TERMS AND CONDITIONS

At a Glance

1. About These Terms

1.1. These terms are an agreement between Power Plant Inc., a company incorporated in Saint Lucia and trading as Raise Engine ("Raise", "we", "us", "our"), and the individual or entity that registers a creator account and accepts them ("you", "your", the "Creator").

1.2. They cover how you submit games to the Raise Engine RGS, the licence you give us to distribute those games to Operators, and the share of revenue we pay you in return.

1.3. You accept these terms by ticking the acceptance box when you register or submit a game. The date you do so is the "Start Date". They then apply to every game on your account, including any you submitted before the Start Date.

1.4. If you accept on behalf of a company or team, you confirm that you are authorised to bind it, and references to "you" mean that company or team.

1.5. If we sign a Programme Letter with you (for example, for Signature Studios), the Programme Letter takes priority over these terms where they conflict, and these terms apply to everything it does not cover. Capitalised words have the meanings given in Schedule 1.

2. Accounts and Verification

2.1. You must be at least 18 years old and give us accurate, complete information when you register, and keep it up to date. You are responsible for keeping your login credentials secure and for everything done through your account.

2.2. Because games on the Raise Engine RGS are offered by licensed gambling operators, we must know who we work with. On request you will provide identity documents, proof of address, company and ownership records (including ultimate beneficial owners), and evidence that you control the payout wallet you nominate. We may also run sanctions, politically exposed person, and adverse media checks.

2.3. We may decline to open, suspend, or close an account if verification is incomplete or unsatisfactory, or if working with you would breach any law, sanctions regime, licence condition, or Operator requirement.

3. Submitting a Game

3.1. You submit each game, including its maths model, front-end build, and supporting documentation, through the Raise Engine tools in the format set out in the Documentation.

3.2. We review every submission against our technical, maths, content, and certification standards. We may accept it, ask for changes, or decline it. These decisions are ours to make, and declining a game creates no liability and no fee.

3.3. A game becomes an "Accepted Game" only when we confirm acceptance in writing, which includes confirmation by email or in your dashboard. Each game is reviewed and accepted separately.

3.4. While a game is being built for Raise, you will give us reasonable visibility of work in progress on request, including access to builds and to the repository or build environment you use for that game, so that we can review quality and plan certification and launch.

3.5. You authorise us to submit Accepted Games to testing laboratories and regulators and to obtain the certifications and approvals needed in the markets we choose. We pay the standard cost of certifying an Accepted Game unless we agree with you in writing, before submission, that you will certify it independently. You pay for any re-testing caused by defects in your build. You will provide the information, documentation, and technical help that laboratories and regulators ask for.

4. The Licence You Grant

4.1. For each Accepted Game, you grant us a worldwide licence for the Licence Period, paid for through the Creator Fee, to:

• (a) host, run, copy, store, test, and operate the game on the Raise Engine RGS and on infrastructure run for us by hosting providers;
• (b) make the game available to Operators and Aggregators, through Raise Portal or direct agreements, and grant them sublicences so they can offer it to their players;
• (c) submit the game for certification and regulatory approval, and configure it as those approvals require;
• (d) adapt, localise, configure (including RTP variants, bet limits, and market-specific features), fix, and maintain the game, ourselves or through contractors, to the extent needed to operate it, certify it, or comply with law or an Operator's licence;
• (e) use the game's name, artwork, audio, video, and screenshots, and your name and logo, to market the game and to show it as part of the Raise catalogue; and
• (f) keep archive copies of each version for as long as a regulator or law requires.

4.2. The licence is non-exclusive for Full Launch games and exclusive for Signature Games, as set out in clause 6.

4.3. Sublicences we grant to Operators and Aggregators will restrict them to offering the game to players and will protect your intellectual property at least as strongly as these terms do. Their sublicences end when our licence for that game ends, subject to clause 14.6.

4.4. You will deliver the compiled build of each Accepted Game, and of every update, through the Raise Engine tools. If we ask in writing, you will also deliver the Source Code of an Accepted Game within five (5) Business Days. We will keep Source Code confidential and use it only for the purposes in clause 4.1, including certification, security review, and fixing defects under clause 8.5.

4.5. We may change the name under which a game is displayed where an Operator, regulator, or market requires it, or to avoid a conflict with another title. Your original game name stays yours. A display name that we create belongs to us.

4.6. Changes we make to a game under clause 4.1(d) belong to us. Where a change only fixes a defect in your game, we grant you a free, perpetual licence to use that fix in your game.

5. What You Keep

5.1. You, or your licensors, keep ownership of all intellectual property in your games. Nothing in these terms transfers that ownership to us.

5.2. Your general-purpose engines, libraries, tools, and maths frameworks that are not specific to one game remain yours, and you may use them freely, subject only to the Signature exclusivity in clause 6.3.

5.3. The Raise Engine RGS, our SDKs, templates (including our certified maths templates), tools, dashboards, Documentation, and anything else we provide ("Raise Materials") belong to us or our licensors. During the Term, we give you a limited, non-transferable, revocable licence to use the Raise Materials solely to build, test, and submit games for distribution through Raise.

5.4. Being non-exclusive lets you distribute a Full Launch game elsewhere. It does not give you any right to use Raise Materials outside Raise. Before distributing a game elsewhere you must remove or replace any Raise-specific code, integration layer, or template it relies on.

5.5. If you give us suggestions or feedback about Raise, we may use them freely without obligation to you.

6. Programme Tiers

6.1. Full Launch

Full Launch is open to any creator whose game we accept. It is non-exclusive: you may license the same game to any other platform, aggregator, or operator. The Creator Fee rate is 5% of Net GGR.

6.2. Signature Studios

Signature is a limited, invitation-only programme. Each Signature Studio signs a Programme Letter that sets out its commitments from Raise (such as build support, marketing, and lobby placement), its term, and any further conditions. The Creator Fee rate for a Signature Game is 6% of Net GGR, and that rate stays fixed for as long as the game is live under these terms.

6.3. During its term, a Signature Studio will not license, distribute, or make available any Signature Game, or any game substantially similar to one, through any other platform, aggregator, or operator, unless we agree in writing.

6.4. During its term, a Signature Studio will show us each new casino game it develops at least fifteen (15) days before offering it to anyone else, so that we can propose adding it to the programme. If we do not propose terms within those fifteen days, the studio may offer the game elsewhere.

6.5. If a Signature Studio wishes to sell its rights in a Signature Game during its term, it will first tell us and give us thirty (30) days to make an offer. The studio is free to accept or reject our offer and may then sell to anyone on any terms.

7. Fees, Statements and Payment

7.1. For each calendar month, we pay you a fee (the "Creator Fee") equal to the rate for your programme tier (clause 6) multiplied by the Net GGR of your Live games across all Operators in that month.

7.2. "Net GGR" means total real-money stakes placed on the game, minus total winnings paid to players, minus stakes on voided, cancelled, or refunded rounds, minus bonus deductions applied under the relevant Operator agreement. It is calculated before our own fees and taxes.

7.3. Net GGR from all your Live games is combined each month. If the combined figure is negative, the Creator Fee for that month is zero and the negative amount carries forward, to be offset against positive Net GGR in later months before any Creator Fee is calculated. You will never owe us money because of a negative month, and we will never recover Creator Fees already paid because of one. Any carried-forward balance lapses when these terms end.

7.4. By the 10th day of each month, we will publish a statement in your dashboard showing, for each game and Operator in the previous month: stakes, winnings, adjustments, Net GGR, any carry-forward, the rate applied, and the Creator Fee.

7.5. We pay the Creator Fee for each month by the 15th day of the following month, in USDT or another currency or method we offer, to the payout wallet or account verified in your dashboard. If the fee for a month is under US$100, it rolls over and is paid with the first month in which the accumulated total reaches US$100. No interest accrues on rolled-over amounts.

7.6. Changes to your payout wallet or account take effect for payments made at least fourteen (14) days after you change it in your dashboard. We are not responsible for a payment made to the details you gave us.

7.7. Creator Fees accrue from the date a game goes Live, but we hold them until you have completed verification under clause 2.2 and delivered the compiled build under clause 4.4. Held fees are released with the next payment run after both are complete.

7.8. Net GGR is calculated from round data on the Raise Engine RGS and reports from Operators. If an Operator fails to pay us, becomes insolvent, or is required by a regulator or court to refund stakes, we may defer the part of the Creator Fee that comes from that Operator until we are paid. If we never receive payment for that revenue, or if it is refunded, no Creator Fee is due on it, and any amount already paid on it may be adjusted on a later statement.

7.9. You may query a statement by writing to us within sixty (60) days of its publication; after that it is final, except in the case of fraud or manifest error. Once in any twelve (12) month period, on thirty (30) days' notice, you may appoint an independent accountant, bound by confidentiality, to examine the records we use to calculate your Creator Fees for the previous twenty-four (24) months. You pay for the audit unless it shows an underpayment of more than 5% for the period examined, in which case we reimburse its reasonable cost. We pay any confirmed underpayment within thirty (30) days.

7.10. The Creator Fee includes any taxes that apply to it. You are responsible for your own taxes. If law requires us to withhold tax from a payment, we will do so and give you evidence of the withholding.

7.11. We do not charge you to submit games or to use the Raise Engine RGS under these terms. Any optional paid service will be quoted separately and will apply only if you agree to it in writing.

7.12. We may set off against Creator Fees any amount you owe us under these terms, including costs under clause 8.5 and amounts under clause 11.

8. Quality, Fixes and Removal

8.1. When it goes Live, and with every update, each game must:

• (a) work as described in its documentation and meet the technical specifications we publish or give you;
• (b) produce outcomes and payouts that match its certified maths model, with visuals that accurately reflect those outcomes;
• (c) contain no Malicious Code and no known security vulnerability that has not been disclosed to us;
• (d) contain no Prohibited Content;
• (e) not be a copy or near-copy of a game already on the Raise Engine RGS (games that differ only cosmetically do not qualify); and
• (f) support the responsible-gambling and player-protection features we notify you of as required by Operators or regulators.

8.2. You will tell us promptly about any defect you find. You will fix, at your cost, any Critical Defect within two (2) Business Days of becoming aware of it, and any other defect within a reasonable time given its severity.

8.3. Updates go through the same review as new games. We may decline an update and keep the previous version live, and the Creator Fee continues on the version that stays live.

8.4. We and Operators may disable or remove a game at any time, including immediately where we consider it necessary to protect players, to address a security issue, a legal or regulatory concern, or a third-party claim, or because a game does not meet clause 8.1. Where we lawfully can, we will tell you why. Removal creates no liability for us, and Creator Fees do not accrue while a game is not Live.

8.5. If you do not fix a Critical Defect in time, we may fix it ourselves or through a contractor, using the Source Code where needed, and recover our reasonable costs from you, including by set-off.

8.6. If you are in material breach of these terms, including an unfixed Critical Defect or failed verification, we may withhold Creator Fees by written notice. Withheld fees are released with the next payment run once you remedy the breach. If you do not remedy it within sixty (60) days and we end these terms as a result, we may apply withheld fees against the losses the breach caused us and will pay you any balance.

9. Protecting Game IP

9.1. Each of us will tell the other promptly about any suspected infringement of an Accepted Game, or any claim that an Accepted Game infringes someone else's rights.

9.2. You have the first right to act against anyone infringing your game, at your cost, and you keep anything you recover.

9.3. If you do not act within twenty-one (21) days of our notice and the infringement affects our distribution of the game, we may act at our own cost. You will join proceedings if the law requires it, at our cost. Anything recovered first reimburses our costs, and any remainder is shared equally between us.

10. Warranties

10.1. Each of us confirms that it has the power and authority to enter into these terms, that doing so does not breach any law or agreement binding on it, that it will comply with the laws that apply to it in performing these terms, and that it is not insolvent.

10.2. You also confirm that:

• (a) you own, or have licensed, every right needed to grant the licence in clause 4 for each game, including its code, maths, artwork, audio, fonts, and name, and our use of the game under these terms will not infringe anyone's rights;
• (b) where any part of a game was created with AI tools (other than tools supplied by Raise), you have the right to use the output commercially, and the inputs you used did not infringe anyone's rights;
• (c) you have told us about every third-party component in each game and complied with its licence, and no game includes code under a licence (such as the GNU GPL) that would require disclosure or licensing of the game's or Raise's source code;
• (d) neither you nor your owners, directors, or ultimate beneficial owners are subject to sanctions imposed by the United Nations, the European Union, the United Kingdom, or the United States, or are located in a country subject to comprehensive sanctions;
• (e) you comply with anti-money-laundering, counter-terrorist-financing, and anti-bribery laws, and the wallet or account you nominate belongs to you; and
• (f) you will not design or market any game to appeal to minors or to exploit vulnerable players.

10.3. The Raise Engine RGS, the Raise Materials, and our dashboards are provided "as is" and "as available". We do not promise that they will be uninterrupted or error-free, or that any number of Operators will take your game, that it will receive any placement or traffic, or that it will earn any revenue. To the extent the law allows, all warranties not set out in these terms are excluded.

11. Indemnities

11.1. You will defend Raise, its group companies, and their officers and employees, and compensate them for all losses, regulatory fines, and reasonable legal costs arising from any claim or regulatory action that results from:

• (a) a game or anything you supplied infringing someone else's rights;
• (b) Malicious Code or a deliberately concealed defect in a game;
• (c) your breach of clause 10.2 or of any law, sanctions regime, or anti-money-laundering requirement; or
• (d) your fraud, wilful misconduct, or gross negligence.

11.2. We will defend you, and compensate you for losses and reasonable legal costs, if a third party claims that Raise Materials, as we supplied them, infringe its intellectual property rights.

11.3. The party seeking protection must tell the other promptly about the claim, let it control the defence with counsel reasonably acceptable to both, and give reasonable help at its cost. Neither party may settle a claim in a way that admits fault on behalf of the other without that party's consent. If the defending party does not take control within ten (10) Business Days, the other may defend the claim at the defending party's cost.

11.4. If a game is, or we reasonably believe it may be, infringing, you will at your cost either secure the rights needed or modify the game so it no longer infringes while still meeting clause 8.1. Until then, we may remove it.

11.5. If you knowingly or recklessly include Malicious Code in a game, you will also repay every Creator Fee paid for that game.

12. Liability

12.1. Nothing in these terms limits liability for fraud, for death or personal injury caused by negligence, or for anything else that cannot legally be limited. Clauses 12.2 and 12.3 also do not limit your obligations under clause 11.1, your liability for breaching clause 5.3, 6.3, or 13, or our obligation to pay Creator Fees properly due.

12.2. Our total liability to you for all claims arising in any twelve (12) month period, under or in connection with these terms, is limited to the greater of (a) the Creator Fees paid or payable to you in the twelve (12) months before the first event giving rise to a claim, and (b) US$1,000.

12.3. Neither of us is liable to the other for loss of profit, revenue, goodwill, data, or opportunity, or for any indirect, consequential, special, or punitive loss, even if it was foreseeable.

12.4. Any claim against us must be notified to us in writing within twelve (12) months of the date you became aware, or should reasonably have become aware, of the facts giving rise to it.

12.5. This clause applies to liability of every kind, whether in contract, tort (including negligence), breach of statutory duty, or otherwise.

13. Confidentiality

13.1. Each of us will keep the other's Confidential Information confidential, use it only for the purposes of these terms, and disclose it only to its own and its group companies' personnel, contractors, and advisers, and to Operators, testing laboratories, and regulators, who need to know it and are bound by equivalent duties of confidentiality.

13.2. Information is not confidential if it is or becomes public through no fault of the recipient, was already lawfully known to the recipient, is independently developed, or is lawfully received from someone free to disclose it.

13.3. If law, a court, or a regulator requires disclosure, the recipient may disclose what is required, telling the other party first where it lawfully can.

13.4. Our statements and performance data, the terms of any Programme Letter, our roadmaps, and non-public Raise Materials are our Confidential Information. Your unreleased games and Source Code are your Confidential Information.

13.5. On request, or when these terms end, each of us will return or delete the other's Confidential Information, except copies kept in routine backups or required by law or regulation. These obligations last for five (5) years after these terms end, and for trade secrets and Source Code for as long as they remain confidential.

14. Term, Exit and Wind-Down

14.1. These terms start on the Start Date and run for thirty-six (36) months. They then renew automatically for successive twelve (12) month periods unless either of us gives at least ninety (90) days' notice before the end of the current period. Together these periods are the "Term". A Signature Studio's term is set out in its Programme Letter.

14.2. After the first twelve (12) months, a Full Launch creator may end these terms, or withdraw an individual game, on ninety (90) days' notice.

14.3. We may end these terms, or stop distributing an individual game, on thirty (30) days' notice for any reason.

14.4. Either of us may end these terms immediately by notice if the other commits a material breach and does not remedy it within thirty (30) days of being told about it (or at once if the breach cannot be remedied), or becomes insolvent or enters any insolvency process.

14.5. We may also end these terms immediately by notice if:

• (a) you fail verification under clause 2, or become subject to sanctions;
• (b) a regulator, testing laboratory, or Operator's regulator requires it, or a change in law makes continuing unlawful or would require a licence we do not hold;
• (c) you commit fraud or include Malicious Code in a game;
• (d) you act in a way that would reasonably be expected to cause serious harm to Raise's reputation with Operators, regulators, or players; or
• (e) control of your business changes and, within sixty (60) days of being told about it, we reasonably object (for example, because the new owner is a competitor or fails verification).

14.6. When these terms end, or we stop distributing a game, the licence for each affected game ends after a wind-down period of up to ninety (90) days (the "Wind-down Period"), during which Operators remove the game. The Wind-down Period may be shorter where law, a regulator, or player protection requires it. We pay the Creator Fee on Net GGR earned during the Wind-down Period, and on any later period for which a game remains Live for any reason.

14.7. If no game of yours is Live when an initial or renewal period ends, these terms expire at the end of that period.

14.8. Clauses 4.4 (as to confidentiality of Source Code), 4.6, 5, 7 (for fees accrued and earned under clause 14.6), 9.3, 10.3, 11, 12, 13, 14.6, 14.8, 16, and 17, and anything else that by its nature is intended to survive, continue after these terms end.

15. Data

15.1. Players are customers of Operators, and each Operator is the controller of its players' personal data. Raise processes game-round and transaction data on the Raise Engine RGS for Operators under its agreements with them, and for its own purposes where the law allows, such as calculating fees, preventing fraud, and meeting regulatory requirements.

15.2. You do not receive player personal data. Game data shown in your dashboard is aggregated or pseudonymised, and you will not attempt to re-identify any player. If you exceptionally need access to personal data to provide support, you will act only on our written instructions as our sub-processor, keep it secure and confidential, delete it when the task is complete, and tell us within twenty-four (24) hours of becoming aware of any breach.

15.3. We handle the personal data of you and your team (such as account, verification, and payout details) as described in our Privacy Policy.

15.4. We may use aggregated, de-identified performance data, including data on your games, for analytics, benchmarking, and improving Raise. We will not publish revenue figures identifiable to you or your games without your consent.

16. Disputes and Governing Law

16.1. These terms, and any dispute or claim arising out of or in connection with them, are governed by the laws of Saint Lucia.

16.2. Before starting proceedings, the party raising a dispute will give the other written notice of it, and senior representatives of both will try in good faith to resolve it for thirty (30) days.

16.3. If the dispute is not resolved, the courts of Saint Lucia (the Eastern Caribbean Supreme Court sitting in Saint Lucia) have exclusive jurisdiction. Either of us may nevertheless seek urgent injunctive relief in any competent court, and we may bring proceedings in any competent court to protect our intellectual property or Confidential Information or to recover sums due.

17. General

17.1. Notices. Legal notices to us must be sent to legal@raise-engine.com. Notices to you are sent to the email address on your account. A notice is received on the next Business Day after it is sent. We may also give operational notices through your dashboard.

17.2. Changes. We may update these terms by giving you notice. Updates take effect fourteen (14) days after notice, or sooner where law or a regulator requires. If you keep games Live or submit a game after an update takes effect, you accept it. Updates do not affect Creator Fees accrued before they take effect, or the fixed Signature rate in clause 6.2.

17.3. Transfer. You may not transfer these terms without our written consent, which we will not unreasonably withhold, but you may assign your right to receive payment. We may transfer these terms to a group company or to a successor to our business.

17.4. Contractors. You may use contractors, but you remain responsible for their work and their compliance with these terms.

17.5. Events beyond control. Neither of us is liable for delay or failure caused by events beyond its reasonable control, but this does not excuse payment of sums due. If such an event prevents a game from being offered for more than sixty (60) days, either of us may end these terms for that game by notice.

17.6. Anti-bribery. Each of us will comply with applicable anti-bribery and anti-corruption laws and will not offer, give, or accept any improper advantage in connection with these terms.

17.7. Relationship. We are independent contractors. Nothing in these terms creates a partnership, joint venture, employment, or agency relationship.

17.8. Entire agreement. These terms and any Programme Letter are the entire agreement between us about their subject matter and replace any earlier agreement about it. Neither of us has relied on any statement not set out in them, but this does not exclude liability for fraud.

17.9. Miscellaneous. If any part of these terms is unenforceable, the rest continues in effect and the unenforceable part is read as modified to the minimum extent needed to make it enforceable. A delay in exercising a right is not a waiver of it. No one other than you, Raise, and (for clause 11.1) Raise's group companies has any right to enforce these terms. These terms may be accepted electronically and are written in English, which prevails over any translation.

Schedule 1 — Definitions

Accepted Game

A game we have accepted under clause 3.3, including all its versions and updates.

Aggregator

A business that distributes casino games from several suppliers to Operators.

Business Day

A day other than a Saturday, Sunday, or public holiday in Saint Lucia.

Confidential Information

Non-public information that one party discloses to the other in connection with these terms and that is marked confidential or would reasonably be understood to be confidential.

Creator Fee

Has the meaning given in clause 7.1.

Critical Defect

A defect that affects game outcomes, payouts, the integrity of the random number generator, security, or a game's availability to players.

Documentation

The technical documentation, specifications, and guidelines for the Raise Engine RGS and tools that we publish or give you from time to time.

Licence Period

For each Accepted Game, the period from acceptance until the end of its Wind-down Period under clause 14.6.

Live

Enabled for real-money play by players of at least one Operator.

Malicious Code

Viruses, back doors, time bombs, undisclosed remote access, or any code designed to damage, disrupt, or gain unauthorised access to systems or data, or to manipulate game outcomes.

Net GGR

Has the meaning given in clause 7.2.

Operator

A licensed gambling operator that offers games to players, whether it receives them directly from Raise or through an Aggregator.

Programme Letter

A written agreement signed by Raise and a creator that sets out programme-specific terms, such as those for Signature Studios.

Prohibited Content

Content that is unlawful, obscene, defamatory, hateful, or discriminatory; that infringes anyone's rights; that targets or appeals to minors; or that misleads players about their chances of winning.

Raise Engine RGS

Raise's remote gaming server and related systems used to host, certify, distribute, and operate games.

Raise Materials

Has the meaning given in clause 5.3.

Signature Game

An Accepted Game developed by a Signature Studio and designated as a Signature Game in its Programme Letter.

Signature Studio

A creator admitted to the Signature programme under a Programme Letter.

Source Code

The human-readable form of a game's software, together with the build scripts, maths files, assets, and documentation needed to build, run, and maintain it.

Start Date / Term / Wind-down Period

Have the meanings given in clauses 1.3, 14.1, and 14.6.