December 13 th 2019

PLEASE READ THIS AGREEMENT CAREFULLY. THIS IS A LEGALLY BINDING AGREEMENT CONTAINING

IMPORTANT TERMS, CONDITIONS, AND LIMITATIONS RELATING TO LIABILITY, WARRANTY, AND YOUR

OBLIGATIONS IN RESPECT OF OUR SERVICES. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU

HAVE READ, UNDERSTOOD, AND AGREE TO ALL OF THE TERMS, CONDITIONS, AND LIMITATIONS SET

FORTH IN THIS AGREEMENT.

1. DEFINITION OF TERMS

For the purpose of these Terms of Service, “Services” describe the following terms collectively:

 “Licensed Materials” – The Software and Content. Licensed Materials do not include the Editor,

which is made available by Epic under the Unreal Engine End User License Agreements.

 “Mod” – Content designed to be used with the Licensed Materials and Editor to provide a

gameplay experience that is customized or otherwise modified from the Licensed Materials as

made available by Epic and Piranha Games.

 “Editor” – The Unreal Editor that Epic makes available for you to access or download for your

use with the Licensed Materials, Mods, and any patches, updates, upgrades, and documentation

for such application. The term “Editor” specifically does not include (i) other versions of the

Unreal Editor, (ii) Licensed Materials, or (iiI) Mods.

 “Epic” – Depending on the location of your primary residence:

a. Epic Games, Inc., a Maryland Corporation having its principal business offices at Box

254, 2474 Walnut Street, Cary, North Carolina, 27518, U.S.A.; or

b. Epic Games International S.à r.l., a Luxembourg Société à Responsibilité Limitée,

located at Atrium Business Park, 33 rue du Puits Romain, L8070 Bertrange, Grand-Duchy

of Luxenbourg, acting through its Swiss branch, having its principal business offices at

Lindenstrasse 16, 6341 Baar, Switzerland.

2. ACCEPTANCE OF THIS AGREEMENT

Our Services are offered to you conditioned on your acceptance without modification of the terms,

conditions, and notices contained in this Terms of Service document (this “Agreement”). By using our

Services, you agree to be legally bound by and abide by the terms of this Agreement. We require your

explicit consent to this Agreement before you are able to use the Services. If you are not willing to be

bound by each and every term or condition, or if any representation made herein by you is not true, you

must cease using the Services.

Use of the Editor is also subject to the Unreal Engine End User License Agreement (“UE EULA”), which

may be found at https://www.unrealengine.com/en-US/eula/publishing. By downloading or using the

Editor you also agree to the UE EULA. Use of the Marketplace is subject to Epic’s Terms of Service, which

may be found at https://www.epicgames.com/site/en-US/tos. By using the Marketplace you also agree

to Epic’s Terms of Service.

3. AMENDMENTS TO THIS AGREEMENT

We reserve the right to amend this Agreement at any time upon reasonable notice to you, which we will

publish to applicable Services. We will ensure that the latest, fully-amended version of this Agreement is

published to applicable Services and will notify you of changes if you have created an Account on our

Services. We will request your explicit consent to changes to this Agreement and will request it from you

before you are able to access our Services after the effective date of change. If any amendment is

unacceptable to you, you may terminate this Agreement as set out in this Agreement.

4. LICENSE GRANT

Epic and Piranha Games grant you a personal, non-exclusive, non-transferable, non-sublicensable

limited license only to internally use our Services for non-commercial purposes. The rights granted

under the License are subject to the terms of this agreement. All rights not expressly granted to you are

reserved by us, and if applicable, our licensors. The License does not grant you any title or ownership of

the Licensed Materials. Use of the Licensed Materials is contingent upon your acceptance of the terms

of this agreement.

1. Limited License for MechWarrior 5: Mercenaries Mod Support

Piranha Games grants you a non-exclusive, non-transferable, non-sublicensable license, during the

period in which Piranha Games makes the Licensed Materials available to you, for a single User to use,

reproduce, and modify the Licensed Materials for the sole purpose of creating MechWarrior 5:

Mercenaries Mods for use with the MechWarrior 5: Mercenaries videogame (the “MechWarrior 5:

Mercenaries Mod Support License”). The Mod Support License is conditioned on the following: (a) you

may not Distribute or sublicense to any person, or include in any product, any Licensed Materials, except

for use only with the MechWarrior 5: Mercenaries videogame and only if you do not charge a fee; (b)

you may not distribute, operate, or contribute to the Distribution or operation of standalone versions of

the MechWarrior 5: Mercenaries videogame (or any variant thereof); (c) other Users may use,

reproduce, modify, and Distribute your Mods in accordance with this Section; and (d) you agree that the

Licensed Materials shall be afforded all considerations, restrictions, and terms outlined throughout this

Agreement.

The MechWarrior 5: Mercenaries Mod Support License does not grant you any title, ownership rights, or

other intellectual property rights in any Licensed Materials (excluding your Mods). You agree to retain

and reproduce in all copies of the Licensed Materials the copyright, trademark, and other proprietary

notices and disclaimers as they appear in the Licensed Materials. Upon Piranha Games ceasing to make

access to the Licensed Materials available or termination of the MechWarrior 5: Mercenaries Mod

Support License, you must destroy all copies of the Licensed Material. All references in this paragraph to

the Licensed Materials include modified versions thereof made by you under the MechWarrior 5:

Mercenaries Mod Support License.

5. LICENSE CONDITIONS

The following is prohibited in regards to your use of the Licensed Materials: (a) using it for commercial

purposes; (b) copying, reproducing, distributing, displaying, or using the Licensed Materials in any way

not expressly authorized in this Agreement; (c) selling, renting, leasing, or licensing the Licensed

Materials; (d) removing or modifying any security technology included with the Licensed Materials; (e)

using the Licensed Materials to infringe or violate the rights of any third party, including but not limited

to any intellectual property, publicity, or privacy rights; (f) use or export of the Licensed Materials in

violation of any applicable law or regulation.

6. EDITOR

You may not use the Editor or any Licensed Materials (a) with or in connection to any games, projects,

products, or services other than with the Licensed Materials or (b) to create or develop any standalone

games, projects, products, or services.

7. PROPRIETARY RIGHTS

1. Content – “Content” means all materials and content, including designs, editorial, text, graphics,

audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports,

documents, software, information, formulae, patterns, data and any other work.

2. Third-Party Content – Content accessed or available through our Services or the Internet may be

owned by parties other than you or us (collectively, “Third Party Content”) and may be protected by

applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. Nothing

in your use of our Services or this Agreement grants you any right, title or interest in or to this Third

Party Content except for the limited right to use our Services as set out in this Agreement.

3. Our Content – Except where expressly stated otherwise, all right, title and interest in and to our

Services and all Content, source code, processes, designs, technologies, URLs, domain names, marks and

logos forming any part of our Services (collectively, “Our Content”) is fully vested in us, our licensors or

our suppliers and are protected by applicable copyrights, trade-marks, patents, trade secrets or other

proprietary rights and laws. You agree that Our Content is licensed subject to the terms of this

Agreement, including the disclaimers and limitations of liability herein. Nothing in your use of our

Services or this Agreement grants you any right, title or interest in or to Our Content except the limited

right to use our Services as set out in this Agreement. Unless otherwise expressly authorized by us in

writing, you agree not to:

 a. copy, modify, rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise

transfer any right or interest in Our Content,

 b. distribute, create a derivative work of, reverse engineer, reverse assemble or otherwise

attempt to discover the source code, of Our Content, to the maximum extent that such

prohibition is permitted by applicable law,

 c. remove any proprietary notices or labels on or in Our Content, or

 d. allow any other person or entity to engage in any of the foregoing.

4. Your Content – We do not claim ownership of any Content that you post, upload, input, provide,

submit or otherwise transmit to us, or any third party, using our Services (collectively, “Your Content”);

however, you agree that by posting, uploading, inputting, providing, submitting, entering or otherwise

transmitting your Content to us or any third party using our Services:

 a. License to Us – you have thereby granted us a royalty-free, non- exclusive, worldwide, fully

paid-up limited license to use, copy, distribute, transmit, display, edit, delete, publish and

translate Your Content to the extent reasonably required by us to provide our Services as they

exist from time to time or to ensure adherence to, or enforce, the terms of this Agreement,

 b. Your Warranty to Us – you will have thereby confirmed, represented and warranted to us that

you have all rights, titles and interests, as well as the power and authority necessary, to grant

the license to Your Content set out above, and

 c. Indemnity of Us – you will indemnify and save us harmless from and against any liabilities,

actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and

costs, including reasonable legal costs, any amount paid to settle any action or to satisfy a

judgment and expenses of any kind and character whatsoever incurred by us relating to or

arising from Your Content, including instances where Your Content:

o i. infringes any Third Party Content or other third-party intellectual property rights, or

o ii. is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful.

5. Advertising – We shall have the right, without notice, to insert advertising data into our Services, so

long as this does not involve our transmission of any of your personal information in contravention of

the Privacy Policy.

6. Feedback—All right, title and interest in and to comments, ideas, suggestions and impressions of our

Services and our products given by you to us (collectively, the “Feedback”) is and shall be deemed to be

our property and, by submitting Feedback to us, you agree that you thereby assign to us all right, title

and interest to such Feedback to us.

7. Data Protection – We will, and we have established commercially reasonable security measures to

ensure that our personnel, only use Your Content in accordance with the license granted under this

Agreement.

8. Responsibility for Content – You acknowledge and agree that you are exclusively responsible for

determining the accuracy, suitability, harmfulness or legality of any content, information or material

received, transmitted or sent by you using our Services.

9. Public Transmission and Caching – You acknowledge and agree that the technical processing and

transmission of our Services, including Your Content and other Content, may involve transmissions over

various networks and changes to conform and adapt to technical requirements of connecting networks

or devices, and that such Content may be subject to “caching” or other technical processing or

transmission policies and procedures by us or at intermediate locations on the Internet.

10. Deletion of Your Content – If you delete the account to which Your Content is connected, you

acknowledge and agree that we may retain a copy or copies of Your Content for archival or compliance

purposes or to otherwise provide our Services to you or others, subject always to your license to us set

out above. If permitted by the functionality of our Services, you may delete Your Content from the

communication facilities thereupon, though we may retain a copy internally thereof for compliance

purposes.

11. Compliance and Complaints – We do not have any obligation to censor or review any of Your

Content, to censor or review any Third-Party Content or to monitor use of our Services. However, you

agree that we may, without notice or liability, disclose to third parties any of your information or Your

Content, monitor use of our Services and monitor, review and retain Your Content if we believe in good

faith that such activity is reasonably necessary to provide our Services to customers, ensure adherence

to or enforce the terms of this Agreement, comply with any laws or regulations, respond to any

allegation of illegal conduct or claimed violation of third party rights, or protect us or others. If we

receive a complaint relating to use of our Services by you, you acknowledge and agree that we may, in

our sole and absolute discretion and without notice or liability, investigate the complaint, restrict,

suspend or terminate any Services involved, or remove Your Content from our servers.

9. COPYRIGHT, TRADEMARK AND OTHER NOTICES

1. Copyright Notice – Our Services and all Content is owned and copyrighted by Piranha Games Inc.

and/or its licensors, and is licensed to you in accordance with the terms of this Agreement only.

2. Trade-Mark Notice – The trademarks, logos, and service marks displayed on or through our Services

are the property (whether registered or unregistered) of Piranha Games Inc., its licensors or other third

parties. You are not permitted to use trade-marks, logos and service marks for any purpose without our

prior, written consent. Except as expressly indicated on the website, no endorsement, sponsorship,

affiliation or other authorization is implied by any use of third party trade-marks. Without limiting the

generality of the foregoing,

 MECHWARRIOR® and related logos, indicia and trade-marks are registered or common law

trade-marks of Microsoft Corp. and are used under license.

 PIRANHA GAMES and related logos, indicia and trade-marks are registered or common law

trade-marks of Piranha Games Inc. and are used under license.

 EPIC, EPIC GAMES, UNREAL, and UNREAL ENGINE are trade-marks or registered trade-marks of

Epic and its affiliates in the United States of America and elsewhere and are used under license.

3. Copyright Complaints – If you believe that any Content on our Services infringes upon any copyright

or other intellectual property right that you own or control, you may send a written notification of such

infringement to our Designated Agent:

 by fax: 1-(604)-484-4145

 by e-mail: support@mw5mercs.com

To meet the notice requirements under the Digital Millennium Copyright Act (“DMCA”), the notification

must be a written communication that includes the following:

1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive

right that is allegedly infringed;

2. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted

works at a single online site are covered by a single notification, a representative list of such works at

that site;

3. identification of the material that is claimed to be infringing or to be the subject of infringing activity

and that is to be removed or access to which is to be disabled, and information reasonably sufficient to

permit us to locate the material;

4. information reasonably sufficient to permit us to contact the complaining party, such as an address,

telephone number and, if available, an electronic mail address at which the complaining party may be

contacted;

5. a statement that the complaining party has a good-faith belief that use of the material in the manner

complained of is not authorized by the copyright owner, its agent or the law; and

6. a statement that the information in the notification is accurate, and under penalty of perjury, that the

complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly

infringed.

4. Infringer and Repeat Infringer Policy – In accordance with the DMCA and other applicable law, we

have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, members

who are deemed to be repeat infringers of intellectual property. We may also, at our sole discretion,

limit access to the Service or terminate the User Account of any User who infringes any intellectual

property rights of us or others, whether or not there is any repeat infringement.

10 . INTERNET-BASED LIMITATIONS

Your use of our Services depends on the Internet, including networks, cabling, facilities and equipment

that is not in our control; accordingly (a) all representations made by us (if any, see below) regarding

access performance, speeds, reliability, availability, use or consistency of our Services are on a

“commercially reasonable efforts” basis, (b) we cannot guarantee any minimum level regarding such

performance, speed, reliability, availability, use or consistency, and (c) data, messages, information or

materials sent over the Internet may not be completely private, and your anonymity is not guaranteed.

11. ACCEPTABLE USE AND PROHIBITIONS

1. Lawful Use (Things You Must Do). You will ensure that:

 a. you only use our Services for lawful purposes, and

 b. if at any time you become aware of any violation, by any person or entity under your control,

of any part of this Agreement, you will immediately notify us and provide us with assistance, as

requested, to stop or remedy such violation.

2. Prohibited Conduct (Things You Must Not Do). Without limiting the generality of any other restriction

in this Agreement, you agree that you will not, in connection with our Services, directly or indirectly do

or permit any of the following:

 a. post, upload, reproduce, distribute or otherwise transmit any Content (defined below) that:

o i. is unauthorized or unsolicited commercial communications, junk or bulk

communications or other “spam” (whether or not using e-mail services, including

instant messaging, blog or comment spam) or is otherwise duplicative or unsolicited,

o ii. contains a virus, cancelbot, Trojan horse, worm or other harmful, disruptive or

surreptitious component,

o iii. is defamatory, infringing, or unlawful,

o iv. is inappropriate, profane, obscene, indecent materials or information without

suitable or lawfully-required access controls (which controls shall in no event be our

responsibility),

o v. gives rise to civil liability, or otherwise violates the rights or assists others to violate

the rights of us or any third party, such violations including engaging in copyright

infringement, invasion of privacy, trademark infringement or defamation,

o vi. constitutes a criminal offence, or otherwise engages in or assists others to engage in

any criminal offence, including pyramid selling, unauthorized use of a computer,

mischief in relation to data, fraud, obscenity and child pornography; or

o vii. incites discrimination, hate or violence towards one person or a group because of

their belonging to a race, religion, nationality, sexuality, gender or other human rights-

protected group of persons;

 b. engage in threats, harassment, intimidation, stalking or abuse or any conduct that violates the

legal rights of others, including the rights of minors and rights relating to privacy and publicity;

 c. scan or probe another computer system, obstruct or bypass computer identification

procedures or engage in unauthorized computer or network trespass without the express

permission of the owners of such computer systems;

 d. forge headers or otherwise manipulate any protocols or identifiers used in any system or

protocol in such a manner to disguise the origin of any data transmitted using our Services;

 e. impersonate or falsely represent your association with any person, including a representative

of us;

 f. disrupt or threaten the integrity, operation or security of any service, computer or any

Internet system;

 g. disable or circumvent any access control or related process or procedure established with

respect to our Services;

 h. sublicense, share, resell, reproduce, copy, distribute, redistribute, or exploit for any

commercial purposes (except for your internal, personal, non-commercial purposes), any

portion of, use of or access to, any Services, except where expressly authorized by us; or

 i. extract, gather, collect, or store personal information about others without their express

consent.

12. TERMINATION

1. Termination by Us. We may, in our sole discretion, suspend, restrict or terminate your use of our

Services, your Content or your Account, effective at any time, without notice to you, for any reason,

including if the operation or efficiency of our Services or our or any third party’s equipment or network

is impaired by your use of our Services, we have received a third party complaint which relates to your

use or misuse of our Services or you have been or are in breach of any term or condition of this

Agreement.

2. Your Content. You acknowledge and agree that termination, curtailment, or suspension of this

Agreement for any reason may result in restrictions of, disruptions to or cessation of your or third party

access and your Account and Your Content, and you hereby agree to release us from any and all liability

and claims of loss resulting from restrictions, disruptions or cessations. If your use of our Services is

suspended or restricted, we will have no obligation to forward any of Your Content to you or any third

party.

13. GENERAL

1. Interpretation – In this Agreement,

 a. the captions and headings are for convenience only and do not constitute substantive matter

and are not to be construed as interpreting the contents of this Agreement,

 b. the word “including”, the word “includes” and the phrase “such as”, when following a general

statement or term (whether or not non-limiting language such as “without limitation” or “but

not limited to” or other words of similar import are used with reference thereto), is not to be

construed as limiting, and the word “or” between two or more listed matters does not imply an

exclusive relationship between the matters being connected,

 c. all references to website addresses or URLs shall also include any successor or replacement

websites containing substantially similar information as the referenced website(s), and

 d. all monetary amounts expressed are in United States dollars (USD).

2. Waiver of Rights and Remedies – Our failure to insist upon or enforce strict performance of any

provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the

course of conduct between you and us nor trade practice shall act to modify any provision of this

Agreement. Our rights, powers and remedies in this Agreement, including without limitation the right to

suspend, restrict or terminate your access to any portion of our Services, are cumulative and in addition

to and not in substitution for any right, power or remedy that may be available to us at law or in equity.

3. Severability – If any provision of this Agreement is determined to be invalid or unenforceable in whole

or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the

remaining part of such provision and all other provisions hereof shall continue in full force and effect.

4. Governing Law and Jurisdiction – This Agreement shall be governed by and construed in accordance

with the laws of the Province of British Columbia. You hereby irrevocably consent to the exclusive

jurisdiction of the courts of the Province of British Columbia in connection with any matter arising under

this Agreement.

5. Limitation Period – Any cause of action you may have with respect to this Agreement or our Services

must be commenced within one year after the claim or cause of action arose, or it shall be barred.

6. Notices – Any notice, consent, waiver, approval, authorization or other communication to be

delivered in connection with this Agreement:

 a. by us to you will be deemed to have been effectively and validly given if delivered or sent to

any of the contact particulars then listed in your Account, or if prominently posted on the

Website;

 b. by you to us will only be deemed to have been effectively and validly given if in writing and

properly submitted to us through in the user interface for such submissions on the support or

contact section of the Website.

7. Assignment and Inurement – We may at any time assign our rights and obligations under this

Agreement, in whole or in part, without notice to you. You may not assign this Agreement without our

prior, written consent. This Agreement will inure to the benefit of and bind you and us and our

respective personal and legal representatives, successors and permitted assigns.

8. Survival – All provisions that, by their meaning or nature, are intended to survive termination or

expiry of this Agreement shall survive termination or expiration of this Agreement.

9. Relationship – You agree that no joint venture, partnership, employment or agency relationship exists

between us and you as a result of this Agreement or use of our Services.

10. Force Majeure - Neither party shall be responsible for a failure to fulfil its obligations under this

Agreement or for delay in doing so if such failure or delay is due to circumstances beyond its reasonable

control, such as acts of God, acts of government, war, riots, strikes and accidents in transportation, but

excluding a lack of financing, cash or credit.

11. Entire Agreement – This Agreement, as amended from time to time, including any and all

documents, websites, rules, terms and policies referenced herein, constitutes the entire agreement

between us and you with respect to the matters referred to in this Agreement and supersedes all prior

and contemporaneous agreements and understandings, whether electronic, oral or written, between us

and you with respect to such matters.

12. English Language – The parties have requested and agree that this Agreement and all documents

relating thereto be drawn up in English / Les parties ont demandé que cette convention ainsi que tous