SOFTWARE LICENSE AGREEMENT (EDGE)
Effective Date: September 23, 2025
Licensor: Laser Tag Pro Inc. (also doing business under the trade name “Battle Company” for marketing and branding purposes)
Product: EDGE software, including its game engine, related components, and any associated apps such as EDGE Terminal and Callsign, and other Licensor‑developed companion apps and services that interoperate with EDGE (collectively, the “Software”).
Note: This Agreement supersedes and replaces all prior versions related to the Software.
1. Definitions
“Licensee,” “you,” or “your” means the business entity that has entered into this Agreement with Licensor and that installs, accesses, or uses the Software. The Licensee may allow its employees, contractors, or affiliates to use the Software on its behalf, but the Licensee remains the sole party to this Agreement and is fully responsible for all use of the Software.
“Host” means a licensed, activated instance of the Software that controls gameplay and equipment at a Licensee Facility. A Host is tied to a single physical computer or approved device.
“Terminal Station” means a device running an EDGE companion application (including EDGE Terminal) used by players to sign in, view stats, or interact with games at a Licensee Facility.
“Companion Apps and Services” means other apps, APIs, web apps, and cloud services developed by Licensor that are designed to work with EDGE and may use data obtained at a Licensee Facility in accordance with this Agreement.
“Licensee Facility” means the venue(s) where the Software and equipment are operated, including arenas, playfields, and related locations.
“Access Credits” / “Battle Coins” means a prepaid credit or token system within the Software used to enable or unlock features, modules, Hosts, or add‑ons.
“Licensee Content” means content you upload or provide (for example, your logos, images, audio, and video).
“Player Data” means information about players who interact with the Software (e.g., accounts, achievements, play statistics) collected and processed through the Software and related services.
“Documentation” means user manuals, technical specifications, and other written materials provided by Licensor for the Software.
2. Acceptance
By installing, accessing, or using the Software on or after the Effective Date, you acknowledge and agree to be bound by this Agreement. Your continued use after the Effective Date constitutes acceptance of updated terms, which supersede prior license terms for the Software. If you do not agree, you must immediately discontinue use and uninstall the Software.
3. License Grant; Activation; Hosts
3.1 License. Subject to this Agreement, Licensor grants you a limited, non‑exclusive, non‑transferable, non‑sublicensable license to install and use one (1) Host of the Software on a single computer owned or controlled by you. You may make one archival copy for backup purposes only (stored separate from the Host computer).
3.2 Multiple Hosts. You may activate additional Hosts under the same account by purchasing and applying Access Credits (Battle Coins) or by purchasing additional Host licenses as offered by Licensor. Each Host must be separately activated and may be used only on the specific computer where activated. Migrating a Host to a different computer requires Licensor’s tools or written approval and may require re‑activation and/or additional Access Credits.
3.3 Terminals. Terminal Stations may connect to a Host as permitted by the Documentation. Terminal Stations do not constitute additional Hosts and may not be used to operate gameplay independently of a Host.
3.4 No Concurrent Use Beyond Licensed Quantity. You may not use the Software on more Hosts than you have activated, nor may you run a Host on more than one computer at a time. Virtualization or remote desktops that result in concurrent Host access are prohibited unless expressly allowed in the Documentation or by Licensor in writing.
3.5 Archival Copy. Your single archival copy may only be used to reinstall the Software for the same Host; it may not be sold, transferred, or used to run an additional Host.
4. Access Credits (Battle Coins)
4.1 Functionality Unlocks. Certain features, modules, add‑ons, or Host activations require Access Credits. Applying Access Credits grants a license to access the associated functionality; it does not convey any ownership interest.
4.2 No Cash Value; No Refunds. Access Credits are non‑refundable, non‑redeemable for cash, and non‑transferable once applied.
4.3 Changes to Features. Licensor may update, modify, or discontinue features or modules (including those previously unlocked) and may adjust Access Credit pricing or usage requirements.
4A. Subscription Plans; Billing; Renewal
4A.1 Plans and Term. Licensor currently offers fixed‑term subscription plans of six (6) months and twelve (12) months (each, a “Subscription Term”). Unless otherwise specified at checkout, the Subscription Term begins on the initial activation of a Host.
4A.2 Payment; Non‑Refundable. Subscription fees are paid at the time of purchase through the ordering process available in the Services. All fees are non‑refundable and non‑cancelable for the then‑current Subscription Term, except as required by law or as a discretionary accommodation under Section 16A.
4A.3 Renewal Options. Subscriptions are non‑renewing by default. If you enable the auto‑extend subscription option in your account, your subscription will attempt to renew for successive periods equal to the original Subscription Term at then‑current rates, provided that your account holds a sufficient balance of Battle Coins (or other designated credits) to cover the renewal fee. If your account balance is insufficient, the subscription will expire at the end of the current Term. You may disable auto‑extend at any time; disabling prevents future renewals but does not entitle you to a refund for the current Term.
4A.4 Pricing Changes. Licensor may change pricing for future Subscription Terms at any time. The then‑current pricing posted in the Services at the time of purchase or renewal will apply. It is the Licensee’s responsibility to review pricing prior to purchasing or renewing a Subscription.
4A.5 Upgrades and Downgrades. Licensor may offer plan upgrades (e.g., adding Hosts, features, or higher tiers). Upgrades may take effect immediately and, at Licensor’s discretion, may be prorated. Downgrades take effect at the start of the next Subscription Term unless otherwise stated by Licensor. Any bundled Access Credits included with a subscription have no cash value, are non‑transferable, and may expire at the end of the Subscription Term if unused.
4A.6 Taxes and Payment Methods. Fees are exclusive of taxes, duties, and similar governmental charges; you are responsible for such amounts. You authorize Licensor or its payment processor to charge your designated payment method for fees and applicable taxes. Failure to maintain a valid payment method or timely pay fees may result in suspension or termination under Section 17.
4A.7 Nonuse; Pauses. Nonuse of the Software does not entitle you to a refund, credit, or extension.
4A.8 Trials and Promotions. Any free trial or promotional offer is subject to the terms presented at sign‑up and may be modified or withdrawn by Licensor at any time. If auto‑renewal is enabled at the end of a trial, standard billing will begin unless you cancel before the trial ends.
5. Ownership; Branding; Configurations and Templates
5.1 Software Ownership. The Software (including its code, architecture, design, interfaces, game logic frameworks, templates, and all enhancements and updates) is licensed, not sold. All rights, title, and interest in and to the Software and Documentation are and remain with Licensor and its licensors. No rights are granted by implication.
5.2 Licensee Branding. The presence or display of your trademarks, logos, or other marks within the Software does not convey any ownership interest in the Software or its underlying intellectual property.
5.3 Configurations and Game Designs. The Software provides a configurable sandbox for creating games, rule sets, and modes using Licensor’s frameworks. Configurations, rule sets, templates, schemas, and similar structures created within the Software are derivative of the Software and are not proprietary to you. You receive a license to use such configurations within the Software while your license is active.
5.4 Licensee Content. You retain ownership of Licensee Content you upload (e.g., your images/audio/video). You grant Licensor a worldwide, non‑exclusive, royalty‑free license to host, store, transmit, display, and process Licensee Content solely to provide the Software and related services and to support backup, diagnostics, and security. This license extends to Companion Apps and Services that interoperate with EDGE, including those that use data obtained at your Licensee Facility (e.g., arena/battlefield). You represent and warrant that you have all necessary rights to provide Licensee Content and that it will not infringe third‑party rights or violate law.
5.5 Player Data. Player Data is collected and processed within Licensor’s services to operate player accounts, stats, and gameplay features. Player accounts and the underlying platform for Player Data are part of the Software (including the Callsign App) and are not owned by the Licensee. Subject to applicable law and Licensor’s policies, the Licensee may access certain Player Data for legitimate business purposes at its facility (e.g., facilitating gameplay, viewing stats presented to customers), but the Licensee does not acquire any ownership of Player Data, player accounts, or player audiences (followers/contacts) accessible through Callsign. Players may access their own stats and account information via Callsign, subject to Licensor’s policies and app‑store terms. Player Data collected at a Licensee Facility may be used across Licensor’s ecosystem (e.g., Callsign and other Companion Apps and Services) to deliver cross‑app features and experiences, in accordance with this Agreement and applicable law.
6. Cloud Services; Storage and Processing
6.1 Hosting. The Software may store and process Licensee Content, configurations, and Player Data on Licensor‑controlled cloud infrastructure (e.g., Amazon Web Services). Some functionality may require an active internet connection.
6.2 Retention. Licensor may retain data for operational, backup, security, and legal purposes. Licensor may delete or anonymize data after inactivity periods or termination, consistent with Licensor’s policies.
6.3 Privacy; Roles. Licensor acts as a service provider/processor for certain Licensee Content and Player Data. The Licensee is responsible for obtaining any notices or consents required by law (including for minors where applicable) and for configuring its use of the Software in compliance with privacy and data‑protection laws at its facilities.
6.4 Ecosystem Interoperability and Data Use. Licensor may use and allow access to Licensee Content and Player Data collected at your Licensee Facility (e.g., arena/battlefield) across the Software ecosystem—including Callsign and other Companion Apps and Services—to provide features such as cross‑device player stats, identity/account linking, in‑app messaging, leaderboards, promotions, anti‑fraud/anti‑abuse, safety, analytics, and product improvement, in accordance with this Agreement and applicable law. Licensor may share such data with its processors/service providers for these purposes.
6A. Callsign App (Player Mobile App); Player Messaging
6A.1 Features. Callsign allows players to view their stats associated with the Software, receive messages from the Licensee, and access Licensee business information such as hours, promotions, and event details.
6A.2 Roles and Ownership. Player accounts, the Callsign platform, and related communication channels are part of the Software. The Licensee does not own player accounts, player audiences, or communication channels; access is provided only while the Licensee’s license is active and in compliance with this Agreement.
6A.3 Messaging Compliance. The Licensee is solely responsible for the content of messages it sends through the Software or Callsign and must comply with applicable communications, privacy, and consumer‑protection laws (including consent/notice requirements, age‑related requirements, and do‑not‑contact/opt‑out obligations). The Licensee must respect in‑app notification settings and any opt‑out or preference choices made by players. Licensor may provide tools to help obtain or record consent, but the Licensee remains responsible for its own compliance.
6A.4 Moderation; Rate Limiting. Licensor may filter, moderate, or rate‑limit messages, or suspend/disable messaging features, to protect players, maintain service integrity, or comply with law, platform, or app‑store policies.
6A.5 App Store Terms. Callsign is distributed via third‑party app stores (e.g., Apple App Store, Google Play) and is subject to their terms and policies. Availability may vary by region/device. Licensor may update or remove Callsign to comply with store policies or legal requirements.
6A.6 No Emergency Use. Callsign is not intended for emergency communications or dispatch. Do not use it to request or provide emergency services.
7. Restrictions
7.1 No Reverse Engineering. You may not decompile, reverse‑engineer, disassemble, or otherwise attempt to derive source code, underlying ideas, algorithms, or non‑public interfaces of the Software, nor permit or enable any third party to do so, except to the extent such restriction is prohibited by applicable law.
7.2 No Circumvention or Scraping. You may not bypass or defeat license keys, Access Credit mechanisms, security controls, usage limits, or APIs; scrape databases; or access the Software in any manner not expressly permitted by the Documentation.
7.3 No Modification or Derivatives. You may not modify, adapt, translate, or create derivative works of the Software or Documentation. You may configure the Software only through supported settings, templates, and tools.
7.4 Database Use. You may not use the database or data‑storage portions of the Software with any software other than the Software, nor create separate tables, reports, or exports except through supported features and APIs.
7.5 No Unlicensed Copies. Other than the single archival copy permitted in Section 3, you may not copy the Software. You may not host or provide the Software as a service bureau or for time‑sharing, outsourcing, or multi‑tenant use without Licensor’s prior written consent.
7.6 Compliance. You will not use the Software in violation of law, including laws related to privacy, child data, consumer protection, anti‑spam, export, or sanctions.
8. Transfer; Assignment; Sublicensing
8.1 No Transfers. You may not sell, rent, lease, lend, sublicense, assign, or otherwise transfer the Software, any Host activation, or any rights under this Agreement without Licensor’s prior written consent. Any attempted transfer in violation of this Section is void.
8.2 Corporate Transactions. A change of control or internal reorganization does not by itself constitute an assignment; however, continued use post‑transaction remains subject to this Agreement and may require Host re‑activation or updated account information.
8.3 Audit/Verification. Licensor may remotely verify compliance (e.g., Host count, version, Access Credit usage) through the Software’s telemetry. You agree not to disable telemetry used for license verification.
9. Updates; Support; Third‑Party Components
9.1 Updates. Licensor may provide updates, patches, or new versions. Updates may be required for security, compatibility, or functionality. Updates are deemed part of the Software and subject to this Agreement.
9.2 Support. Any support or maintenance offering (if purchased or included) is provided under then‑current support terms and does not alter the warranty disclaimers or liability limitations herein.
9.3 Third‑Party Software. The Software may include or interoperate with third‑party components subject to their own licenses (including open‑source licenses). Licensor will make applicable third‑party license notices available; in the event of a conflict between such third‑party terms and this Agreement, the third‑party terms govern with respect to the relevant component.
10. Feedback; Telemetry; Publicity
10.1 Feedback. If you send ideas or suggestions regarding the Software, you grant Licensor a perpetual, irrevocable, worldwide, sublicensable, royalty‑free license to use and incorporate them without restriction.
10.2 Telemetry. The Software may transmit technical and usage data (e.g., version, device type, feature usage, error logs) to improve performance, security, and licensing. Telemetry does not include Licensee Content except as necessary for diagnostics or as otherwise described in Licensor’s policies.
10.3 Publicity. Licensor may identify you as a customer (name and logo) in a list of customers and in marketing materials, unless you notify Licensor in writing to opt out.
11. Security; Network Requirements
You are responsible for securing your networks, equipment, and credentials. Licensor does not warrant that the Software is immune from unauthorized access or attack. You must promptly apply updates, use supported operating systems/hardware, and follow the Documentation.
12. U.S. Government End‑Users
The Software is “commercial computer software” and “commercial computer software documentation” as defined in FAR 2.101 and is licensed to U.S. Government end‑users only as commercial items with the same rights and restrictions applicable to non‑governmental users.
13. Export; Sanctions
You will comply with all applicable export control and sanctions laws and regulations. You represent that you are not located in, under control of, or a national or resident of any country or entity subject to U.S. embargoes or sanctions and are not a denied or prohibited party.
14. Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED IN A WRITTEN WARRANTY STATEMENT FROM LICENSOR, THE SOFTWARE AND ANY SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, SECURE, OR ERROR‑FREE. YOU ARE RESPONSIBLE FOR DETERMINING WHETHER THE SOFTWARE MEETS YOUR NEEDS, INCLUDING SECURITY AND AVAILABILITY REQUIREMENTS, AND FOR MAINTAINING APPROPRIATE BACKUPS.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LICENSOR OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LICENSOR’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO LICENSOR FOR THE SOFTWARE LICENSE FEES (EXCLUDING ACCESS CREDITS) DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages; in such jurisdictions, the exclusions and limitations above apply to the maximum extent permitted by law.
16. Remedies
If the Software materially fails to conform to the Documentation and you notify Licensor within the applicable warranty period (if any), Licensor may, at its option and as your exclusive remedy: (a) repair or replace the Software; or (b) refund the license price you paid for the affected Software (excluding Access Credits and any shipping/handling). Replacement may be a functionally equivalent version.
16A. Discretionary Accommodations; No Waiver
16A.1 From time to time Licensor may, in its sole discretion and without obligation, provide goodwill or courtesy accommodations (for example, credits, extensions, fee waivers, or refunds), including where the Software was not used. Any such accommodation is provided without prejudice, does not amend this Agreement, and does not constitute a waiver or commitment to provide similar treatment in the future.
16A.2 Unless otherwise stated in writing by Licensor, goodwill credits have no cash value, are non‑transferable, may be used only within the Software, and may expire. Licensor reserves the right to determine eligibility and to condition any accommodation on account standing, verification, or compliance with this Agreement and applicable law.
16A.3 Licensor’s failure or decision not to enforce any term on any occasion shall not be deemed a waiver of that or any other term, nor shall any course of dealing or trade usage create a modification of this Agreement.
17. Term; Suspension; Termination; Effect
17.1 Term. This Agreement begins on the Effective Date and continues until terminated as set forth herein.
17.2 Suspension. Licensor may suspend the Software or your access (in whole or part) immediately if Licensor reasonably believes you violated this Agreement, if required by law, or to address a security or integrity risk.
17.3 Termination. Either party may terminate for material breach not cured within thirty (30) days after written notice. Licensor may also terminate immediately for infringement concerns, illegal use, or attempts to bypass licensing or security.
17.4 Effect of Termination. Upon termination, your licenses immediately cease, and you must stop using and uninstall the Software and destroy all copies (including backups). Sections that by their nature should survive (including 5, 6, 7, 8.3, 9.3, 10, 11, 12, 13, 14, 15, 17.4, 18, and 20–22) will survive.
18. Changes to the Agreement
Licensor may modify this Agreement for future releases or renewals. Material changes will be posted in the Software or at a referenced URL, with the Effective Date updated. Your continued use after the effective date of changes constitutes acceptance. If you do not agree, you must stop using the Software and uninstall it.
19. Force Majeure
Licensor will not be liable for delays or failure to perform due to events beyond its reasonable control, including acts of God, labor disputes, internet or utility failures, government actions, war, terrorism, epidemics, or natural disasters.
20. Governing Law; Venue; Injunctive Relief
This Agreement is governed by the laws of the State of Wisconsin, without regard to conflict‑of‑law rules. The parties consent to the exclusive jurisdiction and venue of state and federal courts located in Milwaukee County, Wisconsin for disputes not subject to arbitration (if any). You agree that unauthorized use or disclosure of the Software or Licensor’s confidential information may cause irreparable harm for which monetary damages are inadequate, and Licensor may seek injunctive relief without posting bond.
20A. International Users; Regional Terms
20A.1 Scope. This Section 20A applies only to Licensees located outside the United States or otherwise subject to non‑U.S. laws. U.S. domestic Licensees are not subject to the provisions in this Section 20A.
20A.2 Business Use Only. The Software is licensed solely for business and commercial use by Licensees. It is not intended for personal, family, or household use. If mandatory consumer protections apply to you under local law, nothing in this Agreement is intended to limit those non‑waivable rights.
20A.3 Local Compliance. You are responsible for complying with the laws and regulations of the jurisdictions in which you operate (including privacy/data‑protection, marketing/communications, age‑related consents, employment, health/safety, and consumer laws). Licensor does not provide legal advice and makes no representation that the Software meets any specific local legal requirement.
20A.4 Cross‑Border Transfers. You acknowledge that Licensee Content and Player Data may be transferred to and processed in the United States and other countries where Licensor or its service providers operate. To the extent required by law (e.g., transfers from the EEA/UK/Switzerland), Licensor will implement lawful transfer mechanisms (such as the EU Standard Contractual Clauses and/or UK international data transfer mechanisms) for such transfers.
20A.5 Data Processing Terms. Where Licensor processes personal data on your behalf and you are subject to EEA/UK/Swiss/Brazilian data‑protection laws, such processing is governed by Licensor’s Data Processing Terms made available within the Software or at a URL designated by Licensor, as updated from time to time, which are incorporated by reference into this Agreement. In the event of a conflict between this Agreement and the Data Processing Terms with respect to such processing, the Data Processing Terms control.
20A.6 Taxes; Withholding; Gross‑Up. Fees are exclusive of all taxes, duties, levies, and similar governmental charges (including VAT/GST). You are responsible for such amounts, excluding taxes based on Licensor’s net income. If you are required by law to withhold taxes on payments, you will gross up the amounts payable so that Licensor receives the amounts it would have received had no withholding been required, and you will provide reasonable documentation of the withholding upon request.
20A.7 Currency; FX Fees. Unless stated otherwise by Licensor, all fees are payable in U.S. dollars. If Licensor offers pricing or billing in another currency, you are responsible for any currency conversion or foreign exchange fees charged by your bank or payment provider.
20A.8 Translations; Language. This Agreement is drafted in English. Any translation provided by Licensor is for convenience only, and in case of conflict, the English version controls. Notices and communications may be provided in English.
20A.9 Regional Availability. Certain features, integrations, or services may be unavailable, limited, or modified in some jurisdictions to comply with local law, app‑store rules, or technical limitations. Licensor may geo‑restrict or disable features where necessary.
21. Severability; Waiver; Assignment
If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and be construed to effect the parties’ intent. Failure to enforce any provision is not a waiver. You may not assign this Agreement (by operation of law or otherwise) without Licensor’s prior written consent. Licensor may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
22. Entire Agreement; Order of Precedence; Notices
22.1 Entire Agreement. This Agreement, together with the Documentation and any express written warranty or support terms provided by Licensor, constitutes the entire agreement regarding the Software and supersedes all prior or contemporaneous understandings.
22.2 Order of Precedence. If there is a conflict between this Agreement and the Documentation, this Agreement prevails.
22.3 Notices. Notices to Licensor must be sent to Laser Tag Pro Inc., 9100 S. Nicholson Rd., Oak Creek, WI 53154, USA (Attn: Legal) with a copy to legal@battlecompany.com. Notices to you may be provided within the Software, to your account email, or to your physical address on file.
Acknowledgement
BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS.