Play Solana’s Privacy Policy (together, the “Ecosystem Terms”), each incorporated herein by reference to the extent applicable to Publisher’s use of the Platform. In the event of any conflict, this Agreement prevails with respect to Publisher submissions, distributions, and the Publisher and Play Solana relationship; Annex I - Publisher Policy (as amended from time to time pursuant to Section 21) prevails with respect to content, data, and conduct standards for Publisher assets on the Platform; and the Ecosystem Terms govern residual matters regarding use of Play Solana sites, services, and devices to the extent not inconsistent with the foregoing.

BY SUBMITTING OR ATTEMPTING TO SUBMIT ANY GAME OR RELATED MATERIALS TO THE PLATFORM, OR BY OTHERWISE ACCESSING OR USING ANY SUBMISSION OR PUBLISHING INTERFACE MADE AVAILABLE BY PLAY SOLANA, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ACCEPTING ON BEHALF OF A COMPANY, ORGANIZATION, AGENCY, OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT; IN SUCH CASE, REFERENCES TO “YOU” AND “PUBLISHER” INCLUDE THAT ENTITY. IF YOU DO NOT AGREE, OR IF YOU LACK AUTHORITY TO BIND YOUR ENTITY, YOU MUST NOT SUBMIT ANY GAME OR MATERIALS AND MUST NOT USE THE PLATFORM’S SUBMISSION TOOLS.

The Publisher Policy attached as Annex I forms an integral part of this Agreement and sets content, data, and conduct standards applicable to all Publisher submissions on the Platform. By submitting any Game or related asset, you confirm compliance with Annex I.

Publisher remains solely responsible for furnishing and enforcing its own end-user terms and privacy disclosures for each Game, and nothing in this Agreement substitutes or waives such obligations under applicable law or the Ecosystem Terms.

1. DEFINITIONS

   1. For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the meanings given in the Ecosystem Terms or in Annex I.
      1. “Agreement” means this Play Solana Publisher Distribution Agreement (Play<Gate>), together with all Annexes, including without limitation Annex I - Publisher Policy, as amended from time to time in accordance with Section 21.
      2. “Applicable Law(s)” means all laws, statutes, regulations, directives, rules, ordinances, decrees, codes, orders, or decisions of any governmental, regulatory, or judicial authority, whether local, national, regional, supranational, or international, that apply to Publisher, the Game, Publisher Content, or the distribution, marketing, or operation thereof, including without limitation laws relating to consumer protection, data protection, child protection, advertising, export control, sanctions, financial services, digital assets, intellectual property, unfair competition, and online safety.
      3. “Attestation” means the binding confirmation made by Publisher with each Submission that the Game and all Publisher Content comply fully with this Agreement, are free from defects, and are fully authorized for distribution.
      4. “Confidential Information” means all non-public information disclosed by either party in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential, including business, technical, operational, financial, legal, or strategic information. Confidential Information does not include information that (i) is or becomes public other than through breach of this Agreement; (ii) is lawfully obtained by the receiving party from a third party without breach of any duty of confidentiality; (iii) was already known to the receiving party before disclosure without confidentiality restriction; or (iv) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.
      5. “Controller Personal Data” means personal data (as defined under Applicable Law) processed by a party under this Agreement in connection with its provisioning or use of the Platform, where such party acts as an independent controller.
      6. “Developer Assets” means, collectively, any Game(s), Publisher Content, and Marketing Materials submitted by Publisher to the Platform for distribution, review, or promotion.
      7. “Ecosystem Terms” means, collectively, Play Solana’s Terms of Service, Terms of Use, and Privacy Policy, each as updated from time to time and incorporated herein by reference to the extent applicable to Publisher’s use of the Platform.
      8. “End User” means any natural person who downloads, installs, accesses, or uses a Game distributed through the Platform.
      9. “Game” means any software application, interactive experience, or related content submitted by Publisher for distribution through the Platform, including all updates, modifications, bug fixes, patches, enhancements, expansions, localizations, and derivative works thereof.
      10. “Game Data” means data generated by or through any End User’s use of a Game, including technical, transactional, behavioral, or performance data, but excluding Controller Personal Data as defined herein.
      11. “Intellectual Property Rights” means all rights in patents, copyrights, trademarks, service marks, trade names, trade secrets, design rights, database rights, domain names, moral rights, rights of publicity, and any other intellectual or industrial property rights recognized under Applicable Law, whether registered or unregistered, and all applications, renewals, extensions, and restorations thereof.
      12. “Marketing Materials” means any names, titles, trademarks, service marks, logos, artwork, screenshots, trailers, descriptions, promotional copy, or other assets provided by Publisher in connection with a Game, which Play Solana may use for distribution, promotion, or marketing in accordance with this Agreement.
      13. “Open Source Software (OSS)” means any software, code, library, or component that is subject to a license that requires, as a condition of use, modification, or distribution, that such software or derivative works thereof be made available in source code form, licensed for the purpose of making derivative works, or redistributed free of charge, including without limitation licenses approved by the Open Source Initiative.
      14. “Platform” means Play<Gate>, the Play Solana game distribution platform, together with the PSG1 device, all related interfaces, tools, SDKs, APIs, documentation, services, and infrastructure provided by Play Solana to enable the submission, review, distribution, and promotion of Games. Platform also includes any successor, replacement, or updated versions of such services.
      15. “Privacy Policy” means Play Solana’s privacy policy, as updated from time to time, which governs Play Solana’s collection, use, and processing of data related to the Platform and which forms part of the Ecosystem Terms.
      16. “Publisher” means the individual or entity that submits a Game for distribution through the Platform and enters into this Agreement with Play Solana.
      17. “Publisher Content” means each Game and all associated code, assets, metadata, documentation, data, Marketing Materials, or other materials provided by Publisher in connection with a Submission.
      18. “Regulated Data” means any category of data that is subject to heightened legal or regulatory protection under Applicable Law, including without limitation: (a) government-issued identification numbers; (b) protected health information; (c) financial account credentials, credit/debit card data, or other data subject to PCI DSS; (d) biometric identifiers or information; (e) precise geolocation data; (f) data revealing racial or ethnic origin, religious beliefs, sex life or sexual orientation, union membership, citizenship, or immigration status; (g) genetic data; (h) data relating to criminal convictions or offenses; (i) personal data of minors; (j) tax return data; and (k) online account credentials.
      19. “Removal” means any suspension, delisting, takedown, restriction, or withdrawal of a Game or Publisher Content from the Platform, whether initiated by Play Solana at its sole discretion or requested by Publisher.
      20. “Submission” means the process by which Publisher provides a Game, together with all required Publisher Content and other information reasonably requested by Play Solana, for review and potential distribution through the Platform.
      21. “Updates” means any patches, bug fixes, enhancements, upgrades, expansions, or new versions of a Game submitted by Publisher after its initial Submission.
      22. “User-Generated Content (UGC)” means any content made available within a Game by End Users, including without limitation text, images, audiovisual works, data, code, in-game communications, or other interactive materials.
      23. “Publishing Tools” means any software development kits (SDKs), application programming interfaces (APIs), toolkits, libraries, scripts, sample code, or other resources provided by Play Solana through the Platform for the purpose of enabling or facilitating Submissions, testing, distribution, or interoperability of Games.
      24. “Review” means any examination, testing, or evaluation conducted by Play Solana with respect to a Submission or Game, whether technical, security-related, content-related, or otherwise. For the avoidance of doubt, any Review by Play Solana is limited, discretionary, and shall not relieve Publisher of its obligations under this Agreement.
      25. “Taxes” means all sales, use, excise, import, export, value-added, goods and services, withholding, or other taxes, duties, levies, or governmental charges of any kind, together with any penalties, interest, or additions thereto, that may be imposed by any jurisdiction in connection with a Game, Submission, or Publisher’s use of the Platform.
      26. “Territory” means all countries and jurisdictions worldwide, except those restricted or prohibited by Applicable Law, sanctions, or trade controls.
      27. “Third-Party Services” means any services, SDKs, APIs, platforms, or other resources provided by third parties that a Publisher integrates into, or uses in connection with, a Game or Submission. Publisher shall be solely responsible for all Third-Party Services.
   2. For interpretation purposes, headings are for convenience only and do not affect interpretation; “including”, “include”, and “in particular” are deemed to be followed by “without limitation”; references to the singular include the plural and vice versa; references to law include that law as amended, consolidated, replaced, or re-enacted; and references to writing include electronic communications, unless expressly stated otherwise.

2. NATURE OF THE PLATFORM AND RELATIONSHIP BETWEEN THE PARTIES

   1. The Platform is a distribution channel that enables Publishers to submit, distribute, and promote Games to End Users. Play Solana provides access to the Platform solely for the purpose of enabling Publishers to make their Games available to End Users in accordance with this Agreement.
   2. Play Solana operates Play<Gate> as a curated submission and distribution platform, not as a full-service store or reseller. Play Solana may, at its discretion, conduct limited reviews of Submissions for compliance with technical or content requirements, but such reviews are discretionary, limited in scope, and do not constitute endorsement, certification, or approval of any Game or Publisher Content. Publisher remains solely responsible at all times for each Game, its distribution, its operation, and its compliance with this Agreement and Applicable Law.
   3. Nothing in this Agreement shall be construed as creating any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between Play Solana and Publisher. Publisher is an independent contractor and shall not represent itself as an agent, employee, or representative of Play Solana.
   4. Play Solana makes no commitment, guarantee, or undertaking to distribute, feature, promote, or otherwise make available any Game submitted by Publisher. All decisions regarding acceptance, distribution, placement, visibility, marketing, or promotion of any Game or Publisher Content on or through the Platform shall be made by Play Solana in its sole and absolute discretion. Publisher acknowledges and agrees that Play Solana has no obligation to provide any minimum level of distribution, exposure, or support, and that Play Solana may at any time, with or without cause, refuse, suspend, restrict, or remove any Game or Publisher Content.
   5. The relationship between Play Solana and Publisher is non-exclusive. Nothing in this Agreement prevents Play Solana from making available any other games, content, or services, whether competing with Publisher’s Games or otherwise. Nothing in this Agreement prevents Publisher from distributing its Games through other platforms, stores, channels, or means, provided that such distribution does not conflict with Publisher’s obligations under this Agreement.
   6. Publisher acknowledges and agrees that Play Solana does not act as a seller of record, distributor of record, payment processor, or agent with respect to any Game, unless expressly stated otherwise in writing. All interactions, transactions, or contractual relationships relating to a Game shall exist solely between Publisher and End Users or between Publisher and any third party. Play Solana is not a party to, and shall bear no responsibility or liability under, any such interactions, transactions, or relationships.
   7. Publisher further acknowledges and agrees that its use of the Platform does not convey or imply any rights of ownership or interest in the Platform itself, in Play Solana’s intellectual property, or in any goodwill associated therewith. All rights not expressly granted under this Agreement are reserved by Play Solana.

3. SUBMISSIONS AND REVIEW PROCESS

   1. Publisher shall provide Play Solana with each Game it wishes to distribute, together with all required Publisher Content and any other information reasonably requested by Play Solana in connection with such Submission. Each Submission must include, at a minimum: the Game build (APK or equivalent package), title, category, description, metadata, game icon, cover image, screenshots, trailers or other promotional assets, applicable disclosures required under Applicable Law, a link to Publisher’s privacy policy applicable to the Game, and any ratings, warnings, or classifications that may be required by Applicable Law or industry standards in any Territory in which the Game will be distributed.
   2. Publisher shall ensure that all Submissions are complete, accurate, not misleading, and up to date at the time of delivery to Play Solana. Publisher shall promptly correct, supplement, or update any element of a Submission that becomes outdated, inaccurate, incomplete, misleading, or non-compliant, including upon notice from Play Solana or from any governmental authority.
   3. Play Solana may, but is under no obligation to, review, test, or verify any Submission for compliance with technical, security, performance, interoperability, content, or other requirements. Any such review may include automated or manual checks, internal testing, or external verification, and may occur prior to or after a Game is made available on the Platform.
   4. Publisher acknowledges and agrees that any review, acceptance, testing, placement, or distribution of a Game by Play Solana DOES NOT constitute endorsement, certification, or approval of the Game or Publisher Content, DOES NOT represent or warrant compliance with this Agreement or with Applicable Law, and DOES NOT shift, diminish, or relieve Publisher of its responsibilities and liabilities under this Agreement.
   5. Publisher further acknowledges that Play Solana is not responsible for verifying, validating, or certifying any disclosures, warnings, age ratings, or notices included in a Submission, and that Play Solana may rely entirely on the accuracy and completeness of the Publisher’s Submission and Attestation.
   6. Play Solana shall have the unrestricted right, exercisable at any time and in its sole discretion, to refuse, require modifications to, suspend, restrict, or remove any Submission, Game, or Publisher Content, whether or not such Game has previously been accepted or made available on the Platform. Play Solana may exercise this right with or without cause, and without any obligation to provide prior notice or justification to Publisher. Grounds for refusal, suspension, or removal may include, without limitation:
      1. actual, potential, or suspected violation of this Agreement;
      2. any notice, complaint, or claim from an End User, third party, or governmental authority;
      3. concerns relating to technical integrity, performance, security, safety, or interoperability of the Game;
      4. reputational, legal, or regulatory risk identified by Play Solana; or
      5. any other reason deemed sufficient by Play Solana to protect its business, the Platform, its users, or its reputation.
   7. Play Solana shall have no liability whatsoever to Publisher for any decision under this clause, including without limitation any loss of access, visibility, revenue, goodwill, data, or business opportunities, and Publisher expressly waives any right to compensation, damages, or other remedy of any kind as a result of refusal, suspension, or removal.
   8. Publisher remains solely responsible for the Game and all Publisher Content AT ALL TIMES, including after any review, acceptance, or distribution by Play Solana. Publisher’s responsibilities include, without limitation:
      1. ensuring the quality, stability, safety, legality, and security of the Game;
      2. providing timely patches, bug fixes, updates, and enhancements as necessary to maintain compliance with this Agreement and with Applicable Law;
      3. ensuring continued compatibility of the Game with any system updates, device updates, or Platform updates publicly announced by Play Solana; and
      4. maintaining accurate, complete, and up-to-date information in connection with each Submission, including metadata, contact details, and all required disclosures.
   9. All interactions, relationships, and transactions relating to a Game, including user communications, customer support, refund handling, warranty claims, and any disclosures or notices to End Users, are solely between Publisher and End Users or Publisher and third parties. Play Solana is not a party to, and bears no responsibility or liability for, any such interactions, relationships, or transactions.
   10. Play Solana may provide Publishing Tools to facilitate Submissions, testing, or interoperability of Games on the Platform. Use of any Publishing Tools is subject to this Agreement and any accompanying documentation. Publisher shall use Publishing Tools solely as permitted, shall not misuse or abuse such tools, and shall not attempt to reverse engineer, decompile, or otherwise derive the source code of any Publishing Tools, except to the minimum extent that such restriction is prohibited by Applicable Law.
   11. Publisher shall promptly notify Play Solana in writing of any actual or suspected legal, regulatory, technical, or security issue materially affecting a Submission or Game distributed via the Platform. This includes, without limitation, any governmental or regulatory inquiry, takedown request, complaint alleging infringement or illegality, data breach, security vulnerability, or other material incident relevant to the operation, safety, or compliance of a Game.

4. PUBLISHER ATTESTATION

   1. Each Submission made under this Agreement constitutes a binding and continuing attestation by Publisher. By making a Submission, Publisher represents, warrants, and undertakes that:
      1. Publisher is the sole owner of, or has obtained and will maintain, all rights, licenses, permits, and authorizations necessary to submit, distribute, operate, and promote the Game and all Publisher Content through the Platform in every relevant Territory, including all Intellectual Property Rights incorporated therein.
      2. Publisher and each Game and all Publisher Content COMPLY, AND WILL CONTINUE TO COMPLY, fully and at all times with this Agreement, with Applicable Law, and with the content, data, and conduct standards set out in Annex I - Publisher Policy, as updated from time to time in accordance with this Agreement.
      3. Publisher has ensured, through adequate testing and verification, that the Game and Publisher Content are free from defects that would materially impair performance, stability, interoperability with the Platform, or security, and are free from malicious code, backdoors, spyware, or other vulnerabilities.
      4. Publisher has provided, and will continue to provide, accurate, complete, up-to-date, and non-misleading information in connection with each Submission, including metadata, disclosures, contact details, and warnings, and shall promptly correct or update such information where it becomes inaccurate, incomplete, or misleading.
   2. These attestations are deemed continuing representations and warranties that survive termination of this Agreement. Play Solana is entitled to rely on them at all times, and any breach of this clause constitutes a MATERIAL BREACH of this Agreement, entitling Play Solana to exercise any and all rights and remedies available under this Agreement or at law.

5. LICENSES AND RIGHTS

   1. Publisher retains all right, title, and interest, including all Intellectual Property Rights, in and to the Games and Publisher Content. Nothing in this Agreement TRANSFERS OWNERSHIP of any Game, Publisher Content, or other Developer Assets to Play Solana.
   2. By submitting a Game for distribution through the Platform, Publisher grants to Play Solana a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, cache, reproduce, transmit, adapt as technically necessary, publicly display, publicly perform, market, promote, distribute, and otherwise make the Game and associated Publisher Content available on or through the Platform and in connection with the Play Solana ecosystem, SOLELY FOR THE PURPOSES PERMITTED BY THIS AGREEMENT. This license includes the right to enable access and delivery through content delivery networks, hosting providers, app distribution mechanisms, and other service providers engaged by Play Solana.
   3. The foregoing license extends to format shifting and other purely technical adaptations reasonably necessary to ingest, index, catalogue, transcode, compress, encrypt, decrypt, package, re-package, sign, verify, or otherwise prepare the Game and Publisher Content for distribution, installation, launch, update, rollback, or removal on supported devices and environments, PROVIDED THAT SUCH ADAPTATIONS DO NOT ALTER THE GAMEPLAY OR SUBSTANTIVE FUNCTIONALITY of the Game.
   4. By submitting any Marketing Materials in connection with a Game, Publisher grants to Play Solana a worldwide, perpetual, non-exclusive, royalty-free, irrevocable, sublicensable, and transferable license to use, reproduce, display, publish, adapt, localize, translate, modify, distribute, and otherwise exploit such Marketing Materials for the purposes of distribution, promotion, and marketing of the Game, of the Platform, and of the Play Solana ecosystem as a whole, in any media now known or hereafter developed.
   5. Play Solana shall have SOLE AND ABSOLUTE DISCRETION to determine whether, how, and to what extent any Game or Marketing Materials are promoted, placed, featured, or otherwise used on or in connection with the Platform. Play Solana SHALL HAVE NO OBLIGATION to provide any minimum level of promotion, placement, visibility, or marketing, and may cease using or may remove any Marketing Materials AT ANY TIME, FOR ANY REASON, WITHOUT NOTICE AND WITHOUT LIABILITY.
   6. Publisher represents and warrants that all Marketing Materials provided are accurate, lawful, non-infringing, and free of third-party rights that would restrict Play Solana’s use as permitted under this Agreement. Publisher shall INDEMNIFY, DEFEND, AND HOLD HARMLESS Play Solana from and against any and all claims, damages, losses, or liabilities arising out of or relating to Play Solana’s use of Marketing Materials as licensed herein.
   7. The licenses granted to Play Solana under this Clause 5 are LIMITED TO THE PURPOSES EXPRESSLY DESCRIBED in this Agreement and DO NOT TRANSFER OWNERSHIP of any Game, Publisher Content, Marketing Materials, or other Developer Assets to Play Solana.
   8. Upon Removal of a Game from the Platform, the license to distribute and make available such Game and related Publisher Content shall terminate. However, Play Solana may retain and use copies of the Game and Publisher Content as reasonably necessary for record-keeping, compliance with law, dispute resolution, enforcement of this Agreement, and other legitimate and lawful business purposes.
   9. The license granted with respect to Marketing Materials shall SURVIVE REMOVAL OR TERMINATION of this Agreement to the extent such Marketing Materials have already been created, published, distributed, or otherwise used by Play Solana prior to such Removal or termination.
   10. Except as expressly provided in this Clause 5, NO RIGHTS OR LICENSES ARE GRANTED BY PUBLISHER TO PLAY SOLANA, WHETHER BY IMPLICATION, ESTOPPEL, OR OTHERWISE. All rights not expressly granted are RESERVED TO PUBLISHER.

6. POSITIONING, PLACEMENT AND PROMOTION

   1. Play Solana retains SOLE AND ABSOLUTE DISCRETION over the positioning, placement, categorization, discovery, surfacing, recommendation, and promotion of Games and Developer Assets on or in connection with the Platform. Publisher acknowledges and agrees that Play Solana may, at any time and without liability, determine the manner in which Games are displayed, ranked, ordered, filtered, or recommended, including through manual editorial curation, automated or algorithmic mechanisms, or any combination thereof.
   2. Play Solana MAKES NO COMMITMENT, GUARANTEE, OR UNDERTAKING to provide any minimum level of placement, visibility, featuring, or promotion for any Game or Publisher Content. Publisher expressly agrees that Play Solana may change the positioning or visibility of any Game AT ANY TIME, WITH OR WITHOUT CAUSE, WITHOUT NOTICE, AND WITHOUT LIABILITY, and that such changes may positively or negatively affect the performance or user reach of a Game.
   3. Play Solana may conduct experiments, tests, or adjustments to discovery, placement, and promotional systems, including but not limited to search algorithms, recommendation models, ranking methodologies, and editorial policies. Publisher acknowledges that such experiments or adjustments may affect the visibility, traffic, or user engagement of a Game, and that Play Solana SHALL HAVE NO LIABILITY for any impact, positive or negative, resulting therefrom.
   4. Publisher further acknowledges that Play Solana may highlight or promote other Games, content, or experiences, including those that compete directly with Publisher’s Games, and that nothing in this Agreement restricts Play Solana’s freedom to do so. Play Solana shall not be deemed to endorse, sponsor, or guarantee any Game by virtue of its placement or promotion on the Platform.
   5. Publisher acknowledges and agrees that Play Solana may remove, replace, downgrade, de-prioritize, or otherwise alter the positioning or promotional treatment of any Game or Publisher Content AT ANY TIME, FOR ANY REASON, AND WITHOUT LIABILITY, including in response to policy changes, market conditions, technical or security concerns, legal or regulatory requirements, or reputational considerations.
   6. Publisher shall have no claim, remedy, or entitlement to damages, fees, costs, or other compensation of any kind arising from any decision by Play Solana regarding placement, promotion, or visibility of any Game, Publisher Content, or Developer Assets on the Platform.
   7. Nothing in this Agreement obligates Play Solana to provide any advertising, marketing, or promotional services to Publisher, nor to share data, metrics, or analytics relating to the placement, promotion, or performance of Games on the Platform, unless expressly agreed in writing.

7. PUBLISHER RESPONSIBILITIES

   1. Publisher is SOLELY RESPONSIBLE for the conception, development, testing, submission, distribution, operation, quality, stability, safety, security, legality, and compliance of each Game and all Publisher Content made available on or through the Platform. Play Solana DOES NOT CONTROL OR OVERSEE the development, testing, or operation of Games, and Publisher acknowledges that use of the Platform for distribution is entirely at Publisher’s own risk.
   2. Publisher shall, at its sole cost and expense, ensure that all Games and Publisher Content comply at all times with this Agreement, with Annex I – Publisher Policy, and with all Applicable Laws in every Territory in which a Game is made available. This includes, without limitation, consumer protection, advertising, child protection and online safety, accessibility, data protection and privacy, intellectual property, unfair competition, gambling and chance-based mechanics, digital assets regulation, financial services, export controls, and trade sanctions.
   3. Publisher shall obtain, maintain, and display all ratings, warnings, classifications, and disclosures required under Applicable Law or by relevant industry or governmental bodies in each Territory. Publisher shall implement geoblocking, feature restrictions, or content limitations as necessary to comply with export controls, sanctions, or other jurisdiction-specific restrictions.
   4. Publisher shall test and verify each Game prior to Submission and on an ongoing basis to confirm compliance with this Agreement, with Applicable Law, and with the Platform’s technical and content requirements. Publisher shall ensure compatibility with all publicly announced Platform or device updates. Play Solana HAS NO OBLIGATION TO TEST OR VERIFY ANY GAME, and any testing by Play Solana SHALL NOT REDUCE, LIMIT, OR AFFECT PUBLISHER’S RESPONSIBILITIES.
   5. Publisher shall provide End Users with adequate, prompt, and accessible customer support for each Game, including the handling of inquiries, complaints, refund requests, bug reports, account issues, takedown requests, and any other issues required under Applicable Law or good industry practice. Play Solana SHALL HAVE NO OBLIGATION TO PROVIDE CUSTOMER SUPPORT for Games, and all such responsibilities rest SOLELY WITH PUBLISHER.
   6. Publisher shall provide FULL, CLEAR, ACCURATE, AND NON-MISLEADING disclosures to End Users regarding the nature of the Game, the availability and pricing of in-game purchases, the existence of randomised or chance-based mechanics (including loot boxes or equivalent features), the use of digital assets or blockchain integrations, the collection and processing of personal data, and any other information reasonably necessary for End Users to make informed decisions.
   7. All End User relationships, interactions, and transactions — including communications, account creation, in-game transactions, refunds, dispute resolution, and customer support — are SOLELY BETWEEN PUBLISHER AND END USERS. Play Solana IS NOT A PARTY to any such relationships or transactions and SHALL HAVE NO RESPONSIBILITY OR LIABILITY in connection therewith.
   8. Publisher shall promptly notify Play Solana in writing of any actual or threatened claim, regulatory inquiry, governmental investigation, security incident, data breach, or other legal or compliance issue relating to a Game or Publisher Content, and shall COOPERATE FULLY with Play Solana in responding to such matters to the extent legally permissible. ANY FAILURE TO PROVIDE TIMELY NOTICE SHALL CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT.
   9. Publisher shall maintain accurate and up-to-date technical and legal contact information, including designated representatives for compliance and support. FAILURE TO MAINTAIN SUCH CONTACT DETAILS SHALL CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT.
   10. Publisher shall at all times implement and maintain policies and procedures for risk management, quality assurance, regulatory compliance, and user protection consistent with industry best practices. Publisher acknowledges and agrees that ALL RESPONSIBILITY AND LIABILITY FOR GAMES AND PUBLISHER CONTENT RESTS SOLELY WITH PUBLISHER, and that Play Solana may rely on these undertakings at any time.

8. SECURITY AND TECHNICAL INTEGRITY

   1. Publisher is SOLELY RESPONSIBLE for designing, developing, testing, and maintaining each Game in accordance with generally accepted industry standards for secure software development and deployment. Publisher shall ensure that all Games and Publisher Content are free from viruses, worms, spyware, malware, backdoors, time bombs, trojans, or any other malicious code, and from vulnerabilities or hidden functionality that could compromise the integrity, confidentiality, or availability of the Platform, supported devices, End Users, or third-party systems.
   2. Publisher SHALL NOT introduce or enable in any Game any functionality that:
      1. installs or launches software without the End User’s informed consent;
      2. collects, transmits, or shares data in a manner not disclosed to the End User;
      3. circumvents, interferes with, or disables any security, encryption, or integrity measure implemented by Play Solana, device manufacturers, or third-party providers;
      4. gains or attempts to gain unauthorized access to systems, data, or accounts; or
      5. disrupts, degrades, damages, or otherwise impairs the normal operation of the Platform, supported devices, networks, or other applications.
   3. Publisher shall monitor, identify, and remediate vulnerabilities, exploits, or defects in each Game and Publisher Content without undue delay. Publisher shall promptly provide patches, updates, or fixes necessary to maintain the security, stability, and compatibility of each Game with supported devices and Platform updates. FAILURE TO REMEDY MATERIAL DEFECTS OR VULNERABILITIES IN A TIMELY MANNER SHALL CONSTITUTE A BREACH OF THIS AGREEMENT.
   4. Publisher shall implement and maintain policies and procedures for vulnerability management, patching, monitoring, and incident response consistent with industry best practices. Publisher shall also maintain secure development and deployment practices, including the use of up-to-date libraries, frameworks, dependencies, and third-party integrations.
   5. Publisher shall promptly notify Play Solana in writing of any actual or suspected breach of security, compromise of data, unauthorized access, vulnerability, or other incident that materially affects or may materially affect a Game, Publisher Content, the Platform, or End Users. Publisher shall provide Play Solana with all relevant details, including mitigation steps taken, and shall fully cooperate in addressing and resolving such incidents.

9. DATA PROTECTION AND PRIVACY

   1. Publisher is SOLELY RESPONSIBLE for compliance with all Applicable Laws relating to data protection, privacy, and information security in connection with each Game and Publisher Content. Publisher shall implement and maintain appropriate technical and organizational measures to protect all personal data processed by or through a Game against unauthorized or unlawful processing, accidental loss, destruction, or damage, consistent with industry best practices and Applicable Law.
   2. Publisher shall collect, use, store, share, and otherwise process personal data from End Users ONLY to the extent necessary for the operation of the Game, and ALWAYS in compliance with Applicable Law, this Agreement, and Annex I – Publisher Policy. Publisher shall ensure that each Game provides End Users with a clear, complete, accurate, and accessible privacy notice that complies with Applicable Law and that describes, at a minimum:
      1. the categories of data collected;
      2. the purposes of processing;
      3. the legal bases relied upon (if applicable);
      4. the recipients or categories of recipients of the data;
      5. retention periods;
      6. user rights; and
      7. contact information for privacy inquiries.
   3. Publisher shall obtain all consents, permissions, or authorizations required under Applicable Law for the collection and processing of personal data, including where necessary for cookies, trackers, analytics, advertising, geolocation, digital assets, or third-party integrations. CONSENT MECHANISMS MUST BE CLEAR, AFFIRMATIVE, AND FULLY COMPLIANT with Applicable Law.
   4. Publisher SHALL NOT collect, process, store, or otherwise handle any category of personal data that constitutes REGULATED DATA under this Agreement or under Applicable Law, including without limitation:
      1. government-issued identification numbers;
      2. health or medical information;
      3. financial account credentials or payment card data subject to PCI DSS;
      4. biometric identifiers;
      5. precise geolocation data;
      6. sensitive personal data revealing racial or ethnic origin, religious beliefs, sexual orientation, or political opinions;
      7. genetic data;
      8. criminal conviction data;
      9. tax return data; or
      10. personal data of minors, except where expressly permitted by Applicable Law AND with all necessary consents and protections.
   5. Publisher shall ensure that no personal data collected or processed through a Game is transferred, accessed, or stored in any jurisdiction without adequate safeguards as required by Applicable Law, including GDPR, UK GDPR, and equivalent regimes. Where Applicable Law requires specific transfer mechanisms (such as standard contractual clauses or binding corporate rules), Publisher shall implement and maintain such mechanisms at its sole cost and responsibility.
   6. Publisher shall promptly notify Play Solana in writing of any data breach, security incident, unauthorized access, or other event that materially affects or may materially affect End User data or the integrity of the Platform. Such notice shall include full and accurate details of the incident, mitigation steps taken, and further actions planned. Publisher shall provide reasonable cooperation to Play Solana in assessing, responding to, or mitigating any such incident, provided that ALL LEGAL AND OPERATIONAL RESPONSIBILITY FOR THE INCIDENT RESTS WITH PUBLISHER.
   7. Publisher acknowledges and agrees that Play Solana acts as an INDEPENDENT CONTROLLER with respect to any personal data it collects directly from End Users in connection with the Platform, its accounts, or its services. Nothing in this Agreement shall be construed as creating a joint controllership or processor–controller relationship between Play Solana and Publisher, unless expressly agreed in writing. Each party shall be individually and separately responsible for its own compliance with Applicable Laws in relation to the personal data it processes.
   8. Publisher shall practice DATA MINIMIZATION and PURPOSE LIMITATION. Personal data collected through a Game shall be strictly limited to what is necessary for the operation of the Game and for compliance with Applicable Law. Publisher shall not use End User data for profiling, targeted advertising, or other secondary purposes unless expressly permitted by Applicable Law, disclosed to End Users in advance, and subject to all necessary consents.
   9. Publisher shall maintain detailed records of data processing activities related to each Game, as required by Applicable Law, and shall make such records available to competent authorities upon request. Upon Play Solana’s reasonable written request, Publisher shall also provide sufficient information to demonstrate its compliance with this Clause 9 and with Applicable Law.
   10. Publisher shall designate a privacy or data protection contact (and, where required, a Data Protection Officer or local representative under Applicable Law) and shall ensure that End Users are provided with clear and effective means to exercise their privacy rights.

10. USER-GENERATED CONTENT AND NOTICE-AND-ACTION

    1. Publisher is SOLELY RESPONSIBLE for all User-Generated Content (“UGC”) made available within or through its Games. Publisher shall design, configure, and operate each Game in a manner that ensures compliance of all UGC with this Agreement, with Annex I – Publisher Policy, and with all Applicable Laws, including those relating to intellectual property, defamation, harassment, privacy, child protection, online safety, hate speech, and illegal content.
    2. Publisher shall implement and maintain effective moderation mechanisms, proportionate to the scale and nature of each Game, to monitor, filter, and remove UGC that is unlawful, harmful, infringing, or otherwise non-compliant. Such mechanisms may include automated filters, keyword blocks, content review systems, and human moderation, as reasonably appropriate.
    3. Publisher shall establish and maintain a NOTICE-AND-ACTION MECHANISM that allows End Users, rights holders, and third parties to easily submit complaints, flags, or takedown requests regarding UGC. This mechanism must be accessible, free of charge, and clearly communicated to End Users within the Game.
    4. Publisher shall review and respond to all notices, flags, and takedown requests relating to UGC PROMPTLY AND WITHOUT UNDUE DELAY. Where content is manifestly unlawful, Publisher shall remove or disable access to such UGC immediately. For other complaints, Publisher shall investigate in good faith, decide on appropriate action, and notify the complainant of the outcome within a reasonable timeframe consistent with Applicable Law and industry standards.
    5. Publisher shall maintain accurate records of all notices received, actions taken, and the reasons for such actions, and shall retain such records for as long as required under Applicable Law. Upon Play Solana’s reasonable request, Publisher shall provide Play Solana with summaries or copies of such records to enable Play Solana to demonstrate compliance with legal or regulatory requirements.
    6. Publisher shall COOPERATE FULLY with Play Solana and with competent governmental, regulatory, or judicial authorities in connection with any investigation, inquiry, or enforcement action relating to UGC. Publisher acknowledges that Play Solana may, where legally required, remove or restrict access to specific UGC or Games, disclose information to authorities, or suspend access to the Platform.
    7. Publisher acknowledges and agrees that it is SOLELY RESPONSIBLE for all UGC hosted, displayed, or otherwise made available through its Games. Play Solana DOES NOT MONITOR OR CONTROL UGC and shall have NO RESPONSIBILITY OR LIABILITY arising out of or relating to UGC, except to the limited extent that Applicable Law imposes direct obligations on platform providers.
    8. Publisher shall ensure that its Games clearly inform End Users of the rules governing UGC, including prohibited conduct, reporting mechanisms, and potential enforcement measures, and shall ENFORCE SUCH RULES CONSISTENTLY AND FAIRLY. Publisher shall also provide End Users with effective means of appealing or contesting moderation decisions where required by Applicable Law.
    9. Publisher further attests that all UGC compliance obligations set out in this Clause 10 are without prejudice to, and are supplemented by, the detailed content and conduct standards contained in Annex I - Publisher Policy. Any breach of this Clause 10 or of Annex I SHALL CONSTITUTE A MATERIAL BREACH of this Agreement.

11. MONETIZATION, PAYMENTS AND TAXES

    1. Publisher is SOLELY RESPONSIBLE for all aspects of the monetization of its Games, including pricing, in-game purchases, digital assets, tokens, currencies, and any other financial or value-based transactions offered to End Users. Publisher shall ensure that all monetization mechanisms are lawful, transparent, and compliant with Applicable Law in every Territory where the Game is made available, including laws on consumer protection, unfair commercial practices, digital assets, gambling, and financial services.
    2. Publisher shall disclose to End Users in a CLEAR, ACCURATE, AND NON-MISLEADING manner the nature, price, and terms of any purchase, subscription, reward, or transaction, including any applicable renewal terms, refund rights, or cancellation policies.
    3. Play Solana DOES NOT PROCESS OR HANDLE PAYMENTS between Publisher and End Users unless expressly agreed in writing. Unless otherwise specified, Publisher shall act as the seller or merchant of record for all transactions, and shall be SOLELY RESPONSIBLE for compliance with all obligations arising therefrom, including collection of payments, provision of receipts or invoices, management of refunds or chargebacks, and compliance with applicable consumer protection and financial laws.
    4. Publisher is SOLELY RESPONSIBLE for the calculation, collection, withholding, reporting, and remittance of all Taxes, duties, levies, or other governmental charges arising out of or in connection with the distribution, monetization, or operation of its Games, including without limitation sales tax, VAT, GST, IOSS/OSS obligations, import duties, digital services taxes, or withholding taxes, in every relevant Territory.
    5. Publisher shall indemnify, defend, and hold harmless Play Solana from and against any claims, liabilities, penalties, interest, or costs arising from Publisher’s failure to properly account for or remit Taxes. Play Solana SHALL HAVE NO OBLIGATION to advise Publisher on tax matters, to act as a merchant or seller of record, or to collect or remit Taxes on Publisher’s behalf.
    6. Publisher acknowledges and agrees that ALL FINANCIAL AND COMMERCIAL RISK relating to the monetization, pricing, and taxation of its Games rests SOLELY WITH PUBLISHER. Play Solana does not guarantee any level of revenue, profitability, or financial return, and SHALL HAVE NO LIABILITY for losses, disputes, chargebacks, fraud, non-payment, or any other financial or commercial issue arising from a Game or related transactions.
    7. Except as expressly agreed in writing, Play Solana shall not act as agent, reseller, distributor of record, payment processor, or fiduciary for Publisher. All End User payments, financial flows, and associated obligations are exclusively between Publisher and End Users.

12. INTELLECTUAL PROPERTY, OPEN SOURCE SOFTWARE AND FEEDBACK

    1. Publisher represents and warrants that it is the sole owner of, or has obtained and will maintain, all rights, licenses, consents, and permissions necessary to develop, submit, distribute, operate, and promote each Game and all Publisher Content on or through the Platform. Publisher shall ensure that no Game or Publisher Content infringes, misappropriates, or otherwise violates any Intellectual Property Rights, privacy rights, publicity rights, or other rights of any third party.
    2. All Intellectual Property Rights in and to the Games and Publisher Content remain with Publisher, subject only to the licenses expressly granted to Play Solana under this Agreement. Except as expressly set forth herein, no rights are transferred to Play Solana.
    3. Publisher shall not include in any Game any open source software or third-party code that imposes obligations on Play Solana, End Users, or the Platform, including without limitation copyleft requirements to disclose or license source code, unless Publisher has first obtained Play Solana’s prior written consent. Publisher shall comply fully with all applicable open source licenses and shall provide all required attributions, notices, and source code disclosures.
    4. Publisher acknowledges and agrees that Play Solana may solicit, receive, or otherwise become aware of suggestions, ideas, proposals, improvements, or feedback from Publisher or from End Users relating to the Platform, the Play Solana ecosystem, or Games distributed through the Platform (“Feedback”). Publisher hereby grants to Play Solana a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, copy, modify, adapt, publish, distribute, and otherwise exploit any Feedback for any purpose, including the development and improvement of the Platform or other Play Solana products and services, without restriction and without any obligation of attribution, accounting, or compensation to Publisher.
    5. Publisher further acknowledges that Play Solana is continuously developing and improving its products and services, and that Play Solana may already have developed, or may in the future independently develop, features, technologies, or materials similar or identical to Feedback provided by Publisher. Publisher waives any claim that Play Solana misappropriated or unfairly used any Feedback.

13. RESTRICTED CONTENT AND ACTIVITIES

    1. Publisher is SOLELY RESPONSIBLE for ensuring that no Game, Publisher Content, or UGC submitted to or distributed through the Platform contains, promotes, facilitates, or is otherwise associated with PROHIBITED CONTENT OR ACTIVITIES. Publisher REPRESENTS AND WARRANTS that NO GAME, PUBLISHER CONTENT, OR UGC SHALL:
       1. infringe, misappropriate, or otherwise violate any Intellectual Property Rights, privacy rights, publicity rights, moral rights, or other proprietary rights of any third party;
       2. breach Applicable Law, regulation, or binding industry standards, including without limitation those relating to consumer protection, unfair commercial practices, advertising, child protection, online safety, accessibility, data protection and privacy, export controls, trade sanctions, gambling and chance-based mechanics, financial services, and digital assets;
       3. contain or promote defamatory, libellous, obscene, exploitative, excessively violent, hateful, discriminatory, or otherwise harmful material, including any content involving child sexual exploitation, human trafficking, terrorism, or self-harm;
       4. enable or promote gambling, betting, lotteries, sweepstakes, or other chance-based monetisation mechanics (including loot boxes or equivalent features) unless expressly permitted by Applicable Law and implemented with all necessary licenses, disclosures, and safeguards;
       5. offer, promote, or integrate tokens, cryptocurrencies, NFTs, or other digital assets in a manner that is deceptive, non-compliant, or conducted without all registrations, disclosures, or licenses required under Applicable Law;
       6. mislead, defraud, or omit material information to End Users, including with respect to the functionality, interoperability, risks, or monetisation of a Game or any integrated digital asset features;
       7. include, distribute, or rely on any malware, spyware, viruses, backdoors, exploits, hidden code, or other functionality designed to compromise, disrupt, or interfere with the Platform, supported devices, End User data, or connected networks;
       8. compromise, bypass, or attempt to interfere with the integrity, security, or availability of the Platform, End User accounts, or any third-party network or service;
       9. impersonate, misrepresent, or otherwise falsely suggest association with Play Solana or any third party, or engage in scams, phishing, fraud, or deceptive behaviour; or
       10. otherwise be unlawful, unsafe, harmful, or inconsistent with this Agreement, with Annex I – Publisher Policy, or with the brand, values, or reputation of Play Solana, as determined exclusively by Play Solana in its discretion.
    2. Publisher acknowledges and agrees that Annex I – Publisher Policy forms an integral part of this Agreement, supplements the prohibitions in this Clause 13, and may be updated from time to time in accordance with Clause 21. ANY BREACH OF THIS CLAUSE 13 OR OF ANNEX I SHALL CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT.

14. REMOVAL, SUSPENSION AND REJECTION

    1. Play Solana shall have the unrestricted right, exercisable at any time, in its sole discretion, and without liability, to REJECT any Submission or to REMOVE, SUSPEND, OR DISABLE any Game, Publisher Content, or UGC from the Platform, whether or not previously accepted, approved, or distributed. Play Solana may exercise this right WITH OR WITHOUT CAUSE and WITH OR WITHOUT PRIOR NOTICE to Publisher.
    2. Grounds for rejection, suspension, or removal may include, without limitation:
       1. any actual, potential, or suspected breach of this Agreement or Annex I – Publisher Policy;
       2. any notice, inquiry, or demand from a governmental or regulatory authority;
       3. technical, security, or safety concerns relating to the Game or Publisher Content;
       4. risk of liability, reputational harm, or regulatory scrutiny to Play Solana, the Platform, or End Users;
       5. complaints, claims, or notices from End Users or third parties alleging infringement, illegality, or other misconduct; or
       6. any other reason deemed sufficient by Play Solana to protect its business, contractual commitments, or the integrity of the Platform.
    3. Publisher may also request the Removal of a Game or Publisher Content. Play Solana shall use commercially reasonable efforts to implement such Removal, but reserves the right to DELAY OR REFUSE if immediate Removal would create undue legal, contractual, or commercial risk, including potential breach of marketing agreements, compliance duties, or obligations to End Users.
    4. Publisher acknowledges and agrees that Play Solana SHALL HAVE NO LIABILITY for any decision to reject, suspend, remove, delay, or continue distribution of any Game, Publisher Content, or UGC, regardless of the reason. Publisher SHALL NOT BE ENTITLED TO ANY COMPENSATION, DAMAGES, OR REMEDY OF ANY KIND as a result of such decisions, including without limitation loss of visibility, revenue, goodwill, data, or business opportunities.
    5. Any Removal, Suspension, or Rejection shall not relieve Publisher of its obligations under this Agreement, including without limitation those relating to compliance with Applicable Law, End User support, indemnification, data protection, payment of any outstanding sums due (if applicable), and cooperation with investigations.
    6. Play Solana may retain copies of any removed or suspended Game or Publisher Content as reasonably necessary for record-keeping, compliance with law, dispute resolution, or enforcement of this Agreement.

15. AUDITS AND INFORMATION REQUESTS

    1. Publisher shall maintain accurate, complete, and up-to-date records relating to the development, submission, distribution, operation, and monetization of each Game and all Publisher Content, including without limitation:
       1. technical documentation, test results, and security certifications;
       2. consumer disclosures, warnings, and age ratings;
       3. privacy policies, consent records, and data protection compliance materials;
       4. financial, accounting, and tax records relating to in-game transactions and monetisation; and
       5. records of complaints, takedown requests, and moderation actions relating to UGC.
    2. Play Solana may, upon reasonable written notice, request from Publisher any information, documentation, or certification necessary to verify Publisher’s compliance with this Agreement, Annex I – Publisher Policy, or Applicable Law. Publisher shall provide such information ACCURATELY, COMPLETELY, AND WITHOUT UNDUE DELAY, at its own cost and expense.
    3. Play Solana may, upon reasonable prior notice and during normal business hours, conduct or appoint an independent third party to conduct an AUDIT of Publisher’s records, systems, or processes to verify compliance with this Agreement, Annex I – Publisher Policy, and Applicable Law. Such audits shall be conducted in a manner designed to minimize disruption to Publisher’s operations, but Publisher shall provide full cooperation, including access to relevant documentation, personnel, and systems as reasonably necessary.
    4. Publisher shall promptly remedy any deficiencies, breaches, or non-compliance identified during an audit or information request. FAILURE TO COOPERATE FULLY WITH AN AUDIT OR TO PROVIDE REQUESTED INFORMATION SHALL CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT.
    5. Play Solana shall bear its own costs of conducting an audit, except where the audit reveals a MATERIAL BREACH or significant non-compliance by Publisher, in which case Publisher shall reimburse Play Solana for all reasonable costs and expenses incurred.

16. PUBLISHER REPRESENTATIONS AND WARRANTIES

    1. Publisher hereby represents, warrants, and undertakes, on a continuing basis and throughout the Term of this Agreement, that:
       1. Publisher is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, and has full power and authority to enter into and perform its obligations under this Agreement;
       2. the execution, delivery, and performance of this Agreement have been duly authorized, and this Agreement constitutes a legal, valid, and binding obligation enforceable against Publisher in accordance with its terms;
       3. Publisher is the sole owner of, or has obtained and will maintain, all rights, licenses, consents, and authorizations necessary to develop, submit, distribute, operate, and promote each Game and all Publisher Content on or through the Platform in all relevant Territories;
       4. no Game, Publisher Content, or UGC infringes, misappropriates, or otherwise violates any Intellectual Property Rights, privacy rights, publicity rights, moral rights, or other proprietary rights of any third party;
       5. each Game, Publisher Content, and all related activities by Publisher COMPLY, AND WILL CONTINUE TO COMPLY, with this Agreement, with Annex I – Publisher Policy, and with all Applicable Laws, including without limitation those relating to consumer protection, advertising, child protection and online safety, accessibility, data protection and privacy, intellectual property, financial services, digital assets, export controls, sanctions, gambling and chance-based mechanics, and unfair commercial practices;
       6. each Game and all Publisher Content are free from viruses, malware, spyware, backdoors, exploits, or other malicious or unauthorized code or functionality that could compromise, damage, or interfere with the Platform, supported devices, End Users, or third-party systems;
       7. each Game and all Publisher Content have been properly developed, tested, and reviewed using industry-standard methods to ensure quality, stability, and security, and Publisher shall continue to maintain such standards through patches, updates, and maintenance;
       8. Publisher has provided, and shall continue to provide, Play Solana with information that is true, complete, and not misleading, including but not limited to information relating to the functionality, performance, monetization, and compliance of each Game;
       9. all marketing materials, disclosures, and statements made by Publisher in connection with any Game are accurate, not deceptive, and consistent with Applicable Law and good industry practice;
       10. Publisher has not received, and to its knowledge is not subject to, any notice, claim, investigation, inquiry, or proceeding from any authority or third party alleging infringement, illegality, non-compliance, or other wrongdoing in respect of any Game, Publisher Content, or related activities, and no such claim is pending or threatened that would adversely affect Publisher’s ability to perform its obligations under this Agreement;
       11. Publisher shall promptly notify Play Solana of any actual or threatened claim, investigation, or proceeding that could affect a Game, Publisher Content, or Publisher’s performance under this Agreement;
       12. Publisher has obtained, and shall maintain at its own cost, all licenses, permits, approvals, authorizations, and registrations required under Applicable Law in each Territory where a Game is made available;
       13. Publisher is not subject to any sanctions, restrictions, or prohibitions that would prevent or limit its ability to enter into or perform this Agreement, and no Game or Publisher Content will cause Play Solana, its affiliates, or its service providers to breach any Applicable Law relating to export controls, trade sanctions, or anti-money laundering requirements;
       14. each Game and all Publisher Content handle the collection, storage, and processing of personal data strictly in compliance with Applicable Law, this Agreement, and Annex I – Publisher Policy, and Publisher has obtained all necessary consents, permissions, and authorizations for such processing;
       15. Publisher has implemented, and will maintain, appropriate technical and organizational measures to safeguard the confidentiality, integrity, and availability of End User data processed in connection with any Game, and has in place policies and procedures for security, risk management, and incident response consistent with industry best practices;
       16. any User-Generated Content functionality included in a Game is implemented and operated in full compliance with this Agreement, Annex I – Publisher Policy, and Applicable Law, and Publisher has established appropriate moderation, notice-and-action, and appeal processes;
       17. all financial transactions, payments, monetisation mechanics, digital assets, or other value exchanges offered through a Game are transparent, lawful, and fully compliant with consumer protection, financial regulation, and tax requirements in all relevant Territories;
       18. Publisher has full responsibility for, and shall continue to perform, End User support obligations, including complaint handling, refund management, and technical assistance, in accordance with Applicable Law and industry standards;
       19. Publisher shall maintain, throughout the Term, the financial capacity, resources, and operational capability to perform all of its obligations under this Agreement;
       20. none of the Games, Publisher Content, or Publisher’s activities under this Agreement create or will create any conflict of interest, violation of contract, or infringement of the rights of any third party.
       21. all representations, warranties, and undertakings provided in this Clause 16 are true, accurate, complete, and not misleading as of the Effective Date, and shall remain true, accurate, complete, and not misleading throughout the Term;
       22. each representation, warranty, and undertaking is independent and continuing, and shall not be limited by any knowledge of Play Solana, by any review, acceptance, or distribution of a Game by Play Solana, or by any other provision of this Agreement;
       23. any breach of this Clause 16 SHALL CONSTITUTE A MATERIAL BREACH of this Agreement, entitling Play Solana, without limitation, to suspend or remove Games, terminate this Agreement, and seek indemnification for all losses, damages, liabilities, and costs incurred;
       24. Publisher acknowledges that Play Solana is entering into this Agreement in reliance on the representations, warranties, and undertakings set out in this Clause 16, and that Play Solana would not otherwise have agreed to make the Platform available to Publisher or to distribute Games in the absence of such representations, warranties, and undertakings.

17. INDEMNIFICATION

    1. Publisher shall INDEMNIFY, DEFEND, AND HOLD HARMLESS Play Solana, its affiliates, and their respective officers, directors, employees, contractors, and agents (collectively, the “Indemnified Parties”) from and against ANY AND ALL claims, demands, actions, proceedings, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and costs of investigation) arising out of or relating to:
       1. any breach or alleged breach by Publisher of this Agreement, Annex I – Publisher Policy, or Applicable Law;
       2. any Game, Publisher Content, or UGC submitted, distributed, or made available by Publisher through the Platform, including without limitation claims alleging infringement, misappropriation, or violation of Intellectual Property Rights, privacy rights, publicity rights, moral rights, or other proprietary rights of any third party;
       3. any failure by Publisher to comply with consumer protection, data protection, privacy, advertising, child protection, gambling, digital assets, financial services, tax, export control, sanctions, or other Applicable Laws in connection with any Game or related activity;
       4. any actual or alleged data breach, unauthorized access, loss, misuse, or other security incident involving personal data collected, processed, or stored in connection with a Game or Publisher Content, including any failure to provide required notices or to implement appropriate security measures;
       5. any End User claim, dispute, refund request, chargeback, complaint, or action relating to a Game, Publisher Content, or UGC, including without limitation issues of quality, safety, functionality, compatibility, disclosures, monetisation, or customer support;
       6. any financial, tax, or payment-related obligation arising from the operation or monetisation of a Game, including without limitation VAT, GST, IOSS/OSS, digital services taxes, sales taxes, customs duties, or other governmental charges, whether or not properly collected or remitted by Publisher;
       7. any representation, warranty, certification, or undertaking made by Publisher under this Agreement being untrue, inaccurate, incomplete, or misleading;
       8. Publisher shall, at its sole cost and expense, DEFEND the Indemnified Parties against any claim, demand, action, or proceeding covered by this Clause 17, using counsel reasonably acceptable to Play Solana. Publisher shall not settle, compromise, or admit liability in respect of any such claim without the prior written consent of Play Solana, which may be withheld in Play Solana’s sole discretion.
       9. Play Solana may, at its option and expense, participate in the defense of any claim through counsel of its own choosing, without relieving Publisher of its obligations under this Clause 17.
       10. Publisher shall provide Play Solana with prompt written notice of any claim subject to indemnification and shall provide full cooperation, access, and assistance as reasonably required for the defense or settlement of the claim. FAILURE TO PROVIDE TIMELY NOTICE OR TO COOPERATE FULLY SHALL NOT RELIEVE PUBLISHER OF ITS INDEMNIFICATION OBLIGATIONS, except to the extent Publisher demonstrates that Play Solana has been materially prejudiced thereby.
       11. Publisher’s obligations under this Clause 17 are independent of any other obligations set forth in this Agreement and shall survive the expiration, suspension, or termination of this Agreement for any reason.
       12. Publisher’s indemnification obligations are UNLIMITED in amount and scope, and apply regardless of whether the claim arises in contract, tort, statute, equity, or otherwise.
       13. The rights and remedies of the Indemnified Parties under this Clause 17 are cumulative and in addition to any other rights or remedies available at law, in equity, or under this Agreement.
       14. Play Solana is entering into this Agreement in reliance on the indemnification commitments set out in this Clause 17, which are a MATERIAL CONDITION of this Agreement.

18. LIMITATION OF LIABILITY

    1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PLAY SOLANA AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND CONTRACTORS, SHALL NOT BE LIABLE TO PUBLISHER, ITS AFFILIATES, OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, SAVINGS, BUSINESS, GOODWILL, DATA, OR OPPORTUNITIES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. Play Solana shall not be liable for ANY DAMAGES, LOSSES, OR CLAIMS arising out of or relating to: (i) Publisher’s Games, Publisher Content, or UGC; (ii) any End User relationship, interaction, or transaction; (iii) Publisher’s failure to comply with this Agreement, Annex I – Publisher Policy, or Applicable Law; (iv) removal, suspension, or rejection of any Game or Publisher Content; (v) delays, errors, or interruptions in the Platform or in distribution; or (vi) actions taken in compliance with legal, regulatory, or governmental requirements.
    3. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS CLAUSE 18 SHALL EXCLUDE OR LIMIT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
    4. SUBJECT TO THE FOREGOING, ANY LIABILITY OF PLAY SOLANA ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE DISTRIBUTION OR OPERATION OF GAMES SHALL BE STRICTLY LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND PUBLISHER ACKNOWLEDGES THAT PUBLISHER IS SOLELY RESPONSIBLE FOR ALL RISKS AND LIABILITIES RELATING TO ITS GAMES, PUBLISHER CONTENT, AND UGC.
    5. THE ALLOCATIONS OF RISK IN THIS AGREEMENT ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. PUBLISHER AGREES THAT, IN ENTERING INTO THIS AGREEMENT, IT FULLY UNDERSTANDS AND ACCEPTS THE LIMITATIONS OF LIABILITY SET FORTH IN THIS CLAUSE 18, AND THAT PLAY SOLANA WOULD NOT HAVE AGREED TO PROVIDE ACCESS TO THE PLATFORM OR TO DISTRIBUTE GAMES IN THE ABSENCE OF SUCH LIMITATIONS.

19. TERM AND TERMINATION

    1. This Agreement shall commence on the date on which Publisher first accepts or otherwise agrees to be bound by it (the “Effective Date”) and shall remain in force until terminated in accordance with this Clause 19 (the “Term”). This Agreement shall apply to ALL GAMES AND SUBMISSIONS made by Publisher during the Term, regardless of the date of Submission.
    2. Play Solana may TERMINATE this Agreement, in whole or in part, AT ANY TIME, WITH OR WITHOUT CAUSE, by providing written notice to Publisher. Termination shall be effective immediately, or on such later date as specified in the notice.
    3. Without limiting the foregoing, Play Solana may immediately SUSPEND, REMOVE, OR TERMINATE this Agreement, any Submission, or the distribution of any Game or Publisher Content if:
       1. Publisher commits or is suspected of committing a MATERIAL BREACH of this Agreement, Annex I - Publisher Policy, or Applicable Law;
       2. Play Solana reasonably believes that a Game or Publisher Content creates or may create legal, regulatory, reputational, technical, or security risk;
       3. Play Solana receives notice, inquiry, or demand from a governmental or regulatory authority relating to a Game, Publisher Content, or Publisher; or
       4. Publisher becomes insolvent, files for bankruptcy, ceases operations, or is otherwise unable to meet its obligations under this Agreement.
    4. Publisher may terminate this Agreement by providing not less than thirty (30) days’ prior written notice to Play Solana. Such termination shall not affect any rights, obligations, or liabilities accrued prior to the effective date of termination, and shall not relieve Publisher of its continuing obligations under this Agreement, including those relating to indemnification, data protection, confidentiality, End User support, payment of Taxes, and compliance with Applicable Law.
    5. Termination of this Agreement, whether by Play Solana or by Publisher, SHALL NOT ENTITLE PUBLISHER TO ANY COMPENSATION, REIMBURSEMENT, DAMAGES, OR OTHER REMEDY OF ANY KIND, including without limitation for loss of revenue, profits, goodwill, or business opportunities, or for costs of development, marketing, or distribution of Games.
    6. Upon termination of this Agreement for any reason, Publisher shall immediately cease all use of the Platform and Publishing Tools, and all rights and licenses granted to Publisher under this Agreement shall automatically terminate. Play Solana may disable access to the Platform and Publishing Tools, and may retain copies of Games and Publisher Content as reasonably necessary for record-keeping, dispute resolution, compliance with law, or enforcement of this Agreement.
    7. The provisions of this Agreement which by their nature are intended to survive termination (including without limitation indemnification, limitation of liability, confidentiality, data protection, and dispute resolution) shall survive in full force and effect.

20. CONFIDENTIALITY

    1. As used in this Agreement, “Confidential Information” has the meaning given in Clause 1 (including the listed exclusions). For the avoidance of doubt, Confidential Information includes information disclosed in connection with the Platform, Publishing Tools, devices, security and compliance matters, and any non-public business or technical information shared under this Agreement.
    2. Each party shall KEEP THE OTHER PARTY’S CONFIDENTIAL INFORMATION STRICTLY CONFIDENTIAL, shall USE SUCH INFORMATION SOLELY to perform its obligations or exercise its rights under this Agreement, and shall protect it using measures that are AT LEAST AS PROTECTIVE as those it uses for its own information of a similar nature and, in any case, REASONABLE AND APPROPRIATE technical and organizational measures.
    3. Access to Confidential Information shall be LIMITED ON A NEED-TO-KNOW BASIS to the receiving party’s employees, contractors, professional advisers, and affiliates who are BOUND BY WRITTEN DUTIES OF CONFIDENTIALITY no less protective than those in this Clause 20. The receiving party REMAINS FULLY RESPONSIBLE for any breach by such recipients.
    4. The receiving party shall PROMPTLY NOTIFY the disclosing party upon becoming aware of any actual or suspected unauthorized access, use, or disclosure of Confidential Information and shall COOPERATE to mitigate, remediate, and prevent recurrence.
    5. Confidential Information shall not include any information falling within the exclusions expressly set out in Clause 1.
    6. If the receiving party is required by law, regulation, stock exchange rule, or binding order of a court or governmental authority to disclose any Confidential Information, it may do so PROVIDED THAT it (i) gives prompt written notice to the disclosing party (unless legally prohibited), (ii) limits disclosure to the minimum amount legally required, and (iii) reasonably cooperates, at the disclosing party’s cost, in seeking protective measures or other remedies.
    7. Upon request by the disclosing party, or upon termination of this Agreement for any reason, the receiving party shall PROMPTLY RETURN OR DESTROY all Confidential Information, including copies, notes, and summaries thereof, except to the extent retention is required by Applicable Law or for ordinary course archiving and backup. Any retained Confidential Information shall remain subject to this Clause 20.
    8. The obligations of confidentiality set forth in this Agreement shall SURVIVE for a period of five (5) years after termination or expiration of this Agreement; provided, however, that obligations relating to trade secrets, personal data, or security information shall survive for as long as such information remains confidential under Applicable Law.
    9. The receiving party acknowledges that UNAUTHORIZED USE OR DISCLOSURE of Confidential Information may cause IRREPARABLE HARM for which MONETARY DAMAGES MAY BE INADEQUATE, and that the disclosing party shall be entitled to seek INJUNCTIVE OR EQUITABLE RELIEF, in addition to any other remedies available at law or in equity.

21. CHANGES TO AGREEMENT AND ANNEX I

    1. This Agreement may be amended, modified, or supplemented ONLY BY A WRITTEN INSTRUMENT signed by duly authorized representatives of both Parties, EXCEPT as expressly provided in this Clause 21. No oral statement, course of dealing, click-through outside the Publisher dashboard, or informal communication shall constitute an amendment to this Agreement.
    2. Play Solana may, from time to time and in its sole discretion, UPDATE, REVISE, OR SUPPLEMENT Annex I – Publisher Policy to reflect changes in Applicable Law, industry standards, security requirements, technical constraints, or Play Solana’s business practices. Such updates shall become effective on the earlier of (i) publication within the Publisher dashboard or official developer documentation site, or (ii) written notice (including email) to Publisher. Publisher SHALL REGULARLY REVIEW Annex I and acknowledges that its continued access to the Platform, any new Submission, or continued distribution of any Game after the effective date of the update CONSTITUTES ACCEPTANCE of the revised Annex I.
    3. Play Solana may communicate updates under this Clause 21 by any reasonable means, including dashboard alerts, release notes, email, or publication of a changelog. Publisher SHALL MAINTAIN ACCURATE CONTACT DETAILS and SHALL ENSURE it receives and reviews such communications without delay.
    4. Publisher SHALL COMPLY WITH THE UPDATED ANNEX I within any transition period communicated by Play Solana. Where Play Solana reasonably determines that a change is required to address legal, regulatory, safety, integrity, or security risks, Play Solana may require IMMEDIATE COMPLIANCE (with or without a transition period). Failure to comply within the applicable period SHALL CONSTITUTE A MATERIAL BREACH and may result in Suspension or Removal under Clause 14 and/or termination under Clause 19.
    5. Changes to Annex I or to the Platform’s technical or compliance requirements may apply to both NEW SUBMISSIONS and to EXISTING GAMES already distributed through the Platform. Publisher shall, at its own cost and without undue delay, implement any updates, patches, modifications, disclosures, or other measures necessary to bring its Games and Publisher Content into full compliance with the updated requirements. FAILURE TO DO SO WITHIN THE TIMELINE SPECIFIED BY PLAY SOLANA SHALL CONSTITUTE A MATERIAL BREACH and may result in suspension, removal, or rejection under Clause 14, or termination under Clause 19.
    6. Play Solana may also update or modify Publishing Tools, SDKs, APIs, or other integration resources. Publisher acknowledges that continued use of the Platform requires compliance with such updated technical specifications, and Publisher shall promptly adapt its Games at its own cost. Play Solana SHALL HAVE NO LIABILITY for incompatibilities, errors, or disruptions arising from Publisher’s failure to implement such updates.
    7. Play Solana may issue region-specific or territory-specific updates to Annex I in order to comply with local laws, regulations, or enforcement practices. Publisher shall comply with such regional requirements as a condition of distribution in the relevant Territory.
    8. Publisher acknowledges and agrees that NO COMPENSATION, REIMBURSEMENT, OR DAMAGES OF ANY KIND shall be payable by Play Solana in connection with any change under this Clause 21, including without limitation costs incurred by Publisher in updating Games, loss of revenue, or removal from certain Territories due to non-compliance.

22. GOVERNING LAW AND DISPUTE RESOLUTION

    1. This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the United Arab Emirates, as applied in the Emirate of Ras Al Khaimah (RAK), without regard to conflict-of-laws principles.
    2. The Parties irrevocably agree that the courts of Ras Al Khaimah shall have exclusive jurisdiction to settle any dispute, controversy, or claim arising out of or in connection with this Agreement, its subject matter, or its formation (including non-contractual disputes or claims).
    3. If, however, Publisher qualifies as a consumer under Applicable Law, Publisher may also bring proceedings in the courts of the country of its habitual residence, and nothing in this Agreement shall deprive Publisher of any mandatory consumer rights or remedies available under such law.
    4. Play Solana may, at its sole discretion, elect to submit any dispute arising under this Agreement to binding arbitration under the Rules of the Dubai International Arbitration Centre (DIAC). The seat of arbitration shall be Dubai, United Arab Emirates, the language of arbitration shall be English, and the tribunal shall consist of one arbitrator appointed in accordance with such Rules. The arbitral award shall be final and binding on the Parties and may be enforced in any court of competent jurisdiction.
    5. Nothing in this Clause 22 shall prevent Play Solana from seeking injunctive relief, specific performance, or other equitable remedies in any competent court where such action is necessary to prevent irreparable harm, to protect its Intellectual Property Rights, or to ensure the integrity or security of the Platform.

23. MISCELLANEOUS

    1. This Agreement (together with its Annexes) constitutes the ENTIRE AGREEMENT between the Parties with respect to its subject matter, and supersedes all prior or contemporaneous oral or written communications, proposals, negotiations, or agreements between the Parties relating to the same subject matter. Each Party ACKNOWLEDGES that it has had the opportunity to review, negotiate, and seek advice regarding this Agreement before acceptance, and therefore this Agreement SHALL NOT BE INTERPRETED AS A SET OF STANDARD TERMS OR GENERAL CONDITIONS unilaterally imposed by Play Solana.
    2. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party granting the waiver. Any delay or failure to exercise a right or remedy shall not constitute a waiver of such right or remedy.
    3. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the Parties shall replace the invalid or unenforceable provision with one that achieves, to the greatest extent possible, the original intent and economic effect.
    4. Publisher may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without the prior written consent of Play Solana. Any attempted assignment in violation of this Clause shall be null and void. Play Solana may assign or transfer this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets, with notice to Publisher.
    5. Neither Party shall be liable for any failure or delay in performance under this Agreement to the extent caused by events beyond its reasonable control, including natural disasters, acts of God, strikes, labor disputes, government actions, war, terrorism, civil unrest, pandemics, epidemics, power outages, internet or telecommunications failures, or other force majeure events.
    6. All notices under this Agreement shall be in writing and delivered by recognized courier service, registered mail, or email to the contact details most recently provided by the Parties. Notices shall be deemed effective upon receipt, provided that notices by email shall be deemed effective on the date of transmission if no error message is received.
    7. This Agreement may be executed and delivered electronically, including by click-through acceptance within the Platform or Publisher dashboard, and such execution shall have the same force and effect as a handwritten signature.