MASTER SERVICES AGREEMENT This Master Services Agreement (the “Agreement”) is made as of the Purchase Start Time on the Microsoft Marketplace (the “Effective Date”) between Worlds Enterprises, Inc., a Delaware corporation (“Worlds”) with its primary place of business located at 7250 Dallas Parkway Plano, TX 75024, and Customer as identified in the Microsoft Marketplace (“Customer”), collectively with Worlds, “Parties” and each a “Party”, with the intent to be legally bound. WHEREAS Worlds provides certain software and related products (collectively, the “Software”), and Customer wishes to license and use certain of such Software as reflected in one or more Order Forms, NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both Parties, the Parties agree as follows: 1. DEFINITIONS. Capitalized terms shall have the following meaning, or the meanings defined elsewhere in the Agreement, throughout this Agreement, including in all Exhibits. 1.1. “Affiliate” means, with respect to an entity, another entity that controls, is controlled by, or is under common control with the first entity, where the term “control”, means the power, directly or indirectly, to direct the management and policies of an entity, whether through ownership of equity securities, through contract, or otherwise, and includes any entity for which any of the foregoing is the contracted operator. 1.2. “Agreement” means this Master Services Agreement, the Exhibits and all executed Order Forms. 1.3. “Confidential Information” means, with respect to a Party, all confidential or non-public business information of such Party and its Affiliates, regardless of whether such information is marked as confidential, and may include, without limitation, processing, technical, packaging, manufacturing, commercial, and/or financial information, and/or formulae and processing information, trade secrets, know-how, inventions, processes, formulas, recipes, ingredient and allergen lists, technical data or specifications, drawings, business or financial information, pricing information, product or marketing plans, consumer data, or customer or supplier information), together with all analyses, compilations, reports, memoranda, notes and other written or electronic material, whether such information is in written, oral, visual, electronic, or any other form, as well as any notes, analyses, reports, summaries, copies, or other materials based on or containing such information prepared by or on behalf of the Receiving Party. Confidential Information includes this Agreement, the Order Forms, pricing and other terms set forth in the Agreement and the Order Forms or otherwise between the Parties, the Services and all software and hardware included therein, all software code, documentation and other information relating to Worlds’ products, and all trade secrets embodied in the foregoing, the Customer Data, Feedback (as defined in Exhibit A), and all disclosures regarding future or planned developments thereof. 1.4. “Customer Data” means information provided by Customer to Worlds so that Worlds can provide the Services and perform its obligations under this Agreement. As between Customer and Worlds, Customer shall retain ownership of all Customer Data. 1.5. “Disclosing Party” means, as applicable, the Party disclosing, or on whose behalf is disclosed, its Confidential Information to the other Party. 1.6. “Documentation” means all documentation, example code, and data files that accompany the Software. 1.7. “Order” means the Customer’s agreement to receive Services through one or more executed Order Forms and per the terms and conditions set forth in this Agreement and the one or more executed Order Forms. 1.8. “Order Forms” means the Order Form set forth in the attached Exhibits and any others executed between the Parties at later dates pursuant to the terms of this Agreement. 1.9. “Services” means the services specified in one or more executed Order Forms entered into pursuant to the Agreement. 1.10. “Receiving Party” means, as applicable, the Party receiving, or on whose behalf is received, the Confidential Information of the other Party. 2. ORDERS AND LICENSE GRANT. 2.1. Customer hereby orders and agrees to receive, and Worlds agrees to provide, the Services identified in one or more executed Order Forms attached hereto, and in any amendment thereto or subsequent Order hereunder. Exhibit A—Order Form General Terms as attached hereto shall apply to all Orders and Order Forms entered into herein, unless the specific terms of an Order Form specifically provide otherwise. 2.2. Subject to the terms of this Agreement, Worlds hereby grants to Customer a limited, non-exclusive license as described in Exhibit A to use the Services and the Software for the sole purpose of operating and conducting Customer’s business operations (the “License”). In addition to the foregoing, Customer, upon providing written notice to Worlds (with e-mail notification being sufficient) and upon receiving Worlds’ consent, may allow its Affiliates to use the Software and the Services in connection with the business operations of such Affiliates. 2.3. Subject to the terms of this Agreement, Customer grants Worlds a limited, royalty-free and fully paid up, non-exclusive, non-transferable, non-sublicensable license to store and process the Customer Data generated by Customer’s use of the Worlds Platform (as defined in Exhibit A) or any component thereof solely in the United States and only as necessary to perform its obligations under this Agreement. 2.4. All use of the Services by the Customer are subject to and restricted by the terms and conditions of this Agreement (which includes the terms and conditions of all executed Order Forms). Any use of the Services in violation of the terms and conditions of this Agreement is prohibited. 3. CONFIDENTIALITY. The Parties each own and/or has the right to use certain Confidential Information, which such Party may disclose to the other Party, subject to the terms and conditions of this Agreement. It is the desire of each of the Parties to preserve the secrecy and confidentiality of the Confidential Information that has been disclosed to the other Party. Therefore, in consideration of the disclosures described, and the mutual promises contained, herein and in the Agreement, and for other good and valuable consideration, it is hereby agreed as follows: 3.1. Receiving Party hereby acknowledges that Disclosing Party has made a clear representation to Receiving Party that Disclosing Party’s Confidential Information has been developed by Disclosing Party through expenditure of substantial time and effort. 3.2. Except as authorized by this Agreement or as specifically authorized in writing by Disclosing Party, Receiving Party agrees that: 3.2.1. it will hold the Disclosing Party’s Confidential Information in confidence and will divulge such Confidential Information only to those of its Affiliates, and its and its Affiliate’s directors, officers, employees, agents, or representatives who have a demonstrable need to know said Confidential Information in connection with the business arrangements between the Parties, and who have been informed of and are bound by nondisclosure obligations at least as protective of the other Party’s Confidential Information as the terms hereof; provided, however, that in any case, Receiving Party will be liable for any failure by such persons to comply with the obligations hereunder; 3.2.2. it will not use such Confidential Information for its own account or purposes (other than in connection with the business arrangements between the Parties) or the purposes of any third party; and 3.2.3. it will exercise the same degree of care to prevent unauthorized use or disclosure of Confidential Information to others as it takes to preserve and safeguard its own Confidential Information, but in any event, no less than a reasonable degree of care; 3.2.4. it will promptly return all Confidential Information obtained from Disclosing Party to Disclosing Party upon request and will not thereafter retain copies of any such Confidential Information except as reasonable or necessary for archival, legal, or compliance purposes, including without limitation as is required pursuant to applicable law, regulation, stock exchange rule, or customary auditing principle, or the requirements of a court or other governmental body, and, subject to the foregoing, will destroy any notes, analyses, reports, summaries, copies, or other materials prepared by or on behalf of Receiving Party that contain any of Disclosing Party’s Confidential Information. 3.3. Customer shall not disclose to Worlds any health or other personal information about any person. 3.4. Confidential Information does not include any information, 3.4.1. that can be demonstrated to have been in the public domain prior to any disclosure of such information to Receiving Party by Disclosing Party, whether directly or indirectly; 3.4.2. that can be demonstrated to have been in Receiving Party’s possession prior to any disclosure of such information to Receiving Party by Disclosing Party, whether directly or indirectly, as shown in the Receiving Party’s written records; 3.4.3. that becomes part of the public domain by publication or otherwise through no fault or negligence on the part of Receiving Party; 3.4.4. that is independently developed by or on behalf of Receiving Party without use of or reliance on the Confidential Information of Disclosing Party; or 3.4.5. that was rightfully obtained after the date hereof by Receiving Party from a third party in possession of such information and without any breach of any contractual or legal obligation of such third party. 3.5. Further, nothing in this Agreement shall prohibit Receiving Party from disclosing any Confidential Information pursuant to the requirements of applicable law, regulation, or customary auditing principle, or the requirements of a court or other governmental body of competent jurisdiction; provided, however, (a) any such disclosure shall be limited to only that part of the Confidential Information that is required to be disclosed pursuant to the foregoing express requirement, and (b) such disclosure will only be to the party specified by such agency or law and will be made, to the extent reasonably practicable, on a confidential basis. 3.6. The Parties acknowledge and agree that any violation or threatened violation of this Section by Receiving Party may cause imminent and irreparable damage to Disclosing Party, which damage is not capable of quantification. Therefore, and without prejudice to any other remedies available to Disclosing Party at law or equity, each Party acknowledges and agrees that Disclosing Party shall be entitled to equitable relief, including a temporary or permanent injunction or order of specific performance, in the case of any such violation or threatened violation and that, in such case, Receiving Party will not object to such relief on the basis that damage is not imminent, irreparable, or incapable of quantification, and will not seek any requirement for the posting of a bond or similar security. 4. WARRANTIES AND DISCLAIMERS 4.1. EXCEPT AS OTHERWISE PROVIDED HEREIN, (i) THE SERVICES ARE PROVIDED “AS IS” AND, (ii) TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO OTHER WARRANTIES OR CONDITIONS ARE MADE BY WORLDS OR ITS SUPPLIERS WITH RESPECT TO THE SERVICES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE), AND WORLDS, AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS NOT EXPRESSLY STATED HEREIN, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. 4.2. THE PARTIES ACKNOWLEGE AND AGREE THAT THE LIMITATIONS SPECIFIED IN SECTION 5 BELOW WILL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND REGARDLESS OF WHETHER CUSTOMER HAS ACCEPTED ANY SERVICES OR WORLDS SOFTWARE UNDER THIS AGREEMENT. 5. LIMITATION OF LIABILITIES 5.1. IN NO EVENT, UNDER ANY THEORY OF LIABILITY, SHALL EITHER PARTY, OR ITS SUPPLIERS BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF ANTICIPATED PROFITS, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, COST OF COVER OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THE SERVICES OR THE USE OF OR INABILITY TO USE THE SOFTWARE, OR OTHERWISE ARISING UNDER THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THIS LIMITATION SHALL NOT APPLY TO DAMAGES RESULTING FROM EITHER PARTY'S INDEMNITY OBLIGATIONS, BREACH OF CONFIDENTIALITY, DATA BREACH OR INTELLECTUAL PROPERTY RELATED OBLIGATIONS. 5.2. IN NO EVENT, UNDER ANY THEORY OF LIABILITY, SHALL EITHER PARTY, OR ITS SUPPLIERS BE LIABLE TO THE OTHER PARTY FOR AGGREGATE DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR OTHERWISE ARISING UNDER THIS AGREEMENT, IN AN AMOUNT GREATER THAN THE FEES PAID BY CUSTOMER TO WORLDS HEREUNDER FOR THE SERVICES DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE CLAIMS (OR THE FEES PAID (OR TO BE PAID) BY CUSTOMER DURING THE FIRST TWELVE MONTHS THIS AGREEMENT IS IN EFFECT SHOULD A CLAIM RISE DURING SUCH TIME). THIS LIMITATION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THIS LIMITATION SHALL NOT APPLY TO DAMAGES RESULTING FROM EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, DATA BREACH, BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY RELATED OBLIGATIONS. 5.3. Customer and Worlds agree that the foregoing limitation of liabilities are an essential element of the basis of the bargain between the Parties and represent a reasonable allocation of risks under this Agreement, and Customer acknowledges that the terms hereof (including, without limitation, Worlds’ pricing) reflect this allocation of risks and limitation of liability. 6. INDEMNIFICATION 6.1. If a third party brings a lawsuit against Customer that claims that the Services infringe any third party intellectual property right, Worlds will (as long as the Customer is not in default beyond applicable cure periods under this Agreement) defend, indemnify, and hold harmless the Customer against such claim at Worlds’ expense and pay any loss, damages and expenses (including reasonable attorney’s fees) finally awarded against Customer in such lawsuit by a court of competent jurisdiction if (a) Customer notifies Worlds pursuant to Section 6.4, and (b) Customer satisfies the additional obligations set forth in this Section 6. 6.2. Notwithstanding the foregoing, if such a claim is made or appears possible, Worlds may, at its option, secure for the Customer the right to continue to use the Services, modify or replace the Services with products of substantially similar functionality and quality so the same is non-infringing or, if neither of the foregoing options are available to Worlds on a commercially reasonable basis, Worlds may require the Customer to cease using the Services and Worlds shall pay Customer an amount equal to the portion of the previously paid fees allocable to the remaining term. Further, Worlds shall have no obligation for any claim based on (a) a modified version, the combination, operation, or use of the Services with any product, data or apparatus not provided by Worlds but only to the extent the infringement would not exist but for the combination, operation or use, (b) unauthorized use of the Services or any use of the Services in a manner not in compliance with the terms of this Agreement, or (c) use of an old version after Customer has been provided an Update and Customer has been notified of the need to cease use of the prior version. Worlds’ obligations to indemnify under this Section 6.2 are also subject to Worlds having sole control of such defense and/or settlement (so long as any settlement does not admit liability of Customer) and Customer fully cooperating with Worlds and giving Worlds’ all related information known to Customer. If Customer retains separate counsel with regards to any such third-party claim, the costs of such separate counsel will be borne by Customer and is not subject to indemnification under this Section. This Section states Worlds' full obligation to the Customer and Customer's full and complete remedy at law and in equity vis-à-vis Worlds with respect to any claim of infringement or misappropriation. 6.3. If a third party brings a lawsuit against Worlds that claims that Worlds contributed to Customer’s violation of such third party’s intellectual property rights, Customer will defend Worlds against such claim at Customer’s expense and pay any loss, damage and expenses (including reasonable attorney’s fees) finally awarded against Worlds in such lawsuit by a court of competent jurisdiction if (a) Worlds notifies Customer pursuant to Section 6.4, and (b) Worlds satisfies the additional obligations set forth in this Section 6. Customer’s obligations to indemnify under this Section 6.3 are also subject to Customer having sole control of such defense and/or settlement and Worlds fully cooperating with Customer and giving Customer all related information known to Worlds. If Worlds retains separate counsel with regards to any such third-party claim, the costs of such separate counsel will be borne by Worlds and is not subject to indemnification under this Section. 6.4. Each Party’s indemnification obligations hereunder shall be subject to (a) receiving written notice from the indemnified Party of the existence of any such third-party action within fifteen (15) days of such indemnified Party being notified thereof; and (b) the indemnifying Party being permitted, at its option within thirty (30) days of such notice from the indemnified Party, to assume control of the defense or settlement of such third-party action. The indemnified Party shall be permitted to participate in the defense of any such third-party action, which participating shall be at the indemnified Party’s sole expense unless (a) the indemnifying Party fails to assume the defense, or (b) the interests of the Parties with respect to such action are sufficiently adverse to prohibit the representation by the same counsel for both Parties. Except as to a settlement by the indemnifying Party solely for the payment of money damages, neither Party shall enter into a settlement which affects the other Party without the other Party’s prior written consent, which consent shall not be unreasonably withheld or delayed. 7. TERM & TERMINATION 7.1. Term. This Agreement shall commence on the Effective Date. Unless earlier terminated as provided in this Agreement, this Agreement shall continue in effect until ninety (90) days after the expiration of all Orders hereunder. 7.2. Termination when there is no Order. Either Party may terminate this Agreement at any time by written notice if there is no outstanding Order in effect at that time. 7.3. Termination for Breach. 7.3.1. Either Party may terminate this Agreement or an outstanding Order in the event of any breach that is not cured within thirty (30) days of written notice thereof, provided that no cure period shall be required in connection with a breach of the confidentiality or intellectual property terms hereof (including any use of the Services in a manner not authorized under this Agreement). 7.3.2. Worlds’ may terminate this Agreement and/or applicable Order immediately upon failure of the Customer to timely pay any undisputed fees hereunder. 7.3.3. Termination of this Agreement will be without prejudice to the terminating Party’s other rights and remedies pursuant to this Agreement or under applicable law, unless otherwise expressly stated herein. Termination of this Agreement terminates all Orders in effect at the time of termination. 7.4. Termination for Bankruptcy or Insolvency. Either Party may terminate this Agreement immediately upon written notice to the other Party in the event a petition in bankruptcy is filed by or against the other Party, or the other Party becomes insolvent or makes a general assignment for the benefit of creditors. 7.5. Effect of Termination or Expiration. 7.5.1. Cease All Use. Delete Confidential Information. Upon termination or expiration of this Agreement or termination or expiration of the applicable Order, all licenses granted under this Agreement shall terminate and Customer shall cease use of the applicable Services, Worlds Software, and all Permitted Derivative Works, and shall delete all copies thereof. Within ten (10) days of such termination or expiration, each Party shall delete or destroy any Confidential Information in its possession that belongs to the other Party. To the extent any portion of Confidential Information is retained on the Receiving Party’s information systems following the Receiving Party’s good faith effort to delete the Confidential Information, the Receiving Party agrees to protect the Confidential Information in the same manner and to the same extent that it uses to protect its own confidential and proprietary information for as long as the Confidential Information is retained on the Receiving Party’s information systems. Each Party shall provide certification in writing to the other Party of compliance with these requirements. 7.5.2. Survival. All payment obligations and the following Sections shall survive termination or expiration of this Agreement: Sections 3, 5, 6, 7.5, 8 and 9.10. 8. GENERAL 8.1. Payment & Taxes. 8.1.1. Payment. Customer shall pay the fees in accordance with the terms set forth the Microsoft Marketplace Portal. All payments are non-refundable. If collection proves necessary, Customer shall reimburse Worlds for all reasonable associated costs. 8.1.2. Taxes. All fees are exclusive of applicable sales tax, for which Customer remains responsible, and are stated in US Dollars unless otherwise set forth on the invoice. In lieu of paying taxes, Customer may provide Worlds a tax-exempt certificate. 9. MISCELLEANOUS 9.1. Assignment. Each Party may, without consent, assign its rights and obligations under this Agreement to any affiliate of such Party or to any business that results from any merger, acquisition, divestiture, reconstruction or reorganization in which such Party participates and to which this Agreement relates. Any other assignment by a Party shall be subject to the prior written consent of the other Party. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives. 9.2. Compliance with Laws; Export Restrictions. Worlds shall comply with all laws, rules and regulations applicable to the Services. The Services are subject to United States export laws and regulations. The Customer must comply with these laws and any other applicable laws and regulations that apply to the Services. These laws include restrictions on destinations, end users, and end use. For further information, please see http://www.bis.doc.gov. Accordingly, the Customer may not export the Services to or in any country, person, or entity or use the Services in any other country without the prior, express, written consent of Worlds. 9.3. Relationships. 9.3.1. Independent Contractors. This Agreement is not intended to create, nor shall it be construed to create, any relationship between the parties other than that of Worlds and Customer, and of independent contractors for the purpose of effecting the provisions of this Agreement. No Party, nor any of their representatives, shall be construed to be the agent, employer, employee or representative of the other. 9.4. Publicity. Customer acknowledges and agrees that Worlds may utilize Customer's logo for marketing and promotional purposes, including but not limited to press releases and website displays. This permission is granted solely to Worlds, and Customer shall not use Worlds' logo or name for any purpose without prior written consent. 9.5. Attribution. Subject to Section 9.4, Customer agrees to include appropriate attribution to Worlds in publications or presentations that include results generated by use of Worlds products. 9.6. Notice to U.S. Government end users. The Software is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 2005), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, and similar regulations, all U.S. Government end users acquire the Software with only those rights set forth herein. This provision does not apply if Customer or its users are not affiliated with the government of the United States of America. 9.7. Notices. All notices shall be in writing and given by personal delivery, by mail, by commercial same day or overnight courier, or via electronic mail to the Party’s address set forth below, or to such other address as the Party may specify by written notice to the other. Notice will be deemed given on (i) the date of personal delivery; (ii) the fifth business day after mailing, (iii) the next business day after delivery to an overnight courier (unless the return receipt or the courier’s records evidence a later delivery), or (iv) on the date of delivery if sent via electronic mail with confirmed delivery receipt addressed as follows: If to Worlds: Attn: Legal 7250 Dallas Pkwy Suite 400 Plano, TX 75024 legal@worlds.io With copy to: Brad Whitlock Egan Nelson LLP 2911 Turtle Creek Blvd., Suite 1100 Dallas, Texas 75219 brad.whitlock@egannelson.com 9.8. Force Majeure. Neither Party shall be liable in damages nor have the right to terminate this Agreement for any delay or default hereunder if caused by fire, flood, embargo, strike, riots, war, acts of terror, epidemics, pandemics, quarantine restrictions, alien abductions, failure of public utilities or telecommunications, government restrictions, acts of God, zombie apocalypses or any other circumstances reasonably beyond its control. 9.9. Insurance. During the Term of this Agreement, each Party agrees to carry and keep in full force and effect the following insurance policies: (i) Comprehensive General Liability insurance coverage for bodily injury (including injury resulting in death) and property damage, with minimum limits of $1,000,000 combined single limit; (ii) Workers’ Compensation in the amounts required by statute; (iii) Employer’s Liability insurance in an amount not less than $500,000 per occurrence; and (iv) property damage and automobile liability insurance with minimum limits of $1,000,000 per occurrence. At Customer’s request, Worlds shall name Customer as an additional insured on all insurance policies referenced in this Section 9.9. except for Workers’ Compensation coverage. Upon request, each Party shall furnish the other Party with a certificate of insurance evidencing the above coverages. In addition, each Party shall provide at least thirty (30) day’s advance notification to the other Party in the event of cancellation or material modification of any of the above-referenced policies. 9.10. Interpretation 9.10.1. Choice of Law and Venue. The validity and construction of this Agreement shall be governed by the laws of Texas, without reference to its conflicts-of-laws principles or any other principles that would result in the application of a different body of law. The Parties submit, attorn and consent to the exclusive jurisdiction of U.S. District Court of the Northern District of Texas, in Dallas, Texas and the Courts of the State of Texas in Dallas, Texas. The Parties agree that any application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. 9.10.2. Entire Agreement. This Agreement, including any Order or other terms incorporated herein by reference, states the entire agreement and understanding of the Parties on the subject matter of this Agreement and supersedes all previous agreements, arrangements, communications, and understandings relating to that subject matter. 9.10.3. Modification. Document Priority. This Agreement may be amended, modified, superseded, or canceled, and any of the terms thereof may be waived, only by a written document signed by each Party to this Agreement or, in the case of waiver, by the Party or parties waiving compliance. The Parties hereto may modify the terms hereof in any Order, solely with respect to that specific Order, and in the event of any conflict between such Order and the rest of this Agreement, this Agreement shall govern, unless otherwise specifically addressed in the Order. Notwithstanding the foregoing, any Customer generated purchase orders shall be used for accounting purposes only and any legal terms therein shall not apply to this Agreement. 9.10.4. Severability. The provisions of this Agreement are severable. If any provision of this Agreement (or portion thereof) is held to be invalid, illegal or unenforceable, such provision (or portion thereof) shall be deemed severed from this Agreement and the balance of this Agreement shall remain in full force and effect. 9.10.5. No Implied Waiver. No failure of either Party to exercise or enforce any of its rights under this Agreement shall act as a waiver of subsequent breaches; and the waiver of any breach shall not act as a waiver of subsequent breaches. 9.10.6. Headings. Paragraph headings are included for convenience only. 9.10.7. Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original and which to together shall constitute one Agreement. Faxed, scanned, and electronic signatures shall be treated as originals. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed and delivered by their respective duly authorized representatives, intending to be legally bound, as set forth below as of the Effective Date stated above. EXHIBIT A Subscription General Terms These General Terms are between Worlds Enterprises, Inc. (“Worlds”) and Customer as identified in the Microsoft Marketplace (“Customer”) pursuant to the terms and conditions of the Master Services Agreement entered into between Worlds and Customer (the “Agreement”), as of the Order Effective Date. 1. General Terms 1 Definitions. Except as provided in this Section 1, all defined terms used herein shall have the same meaning as set forth in Agreement. 1.1 “Documentation” means the then-current Worlds-provided documentation relating to the features, functions, and use of the Worlds Platform. 1.2 “Edge Server” means a computer node, server or similar device at the Customer’s premise that runs a portion of the cloud-based Instance of the Worlds Platform 1.3 “Initial Order” means the first Order. 1.4 “Instance” means a single installation of Software which may be installed in the cloud, or on a virtual or physical server. 1.5 “License” means the License as granted in the Agreement, subject to any modification as set forth in an Order. 1.6 “Order” means the Customer’s initial quantity of Subscription Services and other items as set forth in Exhibit B and all subsequent Order Forms executed thereafter. 1.7 “Order Effective Date” means the last date or such other date identified on an executed Order. If no earlier date is specified, the start date of the subscription term specified in the Order shall be the Order Effective Date. 1.8 “Order Initial Term” unless otherwise defined in an Order Form, the Order Initial Term shall be one (l) month from the Order Effective Date, or the end of the last license term in the Order, whichever is later. 1.9 “Order Renewal Term” means any renewal or extension of Customer’s permission to access and use the Subscription Services following the expiration of the Initial Term. 1.10 “Order Term” means the Order Initial Term or any Renewal Term, as applicable. 1.11 “Subscription Services” means the Worlds Platform application (as described in an Order Form) and Support (as defined in Exhibit C) through which the Worlds Platform may be accessed and used by Customer under an applicable Order Form. 1.12 “UserID” means a unique user identification credential used in combination with a unique password to access the Worlds Platform. 1.13 “Worlds Platform” means collectively or individually the computer software programs, including Permitted Derivative Works, set forth in Section 5 of this Exhibit A that are made available to Customer through the Subscription Services. 2 Access to Services and Worlds Platform. 2.1 Worlds Platform. Subject to the terms and conditions of the Agreement, including the License Grant in Section 2 of the Agreement, Customer may use the Subscription Services and the Worlds Platform hosted therein, during the Order Term, in an operating environment hosted by Worlds (directly or through third parties engaged by Worlds) or in Customer’s environment. 2.2 Customer Data. Subject to the terms and conditions of the Agreement, including the License grant in Section 2.3 of the Agreement, Worlds may use, reproduce, display, adapt, modify, and create derivative works from, the Customer Data solely to aggregate data or create other similar derivatives or adaptations (“Worlds Derivatives”) of or from the Customer Data in a manner which de-identifies the Customer Data. Such Worlds Derivatives shall in no manner disclose or identify Customer or the Customer Data. Except for anonymized and/or aggregated Customer Data, Customer Data may not be searched, mined, sold, assigned, commercially exploited or disclosed by or on behalf of Worlds, its employees and/or subcontractors without the express prior written consent of Customer. 3 Restrictions on Use of the Services and Worlds Platform. 3.1 All use of the Subscription Services, Worlds Platform, License and Documentation is subject to the terms and conditions of the Agreement, including these General Terms. 3.2 Customer is prohibited from causing or permitting the reverse engineering, disassembly or de-compilation of the Worlds Software. 3.3 Unless the Customer has entered into a separate reseller agreement with Worlds, Customer is prohibited from using the Subscription Services or Worlds Platform to provide services to third parties. Customer shall not use the Worlds Platform, or any data generated by the Software (“Results”) (including, without limitation, databases), in any activity that could be considered the sale or other distribution of Results in any manner or otherwise serving in a capacity that would reduce Worlds’ licensing opportunities for the Worlds Platform with Customer or with any other potential customer (including any for-profit, governmental, quasi-governmental, or non-profit entity). 3.4 Customer will not allow the Subscription Services or Worlds Platform to be used by or disclose all or any part of the Worlds Platform to, any person except its authorized users. 3.5 Upon any individual ceasing to be an authorized user hereunder, Customer shall use commercially reasonable efforts to ensure that such individual (a) shall cease to have access to the Subscription Services, Worlds Platform, Documentation, and Permitted Derivative Works, (b) all such individual’s user information shall be deleted, and (c) shall continue to comply with the obligations hereof. 3.6 Feedback. All Customer (i) suggestions for correction, change or modification to the Subscription Services, Worlds Platform, or other Worlds intellectual property; (ii) evaluation data; (iii) evaluations; (iv) benchmark tests; and (v) other feedback, information and reports on the performance or functionality of the Subscription Services, Worlds Platform or other Worlds intellectual property provided to Worlds hereunder (collectively, “Feedback”), will be the property of Worlds and Customer shall and hereby does assign any rights in such Feedback to Worlds; provided however, that Worlds shall not use the Feedback to the extent a third party reviewing the Feedback could identify Customer, its Affiliates or any authorized user. Customer agrees to assist Worlds, at Worlds’ expense, in obtaining intellectual property protection for such Feedback, as Worlds may reasonably request. 4 4. Provision of Subscription Services. 4.1 Hosted Environment and Connectivity. During any period when Worlds is providing hosting services under an Order Form, Worlds (directly or through third parties engaged by Worlds) will provide the application hosting environment, including the hardware, equipment, and systems software configuration on which Worlds supports use of the Subscription Services and the Worlds Platform, on servers located at a facility located in the United States as selected by Worlds and agreed to by Customer. Worlds will be responsible for maintaining connectivity from its network to the Internet which is capable of servicing the relevant Internet traffic to and from the hosted environment. Customer is responsible for providing connectivity to the Internet for itself and its authorized users. Customer shall also be responsible for ensuring that latency and available bandwidth from Customer equipment to Worlds’ hosted routers is adequate to meet Customer’s desired level of performance. If Customer requires a VPN or private network connection to the Subscription Services, Customer is responsible for all costs associated with any specialized network connectivity required by Customer. 4.2 Restrictions. Worlds shall have no obligation to correct a problem caused by Customer’s negligence, Customer’s equipment malfunction or other causes set forth in Section 9.8 of the Agreement. 5 Permitted Derivative Works. To the limited extent that there are certain features in the Worlds Platform that expressly invite users to create derivative works, Worlds grants to Customer a limited, non-exclusive license to create derivative works within such features (“Permitted Derivative Works”), subject to the following requirements and the other terms of the Agreement, these General Terms, and an Order: 5.1 Customer is permitted to create, test, modify and display the Permitted Derivative Work at no charge within the Software. Should the Permitted Derivative Work be utilized in production (“Production Environment”), Customer agrees to pay for the use of the Permitted Derivative Work at rates defined in this Order Form. 5.2 Permitted Derivative Works may be used only in accordance with the terms herein; and each such Permitted Derivative Work is subject to the Agreement and these General Terms. 5.3 Notwithstanding any other terms of the Agreement and these General Terms, any Permitted Derivative Works or other modifications made by or on behalf of Customer to any Software shall be entirely at Customer’s sole and exclusive risk and responsibility, regardless of whether or not such modifications were authorized by Worlds. 6 Term and Termination. 6.1 Right of Termination. The Parties rights of termination for this Order Form are set forth in the Agreement. 6.2 Effect of Termination. Upon expiration or termination of the Agreement by either party, Worlds’ right to use the Customer Data and Customer’s license to access and use the Subscription Services, Worlds Software, and Permitted Derivative Works shall immediately terminate as of the effective date of such termination or expiration; provided however, that Worlds’ may continue to access and use Customer Data for the sole purpose of returning Customer Data to the Customer. Termination of the Agreement and these General Terms will not release the Customer from making payments which may be owing to Worlds and which Customer has not disputed in good faith. Customer shall upon expiration or termination of this Order Form, delete or destroy, as applicable all copies of Documentation. 7 Disclaimer. The Software measures data and provides information about real-world events and activities. While it is Worlds’ intention that this data provides meaningful and actionable information to our customers’ businesses, Worlds does not make business decisions for our customers, nor does Worlds make representations or warranties related to these real-world events or observances. Worlds does not ensure safety or compliance, nor does Worlds ensure product or performance quality. Such things are intrinsic to our customers’ businesses and are beyond our control. EXHIBIT Support Program This Support Program is part of the Order Form between Worlds and Customer. Worlds will provide telephone and email technical support for all as defined below: Covered Components are defined as:  Worlds Platform functionality  Components related to Worlds’ ability to deliver AI as a Service to Customer  Hosting infrastructure, if applicable, and as defined in the Order Form  Third Party vendor coordination, planning, implementation, sensor configuration, model selection and other recommendations  Third Party vendor triage troubleshooting, remedial services, break-fix coordination and repair of sensors managed by Worlds Platform  Connectivity, calibration and integration with sensors and sensory data provided as an input into the Worlds Platform Worlds will ensure that all Covered Components remain in good working order, free from material defects and errors so that the Covered Components shall function in accordance with its specifications and the accepted level of performance. 1.1 Basic Support Response Worlds will make available to Customer an email address (the “Support Email”) for Customer to initiate trouble reports requesting service of the Covered Components. The Support Email is accessible at all times and should be used to notify Worlds of problems associated with the Covered Components. Customer Support and hours of operation: Telephone Support Hours: 8:00am – 5:00pm CST 1 (214) 228-6266 Email Support Hours: 7:00am – 10:00pm CST 1 Support Email: support@worlds.io 1 excluding US Holidays 2.0 Software Maintenance Services Worlds will maintain the Covered Components by providing to Customer any software updates and enhancements to the Covered Components (“Updates”) offered by Worlds under its general maintenance policies. All Updates provided to Customer by Worlds pursuant to the terms of this Order shall be subject to the terms and conditions of the Agreement. Updates will be provided when available and include bug fixes, security updates, enhancements to existing features, and/or performance enhancements to existing features. Updates will be installed by Worlds’ staff or via automated processes. Updates will be scheduled to minimize disruption to Customer’s authorized users. All updates will be installed within thirty (30) days of public release. Neither Worlds nor Customer shall unreasonably delay installation. Updates to related documentation will be provided in electronic form. 3.0 Support Fees Software Maintenance and Support is included in Customer’s annual subscription license fee for all of aspects of the Covered Components provided by Worlds.