LICENSE-COMMERCIAL

Untold Engine Commercial License
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Version 1.0
Copyright (c) Untold Engine Studios. All rights reserved.

This Untold Engine Commercial License ("Commercial License") is a legal
agreement between you (an individual or a single legal entity, "Licensee")
and Untold Engine Studios ("Licensor") governing your use of the Untold
Engine source code, binaries, and associated materials ("the Software").

By purchasing, downloading, or using a Commercial License, you agree to be
bound by the terms of this agreement.

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1. GRANT OF LICENSE
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Subject to the terms of this agreement and payment of the applicable
license fee, Licensor grants Licensee a non-exclusive, non-transferable,
worldwide license to:

  (a) Use, reproduce, and modify the Software, including its source code,
      for the purpose of developing and distributing Licensee's products
      and services ("Licensee Products");

  (b) Keep modifications to the Software source code private and
      proprietary — Licensee is NOT required to disclose or distribute
      modified engine source files to any third party;

  (c) Distribute Licensee Products (including the Software in compiled,
      binary, or embedded form) without any obligation to provide the
      Software's source code or modified engine source code to end users
      or the public;

  (d) Use the Software in an unlimited number of Licensee Products during
      the license term, subject to the seat/studio scope defined in the
      applicable Order Form or purchase agreement.

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2. WHAT THIS LICENSE REPLACES
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Under the Mozilla Public License 2.0 (MPL-2.0), modifications to
MPL-covered engine files must be made available when those files are
distributed. This Commercial License supersedes that requirement for
Licensees in good standing, granting the right to maintain private,
proprietary modifications.

A Commercial License is required when Licensee intends to modify engine
source files and keep those modifications proprietary. Licensees who use
the Software without modifying engine source files may do so under the
MPL-2.0 without a Commercial License.

All other rights not explicitly granted in Section 1 remain reserved by
the Licensor.

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3. RESTRICTIONS
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Licensee may NOT:

  (a) Sublicense, sell, resell, transfer, assign, or redistribute the
      Software itself — in source or binary form — as a standalone engine,
      toolkit, or middleware product to third parties;

  (b) Distribute the Software, or a substantially similar derivative of
      the Software, as a standalone game engine, renderer, SDK, or
      middleware product to the public;

  (c) Remove, alter, or obscure any copyright, trademark, or proprietary
      notices contained in the Software;

  (d) Use the Untold Engine name, logo, or trademarks in ways prohibited
      by the Untold Engine Trademark Policy (TRADEMARKS.md);

  (e) Share, transfer, or grant access to the Software source code to
      any individual or entity not covered by this license without
      Licensor's prior written consent.

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4. SCOPE OF LICENSE
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The license granted in Section 1 covers:

  - The version of the Software in effect at the time of purchase, plus
    any updates or new versions released during an active subscription
    period, if applicable.

  - All developers employed by or contracted to Licensee under the
    studio/seat scope defined in the applicable Order Form.

Licensee must obtain a separate Commercial License for each distinct
legal entity that uses the Software.

4.1. Subscription Lapse. If a subscription-based license is not renewed,
     Licensee retains the right to continue using the last licensed
     version of the Software commercially under the terms of this
     agreement, but will no longer receive updates, new versions, or
     support entitlements. Access to any update channels or support
     systems will be suspended until renewal.

4.2. Perpetual licenses, where specified in the applicable Order Form,
     are not subject to renewal and include the rights in Section 1
     for the licensed version in perpetuity, without ongoing support
     unless a separate support subscription is maintained.

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5. OPEN-SOURCE VERSION
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The open-source version of Untold Engine remains available under the
Mozilla Public License 2.0. Nothing in this Commercial License restricts
a Licensee's ability to also use the open-source version under MPL-2.0
terms for separate, compliant projects.

5.1. GitHub Sponsorship, financial contributions, and project donations
     do not grant Commercial License rights. Support for the project
     through GitHub Sponsors or similar programs is appreciated, but does
     not constitute a license agreement and does not modify the terms of
     the MPL-2.0 license or this agreement. A separately executed
     Commercial License agreement or Order Form is required to obtain the
     rights described in Section 1.

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6. FEES AND PAYMENT
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The license fee, payment schedule, and renewal terms are defined in the
applicable Order Form or purchase agreement issued by Licensor. Failure
to pay applicable fees on time may result in suspension or termination
of this license.

For pricing and to obtain a Commercial License, contact:

  Untold Engine Studios
  Email: harold.serrano@untoldengine.com

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7. TERM AND TERMINATION
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7.1. This license is effective upon purchase and continues for the term
     specified in the applicable Order Form (perpetual or subscription).

7.2. Licensor may terminate this license immediately upon written notice
     if Licensee:

       (a) materially breaches any term of this agreement and fails to
           cure the breach within 30 days of written notice; or

       (b) becomes insolvent, makes an assignment for the benefit of
           creditors, or is subject to bankruptcy proceedings.

7.3. Upon termination, Licensee must cease all use of the Software and
     destroy all copies in their possession. Licensee Products already
     distributed to end users prior to termination may continue to
     operate under the terms in effect at the time of distribution.

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8. NO CONTRIBUTION OBLIGATION
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Under this Commercial License, Licensee has no obligation to contribute
modifications, improvements, or bug fixes back to the open-source
project. Contribution is encouraged but entirely voluntary.

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9. TECHNICAL SUPPORT
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9.1. Commercial License holders are entitled to technical support
     in accordance with their license tier as defined in the Untold
     Engine Commercial Support Policy (LICENSE-COMMERCIAL-SUPPORT).

9.2. Support is limited to confirmed Engine Bugs — defects reproducible
     in an unmodified installation of the licensed Software version,
     used as documented. Issues arising from Licensee Modifications to
     engine source files are outside support scope.

9.3. Engine Bugs reported by active Commercial License holders take
     priority over all community (MPL-2.0) bug reports and feature
     requests. Priority ordering among Commercial License holders is
     determined by tier (Enterprise > Studio > Indie) and submission
     date.

9.4. Issues outside support scope may be addressed as paid consulting
     at Licensor's then-current hourly rate, subject to availability.

9.5. Full support terms, triage process, response times, and
     exclusions are defined in LICENSE-COMMERCIAL-SUPPORT, which is
     incorporated into this agreement by reference.

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10. DISCLAIMER OF WARRANTY
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THE SOFTWARE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR THAT
DEFECTS WILL BE CORRECTED.

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11. LIMITATION OF LIABILITY
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IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING
LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF
GOODWILL) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF
THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. LICENSOR'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY LICENSEE
IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

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12. GOVERNING LAW
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This agreement shall be governed by the laws of the State of Arizona, 
without regard to its conflict-of-law provisions. Any disputes
arising under this agreement shall be resolved in the state or federal
courts located in Maricopa County, Arizona.

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13. ENTIRE AGREEMENT
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This Commercial License, together with the applicable Order Form,
constitutes the entire agreement between the parties regarding the
subject matter hereof and supersedes all prior agreements,
representations, and understandings. This license may be amended only
in writing signed by both parties.

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Untold Engine Studios