General Publishing Terms

(PUBLIC OFFER) Effective date: June 26, 2025. These General Publishing Terms (hereinafter – the “Terms”) constitute a public offer by BITQUEST LTD., a company incorporated and registered in the Republic of Cyprus, under registration No. ΗΕ 469598 whose registered office is at Kallipoleos 3, GEOGAS TOWER, Flat/Office 102, Nicosia 1055, Cyprus (the “Publisher”), to any person or entity (the “Developer”) (together the Publisher and the Developer are referred to as the “Parties”) to conclude a software publishing agreement on the terms set forth below. These Terms set forth the standard conditions under which the Publisher engages the Developer. These Terms, together with a Specific Publishing Agreement signed by the Parties, constitute the entire and binding agreement (the “Agreement”) between the Parties. A Developer accepts these Terms and enters into a binding Agreement by executing a Specific Publishing Agreement with the Publisher.

1. DEFINITIONS

1.1. Agreement - means these General Publishing Terms together with the relevant Specific Publishing Agreement signed by the Parties.

1.2. Certificate - a source accounting document, which is drafted by the Publisher confirming the amount of the Developer's Remuneration. The Certificate reflects specific information for the reporting period, including the Software income, promotion costs, net software income, and the Developer's Remuneration. The P&L report is attached to the Certificate.

1.3. Confidential Information - information of commercial value, kept confidential by the disclosing Party, which may include details relating to technologies, products, software, services, development, marketing, or finances.

1.4. Costs and expenses for promotion and advertising of the Software - all costs incurred by the Publisher from the amount of Software income (revenue) for the purposes of promotion of the Software, including, but not limited to, the fees of the advertising platforms and marketplaces, and any marketing costs.

1.5. BitQuest Branding - All logos, trademarks, characters, visual styles, and other branding elements associated with the “BitQuest” intellectual property owned by the Publisher.

1.6. Net Software Income - Software income (revenue) excluding Costs and expenses for promotion and advertising of the Software and Other costs and Expenses, determined based on the Publisher's P&L report.

1.7. Platform - means any digital distribution platform, game store, or marketplace where the Software may be published, distributed, or sold, including but not limited to PC game stores, console marketplaces, and mobile app stores.

1.8. The P&L Report - a financial Report that summarizes the Software income (revenue), costs, and expenses, which shall be submitted to the Developer to confirm the remuneration specified in the Certificate. This report may reflect data recalculations for previous periods.

1.9. The Reporting period - a time period equal to one calendar month. The first, last, and other partial calendar months are considered independent reporting periods.

1.10. The Software - a computer program (including a game or other application for personal computers, consoles, mobile devices, and other platforms) created by the Developer and indicated in the corresponding Specific Agreement.

1.11. Software income (revenue) - the total amount of income (revenue) generated from the Software publishing activity. This amount is reduced by “Other costs and Expenses” such as third- party commissions, taxes, bank fees, fraud-related costs, chargebacks, and refunds.

1.12. Software publishing activity (Publishing) - use by one person (Publisher) of Software developed by another person (Developer) on the basis of a license contract concluded between them, providing for the granting of property rights to the publisher in respect of the Software for its commercialization by the publisher in any way, approved by the Developer in working order (inter alia by e-mail), including its modification (adaptation), promotion, distribution.

1.13. The Territory - means the geographical area specified in the relevant Specific Agreement.

2. SUBJECT MATTER

2.1. The Publisher carries out the Software publishing activity in any form and by any means, through the Territory.

2.2. The Developer provides the Publisher with a non-exclusive license for a fee to use the Software in the Territory, which includes the following Software rights (methods of use), including the right to grant the License in the manner of concluding sublicensing contracts with third parties:

2.2.1. modification (adaptation), localization of the Software, including visual adaptation to conform to the BitQuest Branding guidelines;

2.2.2. advertising and promotion of the Software by setting up and managing ads in the advertising and social networks, as well as placement of advertisements of third parties within the Software, including placement of advertisements by third parties within the Software, advertising and promotion of the Software by other ways;

2.2.3. publishing, distribution of the Software primarily by integrating and making the Software available within the Publisher's proprietary application “BitQuest” (the “BitQuest App”), as well as2 through any digital distribution platforms, including but not limited to game stores (such as Steam, Epic Games Store), console marketplaces (such as PlayStation Store, Microsoft Store), and mobile app stores (such as App Store, Google Play, Telegram Store etc.), at the Publisher’s discretion;

2.2.4. granting to third parties (end users) the right for using the Software for purposes not connected with receiving the income, in compliance with such Software intended purpose. The scope of the transferred rights to the end users includes only the Software installation to the user’s device (such as a personal computer, gaming console, mobile phone, tablet, etc.) and its operation (using the functionality) for the direct intended purpose;

2.2.5. granting the right to the Software in the amount necessary to carry out distribution of the Software in the games and app stores, advertising and promotion of the Software through advertising or social networks to third persons who are operators of the games and app stores, advertising or social networks;

2.2.6. reproduction of the Software;

2.2.7. publicly performing and other ways of making the Software available to third parties in any game and app store at the Publisher’s discretion;

2.2.8. use of the audiovisual component of the Software (characters, fragments, sounds, other elements of the Software), the name of the Software, logo of the software in the following ways: modification (adaptation), reproduction, distribution, public display and other communication to the public, for the purposes of advertising and promotion of the Software, production of advertising /marketing materials.

2.3. Generation of Software income (revenue) by the Publisher could be conducted in the following ways:

2.3.1. in-game advertising, including placing advertisements through third parties;

2.3.2. in-game purchases, including but not limited to microtransactions, downloadable content (DLC), and the sale of virtual goods or currency;

2.3.3. other ways at the Publisher’s discretion but approved by the Developer in advance.

2.4. The Publisher grants the Developer a non-exclusive, non-transferable, royalty-free license to use the BitQuest Branding solely for the purpose of visually adapting the Software during the Term. The Developer shall adhere to style guidelines and obtain prior written approval for all uses of the BitQuest Branding. This license terminates automatically upon the termination of the Agreement.

3. TRANSFER OF THE SOFTWARE RIGHTS

3.1. The rights to the Software are deemed granted to the Publisher from the moment of signing the corresponding Specific Agreement and the delivery-acceptance certificate.

3.2. Within 3 (three) business days from signing the Specific Agreement, the Developer shall provide the Publisher with access to the Software.

3.3. The License period lasts from the moment of signing the Specific Agreement and the delivery- acceptance certificate until the expiration or termination of the Agreement.

4. SOFTWARE PUBLISHING PROCEDURE

4.1. The Publisher has the right to modify the Software, including adaptation, localization, and integration of various SDKs. All modifications must adhere to reasonable technical and quality standards.

4.2. The Publisher is entitled to determine the strategy for publishing, monetization, and promotion of the Software.

4.3. The Publisher conducts the process of presenting the Software on Platforms under its own account, unless otherwise provided.

4.4. If a Platform refuses to approve the Software, the Developer shall cooperate with the Publisher to correct the reasons for refusal.

4.5. The rights to any intellectual property objects created from modifications of the Software by the Publisher are the property of the Publisher. The Developer retains all rights to the original Software. Ownership of rights to derivative works shall be agreed upon separately in writing.

5. LICENSE FEE AND PROCEDURE OF PAYMENT

5.1. The amount of the Developer’s license fee for the License granted (“Developer’s Remuneration”) is determined in the Specific Agreement.

5.2. Unless otherwise provided in the Specific Agreement, the Publisher shall provide the Developer with a P&L report no later than 60 (sixty) days after the end of a Reporting period in which the Net software income exceeds 1000 (one thousand) US dollars. The Developer is entitled to verify the data in such reports, and the Publisher must provide access to online administrator offices upon request.

5.3. Unless otherwise provided in the Specific Agreement, a Certificate shall be sent to the Developer for signing no later than 60 (sixty) days from the end of a reporting period in which the Net software income exceeds 1000 US dollars.

5.4. If the Net software income does not exceed 1000 US dollars in a given month, the reporting period is extended until the end of the month in which this threshold is met. A P&L report for months below the threshold will still be provided.

5.5. The Developer’s Remuneration shall be transferred within 60 (sixty) days from the end of the reporting period in which the Net software income exceeds 1000 US dollars. The payment currency is the US dollar.

5.6. All payments under the Agreement are made by bank transfer to the Developer's bank account specified in the Specific Agreement or by any other means agreed by the Parties hereto.

5.7. Each Party is responsible for taxes and duties charged in its own territory. Bank transfer costs in favor of the Developer are imposed on the Developer.

6. SEQUELS

6.1. During the Term, the Publisher will have the exclusive option to provide publishing services for any Sequel on the same terms and conditions.

6.2. A “Sequel” is a standalone game developed by the Developer that is part of the same series as the Game or positioned as a sequel.

6.3. If the Publisher elects to exercise its right, it must confirm its decision in writing within 15 business days of receiving notice from the Developer.

7. REPRESENTATIONS AND WARRANTIES

7.1. The Developer represents and warrants that it has all necessary rights to grant the non-exclusive license contemplated by this Agreement and that the execution of this Agreement does not and will not violate any other agreement to which the Developer is a party.

7.2. The Developer represents and warrants that the Software provided to the Publisher under the Agreement is not the subject of pledge, encumbrance, claim, litigation or arbitration proceedings, which are under consideration, preparation or threatened by litigation.

7.3. The Developer represents and guarantees that neither the Software nor the rights, licenses or other permissions granted to the Publisher in accordance with the Agreement violate and will violate any intellectual property rights or other rights of third parties, and will lead to any claims from third parties.

7.4. The Developer is familiar with the disclosure process to ESRB and/or its foreign equivalent(s) (e.g., PEGI, USK) (together, “Rating Agencies”) for rating purposes. The Developer disclosed (or will disclose) to Publisher for communication to the Rating Agencies all information and content of the Software in connection with rating known by the Developer to be pertinent. The Developer will be solely and fully responsible for any penalties which may be imposed on Publisher by the Rating Agencies or authorities as a result of the Partner’s failure to disclose all information and content of the Software known by the Developer to be pertinent. In addition, if the Developer’s failure to provide information leads to a change in the rating and related costs on the part of Publisher, the Developer will reimburse Publisher for reasonable expenses within 10 business days from the date of receipt of the request of Publisher.

7.5. The Developer represents and guarantees that he is the valid, complete and sole owner of the Software, including the documentation and source code of the Software.

7.6. For the avoidance of doubt, the Developer hereby grants to the Publisher right and license in the third-party IP to the extent possible under the third-party licenses necessary to use the Software hereunder. Third party IP means licensed open source or third-party Software and intellectual property used in the Software.

7.7. The Developer warrants to the Publisher that it has received from the authors of the Software all necessary permissions to use the Software (and that the Publisher has the right to use the Software) without specifying the name/pseudonym of the author (anonymously), the right to publish the Software, the right for its modification.

8. CONFIDENTIALITY

8.1. The Parties undertake the obligations to keep the confidentiality of the technical documentation, source files and the confidential information received from the Parties.

8.2. The Parties agree that each Party has the right of ownership and all possible exclusive rights to information that constitutes commercial (personal, if applicable) secrets of the Parties, regardless of the form of storage, which includes but is not limited to the following:

8.2.1. all databases and other materials, access to which is provided by the Parties during the period of the Agreement for its execution;

8.2.2. any information contained in legal, technical and/or other special documentation of the Parties, including statistical, financial (accounting) nature;

8.2.3. any information related to financial operations of both the Parties and their business partners;

8.2.4. any information related to activities of the Parties and their partners, on scientific, technical, legal, commercial and other developments in progress;

8.2.5. any information on personnel of the Parties and their partners;

8.2.6. assignments of the Parties and their parts, databases of clients and partners, other similar documents developed by the Parties and their partners;

8.2.7. any information on commercial activities of the Parties and their partners, not distributed by the Parties in mass media, telecommunication networks, including the Internet global computer network;

8.2.8. any other information about the Parties and their partners that is not publicly available, including information related to technologies, developments, products, computer programs, services, development, creative projects, inventions, industrial designs, drawings, design documentation, marketing and finance.

8.3. Each Party agrees to keep all confidential information of the other Party separate from its own documents in a safe and secure place. The Parties shall use all commercially reasonable efforts to protect the confidential information from any harm, tampering, unauthorized access, sabotage, exploitation, manipulation, modification, interference, misuse, misappropriation, copying or disclosure.

8.4. The provisions of this Section shall not apply to the confidential information to the extent that: (i) it has become generally known for reasons not related to the violation of this Section; (ii) its disclosure has been approved by the Party in possession of the confidential information; (iii) it is disclosed on a confidential basis for the purpose of obtaining professional advice; (iv) its disclosure is required by the legislation, authorized by a court, stock exchange or state body.

8.5. The recipient Party shall provide the other Party with a reasonable opportunity to verify the disclosed information and to object to the disclosure of the relevant Confidential Information.

8.6. The obligations on keeping the confidential information will remain in force after the termination of the Agreement.

9. LIABILITY OF THE PARTIES

9.1. Publisher's Liability for Late Payment. For a delay in payment by the Publisher to the Developer of the Developer’s Remuneration in accordance with the terms of the Agreement for 30 (thirty) calendar days or more, the Publisher shall pay a penalty in the amount of 0.1% (one tenth of the percentage point) of the unpaid amount for each day of delay, but not more than 10% (ten percent) of the outstanding amount, upon the written request of the Developer.

9.2. Developer's Liability for Late Delivery. For breach of the terms for provision of the Software to the Publisher provided by clause 3.2 hereto, at the written request of the Publisher, the Developer

shall pay a penalty (fine) in the amount of 0.1% (one tenth of the percentage point) of the Net Software Income generated by the Publisher in the nearest reporting period (following the breach) for each day of delay. If the delay exceeds 90 (ninety) calendar days, the Developer, at the written request of the Publisher, shall pay a penalty in the amount of 5,000 (five thousand) US dollars.

9.3. Developer's Liability for Breach of Warranties. If the Developer breaches any of the representations and warranties set forth in Section 7 hereof, the Developer shall indemnify and hold harmless the Publisher from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to such breach.

9.4. Developer's Liability for Defects. The Developer shall be liable for any defects in the Software that materially affect its functionality or performance. The Developer's liability under this clause shall be limited to the obligation to correct such defects as provided in Section 10 (Technical Support and Defect Correction) hereof.

9.5. Limitation of Liability. EXCEPT FOR (A) DEVELOPER'S OBLIGATIONS UNDER CLAUSES 9.3 (BREACH OF WARRANTIES) AND 9.7 (CONFIDENTIALITY), AND (B) PUBLISHER’S OBLIGATIONS UNDER CLAUSE 9.7 (CONFIDENTIALITY), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT (EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 5) SHALL NOT EXCEED THE TOTAL AMOUNT OF DEVELOPER'S REMUNERATION PAID TO THE DEVELOPER UNDER THE AGREEMENT IN THE 12 (TWELVE) MONTHS PRECEDING THE DATE THE CLAIM AROSE.

9.6. Force Majeure. The Parties are released from their responsibility for non-execution of obligations under the Agreement if such non-execution is caused by force majeure circumstances that cannot be foreseen and prevented by the Parties, namely: natural disasters, actions of state authorities and regulatory bodies, military actions, blockade, epidemic, strike, acts of terrorism, and other similar extraordinary and unavoidable events. The Party failed to execute the obligations under the Agreement influenced by Force Majeure circumstances shall notify within 10 (ten) days in writing the other Party about the beginning of those circumstances, providing reasonable evidence of such circumstances, and the obligations execution will be postponed for the period of duration of these circumstances. If the Force Majeure circumstances continue for more than 90 (ninety) days, either Party may terminate the Agreement upon written notice to the other Party.

9.7. Liability for Breach of Confidentiality. Each Party shall be liable for any unauthorized disclosure of Confidential Information in breach of Section 10 hereof. The breaching Party shall be liable for actual and direct damages proven to have resulted from such breach. Loss of profit shall not be subject to reimbursement unless directly and demonstrably caused by the breach of confidentiality.

9.8. Notice of Circumstances. Each Party shall notify the other Party in advance of the following events or circumstances: reorganization of the Party; insolvency, bankruptcy, or liquidation of the Party.

9.9. Survival. The limitations of liability set forth in this Section 9 shall survive the termination or expiration hereof.

10. TECHNICAL SUPPORT AND DEFECT CORRECTION

10.1. Support Levels. The Developer shall provide technical support to the Publisher for the Software in accordance with the following levels: • Level 1 (Critical Defects): Defects that prevent the Software from functioning or cause a complete loss of user data. • Level 2 (Major Defects): Defects that significantly impair the functionality of the Software or cause a partial loss of user data, but do not prevent the Software from being used. • Level 3 (Minor Defects): Defects that cause minor inconveniences or cosmetic issues, but do not significantly impair the functionality of the Software. • Level 4 (Enhancement Requests): Requests for new features or improvements to the Software.

10.2. Reporting Defects. The Publisher shall report any defects in the Software to the Developer in writing (via email to the address specified in Section 13), providing a detailed description of the defect, steps to reproduce it, and any relevant error messages or logs. The Publisher shall reasonably classify the defect according to the levels defined in Section 10.1.

10.3. Response and Resolution Times. The Developer shall respond to defect reports and provide a workaround or a fix within the following timeframes:

• Level 1 (Critical Defects): Response within 4 hours; Workaround within 24 hours; Fix within 72 hours. • Level 2 (Major Defects): Response within 8 hours; Workaround within 48 hours; Fix within 14 days. • Level 3 (Minor Defects): Response within 24 hours; Fix in a subsequent update of the Software, at the Developer's reasonable discretion. • Level 4 (Enhancement Requests): The Developer shall consider enhancement requests but is under no obligation to implement them. Any implementation of enhancement requests shall be subject to separate agreement between the Parties. All response and resolution times are measured in business days (Monday to Friday, excluding public holidays in Developer’s country of residence).

10.4. Cooperation. The Developer and the Publisher shall cooperate in good faith to diagnose and resolve defects in the Software. The Publisher shall provide reasonable assistance to the Developer, including providing access to relevant systems and data, as necessary to resolve the defect.

10.5. Updates and Patches. The Developer shall provide the Publisher with updates and patches to the Software to correct defects and, at the Developer's discretion, to implement enhancements. The Publisher shall be responsible for distributing such updates and patches to end users.

11. SOFTWARE ACCEPTANCE

11.1. Acceptance Testing. Upon delivery of the Software (as described in clause 3.2), the Publisher shall have a period of 10 (ten) business days to conduct acceptance testing (“Acceptance Period”).

11.2. Acceptance Criteria. The Software shall be deemed accepted (“Acceptance”) if, during the Acceptance Period, it substantially conforms to the specifications and functionality described in the Specific Agreement and is free from Level 1 and Level 2 Defects (as defined in clause 10.1).

11.3. Rejection. If the Software does not meet the Acceptance Criteria, the Publisher shall notify the Developer in writing within the Acceptance Period, specifying the reasons for rejection and providing sufficient detail to allow the Developer to reproduce the issue.

11.4. Correction and Resubmission. If the Software is rejected, the Developer shall have a reasonable period of time, not to exceed 15 (fifteen) business days, to correct the identified defects and resubmit the Software for acceptance testing. The provisions of this clause shall apply to any resubmitted Software.

11.5. Deemed Acceptance. If the Publisher fails to notify the Developer of rejection within the Acceptance Period (or any extension thereof agreed upon in writing by the Parties), the Software shall be deemed accepted.

12. TERM AND TERMINATION

12.1. The term of the Agreement is specified in the Specific Agreement. The Agreement can be renewed by written amendment.

12.2. The Publisher may terminate for convenience with 30 days' notice. The Developer may terminate for convenience with 90 days' notice, subject to paying a penalty of 30% of the Net Software Income received.

12.3. Either Party may terminate for a material breach that is not cured within 30 days of notice.

12.4. Upon termination, all licenses terminate, publishing activities cease, outstanding payments must be made, and Confidential Information must be returned or destroyed.

12.5. A 90-day "Sell-Off Period" allows the Publisher to continue distributing existing copies of the Software to users who had access before termination, with remuneration paid to the Developer.

13. NOTIFICATIONS AND CORRESPONDENCE

13.1. The Parties admit the legal force of documents and information transferred via specified e-mail domains. The term “in writing” includes e-mail.

13.2. Formal notices shall also be sent by registered mail or courier service to the addresses specified in the Specific Agreement.

13.3. The Parties undertake to inform each other in writing about changes to their legal details or contact information within 3 days.

14. APPLICABLE LAW AND DISPUTE RESOLUTION PROCEDURE

14.1. The Agreement shall be governed by the laws of Republic of Cyprus.

14.2. Parties shall try to settle any dispute arising out of or in connection with the present Agreement by friendly negotiation.

14.3. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by competent courts of Republic of Cyprus.

15. MISCELLANEOUS

15.1. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

15.2. Entire agreement. This Agreement contains the entire agreement between the Parties with respect to the scope of services included herein and supersedes all previous written and oral negotiations, commitments and understandings.

15.3. Amendment and alteration. This Agreement may not be modified except by an instrument in writing signed by Parties or their duly authorized representatives.

15.4. Independent partner. This Agreement does not make either party the employee, joint venturer, partner, agent, or legal representative of the other for any purpose whatsoever. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party. In fulfilling its obligations under this Agreement each party will be acting as an independent partner.

15.5. Counterparts. This Agreement may be executed in separate counterparts, each of which when executed and delivered shall be an original, but all of which shall together constitute but one and the same instrument.

15.6. No wavier. No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

15.7. Assignment and sub-contracting. This Agreement is personal to the Parties. Neither Party may assign, transfer, mortgage, or charge or otherwise delegate any of its rights hereunder, or sub- contract or otherwise delegate any of its obligations hereunder or deal in any other manner with any of its rights and obligations under this Agreement without the written consent of the other Party, such consent not to be unreasonably withheld.

15.8. Severance. If any provision or part of a provision of this Agreement is held by any court or other competent authority to be invalid, illegal or unenforceable, it shall be deemed to be deleted, and this Agreement shall continue to be valid and enforceable as to its other provisions and the remainder of the affected provision.

15.9. Language. These Terms may be drafted in other languages. In the event of any conflict or inconsistency between the English version and any other language version, the English version shall prevail.

16. CONTACT US

16.1. If you have any questions about these Terms, please contact us at [email protected].