This Game License Agreement (“Agreement”) is entered into by and between Next Clue, LLC, along with its affiliates (“Licensor,” “we,” “us,” or “Next Clue”) and You (“Licensee”). This Agreement outlines the terms and conditions governing the Licensee’s use of the Next Clue Scavenger Hunt game(s) (the “Game” or “Games”), available for download on www.next-clue.com along with all related software, documentation, and intellectual property rights.

BY PURCHASING OR DOWNLOADING ANY AND ALL GAME(S), LICENSEE ACKNOWLEDGES AND AGREES TO BE BOUND TO THE TERMS SET FORTH IN THIS AGREEMENT.

Licensee desires to license the Game from Licensor for use in accordance with the terms and conditions set forth in this Agreement.

In consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. Definitions.

“Commercial Purposes” means any use of the Game, in whole or in part, that is intended for monetary gain, business activities, or public distribution in exchange for compensation including:

• Selling Tickets. If a Licensee is hosting a scavenger hunt at, but not limited to, a  retail store, public or private venue, private home, online platform, and is charging a fee for admission (selling tickets), such use of the Game would be considered commercial in nature. Licensee must obtain and comply with the appropriate license(s).
  
  • Hosting a Company Event (Open House or Promotional): Even if the Licensee is hosting an event for business purposes, including but not limited to promoting brand awareness, attracting potential clients, showcasing products or services, and engaging in team-building activities, such events, regardless of whether direct sales occur (e.g., free entry),are considered commercial in nature. Licensee must obtain and comply with the appropriate license(s).

“Customized” means any Game with unique features including, but not limited to, branding, themes, or other modifications Licensor incorporates to the Game that makes the Games distinctive based on Licensee’s specifications.

“Game or Games” shall refer to organized activities that require participants to search for items, follow clues, or complete tasks. These activities may include, but are not limited to, scavenger hunts, treasure hunts, or other similar interactive games.

1. License Grant. In order to access the Game and its features, Licensee must create an account and obtain the appropriate license:
   
   1. Personal License. Licensor grants to Licensee a non-exclusive, non-transferable, revocable license to use the Game for personal, non-commercial use only. This license is limited to the terms and conditions set forth in this Agreement.

1. 1. Commercial License. Licensor grants to Licensee a non-exclusive, non-transferable, revocable license to use the Game for Commercial Purposes as defined in this Agreement. This license is limited to the terms and conditions set forth in this Agreement.

1. 1. Custom License. Licensor grants to Licensee a non-exclusive, non-transferable, revocable license to use a Customized version of the Game created by Licensor for Licensee’s Commercial Purposes as defined in this Agreement. Licensor will customize the Game according to Licensee’s specifications agreed upon in writing. Licensee may not further modify, alter, or create derivative works from the customized Game without Licensor’s explicit written permission. Licensee must not claim ownership or authorship of the underlying Game, or any customized elements added by Licensor.

1. License Restrictions. Licensee shall not:
   
   1. Copy, distribute, sell, rent, lease, or sublicense, in whole or in part, the Game except as expressly permitted under this Agreement.

1. 1. Modify, decompile, reverse engineer, disassemble, enhance, or otherwise attempt to deconstruct the Game, except under a valid Custom Licenses required by law.

1. 1. Use the Game in any manner that violates applicable laws or regulations.

1. 1. This license is granted solely for Licensee’s use and may not be transferred, sublicensed, or otherwise used by any third-party without Licensor’s prior written consent. Any violation of this provision, including unauthorized use by third parties, shall constitute a breach of this Agreement and may result in the immediate termination of the license and any other remedies available under applicable law.

1. Delivery. Licensor shall deliver a downloadable copy of the Games electronically, on tangible media, or by other means, in Licensor’s sole discretion, to Licensee immediately upon purchase of the applicable License.

1. Licensee’s Right to Download Game. Licensee may download the Game within 30 days of purchasing the Game. After this period, the Licensee will no longer have the access or the right to download the Game unless otherwise specified by the Licensor.

Confidentiality. LICENSEE ACKNOWLEDGES THAT THE GAME, INCLUDING BUT NOT LIMITED TO ITS CONTENT, DESIGN, GAMEPLAY MECHANICS, AND ANY RELATED MATERIALS, MAY CONTAIN CONFIDENTIAL AND PROPRIETARY INFORMATION OF LICENSOR. LICENSEE AGREES TO (1) KEEP ALL NON-PUBLIC INFORMATION ABOUT THE GAME CONFIDENTIAL AND NOT DISCLOSE IT TO ANY THIRD-PARTY WITHOUT LICENSOR’S PRIOR WRITTEN CONSENT; (2) USE THE GAME MATERIALS ONLY AS PERMITTED UNDER THIS AGREEMENT; AND (3) NOT SHARE, PUBLISH, OR OTHERWISE DISTRIBUTE ANY INTERNAL RULES, GAME SCRIPTS, OR UNIQUE ELEMENTS THAT ARE NOT PART OF THE PUBLIC-FACING GAME MATERIALS.

1. Acknowledgment of Ownership. Except for the license expressly granted to Licensee in this Agreement, Licensee acknowledges that all right, title, and interest in and to the Games, as well as any modifications or improvements made thereto by Licensee, are owned by Licensor. If Licensee acquires any rights in the Games by operation of law or otherwise, Licensee hereby irrevocably assigns such rights to Licensor without further action by either party. Licensee agrees not to dispute or assist any person or entity in disputing or challenging Licensor’s rights in and to the Work.

1. Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights, including but not limited to, all copyrights, trademarks, or proprietary rights in the Game.

1. Fees and Payment. License fees must be paid in full before Licensee is granted access to the Game or any of its features. Commercial and Custom License holders may be subject to additional fees. For any Customized Games, a deposit of 50% of the total agreed-upon price is required upfront for us to initiate preparation of the Game. The remaining 50% of the total price will be due upon completion of the Game, prior to the Licensee receiving any completed Game. Payment can be made via major credit cards, including Visa, Mastercard, and American Express, as well as via PayPal.

If the remaining balance is not paid by the agreed-upon completion date, Licensor is under no obligation to provide access to the final Game. The Licensor reserves the right to withhold access until the full payment has been received.

1. Term and Termination.
   
   1. Term. This Agreement will commence on the Effective Date and continue until terminated in accordance with this Section.

1. 1. Termination by Licensor. Licensor may terminate this Agreement immediately upon written notice if Licensee breaches any material provision of this Agreement.

1. 1. Termination by Licensee. Licensee may terminate this Agreement at any time by providing written notice to Licensor.

1. 1. Effects of Termination. Upon termination, Licensee must immediately cease all use of the Game and destroy any copies in their possession. Any provisions of this Agreement which, by their nature, should survive termination will remain in effect.

1. Representations and Warranties.
   
   1. Mutual Representations and Warranties. Each Party represents, warrants, and covenants to the other Party that: 

1. 1. 1. it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, and authorizations it grants and is required to grant under this Agreement; and

1. 1. 1. this Agreement shall constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

1. Disclaimer of Representations and Warranties.

1. 1. General Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10, LICENSOR AND ITS OWNERS, AFFILIATES, LICENSORS, SUPPLIERS, SPONSORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE LICENSED PROPERTY. THIS INCLUDES, BUT IS NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM COURSE OF DEALING, PERFORMANCE, USAGE, OR TRADE PRACTICE. THE GAMES, INCLUDING ANY CONTENT OR INFORMATION CONTAINED THEREIN, ARE PROVIDED “AS IS,” WITHOUT REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. WE DO NOT WARRANT THAT OUR PRODUCTS OR SERVICES WILL MEET LICENSEE’S REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SITE WILL BE ACCURATE OR RELIABLE.

1. 1. Exclusion of Implied Warranties and Waiver of State Law Provisions. Certain jurisdictions may not permit the exclusion of implied warranties, so the exclusions above may not apply to Licensee. While Licensee may have other rights that vary by state or jurisdiction, to the extent allowed by applicable law, Licensee agrees to waive any provisions of state law that limit or prohibit such exclusions.

1. 1. Errors. While we make every effort to ensure the accuracy and integrity of the Games, they may contain inaccuracies, errors, or materials that violate this Agreement. We do not guarantee the completeness or correctness of the Games. If Licensee encounters any issues regarding the Game’s completeness or correctness, Licensee agrees to contact us via email at contact@next-clue.com, providing a description of the issue and sufficient information to allow us to reach Licensee. We will make reasonable efforts to address Licensee’s concerns as promptly as possible.

1. Licensee Indemnification. Licensee agrees to indemnify, defend, and hold harmless Licensor from any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising from Licensee’s use of the Game or Licensee’s breach of this Agreement. Licensor may participate in the defense of any claim or action and in settlement negotiations. No settlement, however, that could negatively impact Licensor’s rights or obligations may be made without our prior written consent.

1. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE, OR BREACH OF THIS AGREEMENT REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

1. Co-Branding. Licensor grants Licensee a limited, non-exclusive, and revocable right to use Next Clue’s name, logo, and trademarks solely for the purpose of promoting, marketing, and selling the licensed Game. Licensee must include the credit line: “Game created by Next Clue, LLC. All rights reserved.” in all public distributions. Licensee may not modify, misrepresent, or imply sponsorship beyond the licensing relationship, nor use Next Clue’s branding in a way that harms Licensor’s reputation or violates applicable laws or regulations. Licensor retains the absolute right to revoke Licensee’s branding use at any time for any reason, including misuse, violation of this Agreement, reputational harm, or termination of the Agreement. Upon revocation, Licensee must immediately cease all use of Next Clue’s branding, remove it from all materials, and comply with any additional instructions from Licensor. Licensor shall not be liable for any losses or damages resulting from the revocation of branding rights.

1. General Refund Policy. All purchases of the Game are final and non-refundable, except as expressly stated below. Because the Game consists of digital products, printable files, and/or Customized materials, Licensor does not offer refunds for completed orders once they have been accessed, downloaded, or delivered.

1. Refund Policy for Customized Games. For Licensees purchasing a Custom License, the following refund rules apply:
   
   1. Before Customization Begins: If Licensee cancels the order before customization work has started, Licensor may issue a partial refund, minus administrative fees.

1. 1. After Customization Begins: Once customization work has started, no refunds will be issued.

1. 1. Completed Custom Orders: Since Customized Games are uniquely tailored, all completed custom orders are final and non-refundable.

1. Defective or Incomplete Orders. If Licensee receives a corrupt, incomplete, or incorrect file, they must notify Licensor within 7 days of purchase. Licensor will review the claim and may, at its sole discretion provide a replacement file or correction at no additional charge and offer a store credit for a future purchase, if applicable. If Licensor determines the issue cannot be resolved, a refund may be issued at Licensor’s sole discretion.

1. Chargebacks & Payment Disputes. Licensee agrees not to initiate chargebacks or payment disputes without first contacting Licensor to resolve the issue. Fraudulent chargebacks may result in license termination and legal action.

1. Force Majure. Licensor shall not be liable for any failure or delay in performance due to events beyond its control, including but not limited to natural disasters, fires, floods, or pandemics, government restrictions or legal changes, cyberattacks, outages, or supplier failures.

1. Audit Rights. Licensor reserves the right to audit Licensee’s use of the Game to ensure compliance with this Agreement. Licensee agrees to provide records upon request.

1. Compliance with Law. Licensee must comply with all applicable local, state, and federal laws in relation to the use, sale, or distribution of the Game. Licensor is not responsible for any violations committed by Licensee.

1. No Partnership or Agency. Nothing in this Agreement shall be deemed to create a partnership, joint venture, or employment relationship between Licensor and Licensee. Licensee may not make representations or hold itself out as an agent of Licensor.

1. Export Control. Licensee agrees to comply with all export control laws and not distribute the Game to countries or persons prohibited by U.S. law.

1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, Untied States, without regard to its conflict of law principles.

1. Dispute Resolution. Any disputes arising out of or relating to this Agreement shall be resolved through binding arbitration in Michigan.

1. Miscellaneous.
   
   1. Entire Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements and understandings related to the subject matter hereof.

1. 1. Headings. The section headings used herein are for convenience only and shall not affect the construction or interpretation of any provision of this Agreement.

1. 1. Amendment. This Agreement may be amended only by written agreement, signed by both Parties.

1. 1. Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

1. 1. Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

1. Electronic Acknowledgement and Legal Enforceability. When Licensee purchases a Game from Next Clue, LLC, Licensee agrees that this Agreement has the same legal force and effect as a written contract with its physical signature and satisfies any laws requiring a written document or signature, including applicable statutes of fraud. Licensee further agree not to challenge the validity, enforceability, or admissibility of this Agreement on the grounds that it was transmitted or authorized electronically. A printed version of this Agreement will be admissible in judicial or administrative proceedings related to the Agreement, to the same extent and under the same conditions as other business records originally generated and maintained in printed form. Licensee acknowledges that it had the opportunity to review and print this Agreement.