Brand Partner Terms & Limited Character License

These Brand Partner Terms and Limited Character License (the “Terms”) govern each advertising, promotional, sponsorship, branded-content, or other commercial campaign (each, a “Campaign”) entered into between Athletic Estate, Inc., a Texas corporation doing business as “The Dice Game” (“The Dice Game,” “Licensor,” “Company,” “we,” “us,” or “our”) and the applicable brand, advertiser, sponsor, merchant, agency, or other commercial partner (“Brand Partner,” “you,” or “your”).

By creating a Brand Partner account, approving a Campaign, submitting payment for a Campaign, or otherwise authorizing a Campaign to proceed, you acknowledge that you have read, understood, and agreed to these Terms.

1. Limited License

Subject to your continued compliance with these Terms and payment in full of all applicable Campaign fees, The Dice Game grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license during the applicable Campaign term to use the co-branded materials specifically created or approved by The Dice Game for that Campaign (the “Campaign Content”).

Campaign Content may include The Dice Game characters, artwork, animations, videos, digital trinkets, stories, promotional graphics, screenshots, game elements, or other materials incorporating both The Dice Game intellectual property and Brand Partner materials.

The license granted under this Section is limited solely to the uses, media, territory, platforms, and Campaign term expressly authorized by The Dice Game. No ownership interest in The Dice Game, its characters, trademarks, copyrights, artwork, game assets, trade dress, or other intellectual property is transferred to Brand Partner.

Upon expiration or termination of the applicable Campaign term, Brand Partner's license to use Campaign Content automatically terminates, except to the extent The Dice Game expressly authorizes continued use in writing.

2. Ownership of Intellectual Property

As between the parties, The Dice Game retains all right, title, and interest in and to The Dice Game, its characters, character names, likenesses, game mechanics, artwork, animations, trademarks, logos, designs, audiovisual materials, creative concepts, and all derivative works thereof.

Brand Partner retains ownership of trademarks, logos, product images, trade names, promotional materials, and other intellectual property supplied by Brand Partner to The Dice Game (“Brand Assets”).

Brand Partner grants The Dice Game a non-exclusive, royalty-free license during the Campaign term to reproduce, display, modify, format, combine, animate, distribute, and otherwise use the Brand Assets solely as reasonably necessary to create, operate, promote, display, and administer the Campaign.

Except for the limited licenses expressly granted under these Terms, neither party acquires any ownership rights in the other party's intellectual property.

3. Campaign Content and Production

Brand Partner shall provide The Dice Game with the Brand Assets, promotional codes, referral links, destination URLs, product information, campaign instructions, and other materials reasonably necessary to create the Campaign.

Unless otherwise expressly agreed in writing, The Dice Game shall control the creative production, formatting, presentation, placement, and technical implementation of Campaign Content.

Campaign Content may include, without limitation, branded videos, digital trinkets, character interactions, promotional stories, game placements, or similar promotional elements.

Campaign Content may be displayed within The Dice Game on a rotating and non-exclusive basis. Brand Partner acknowledges that other advertisers, sponsors, or commercial partners, including competitors of Brand Partner, may appear elsewhere within The Dice Game unless category exclusivity is expressly stated in the applicable Campaign order.

4. Campaign Fees; Authorization to Charge

The Campaign price quoted or otherwise presented to Brand Partner and accepted by Brand Partner shall constitute the full, final, and binding Campaign Fee for the applicable Campaign, subject only to applicable sales, use, excise, or similar taxes.

By approving a Campaign, electronically accepting the Campaign price, submitting payment information, or otherwise authorizing the Campaign, Brand Partner expressly authorizes The Dice Game to charge the exact Campaign Fee presented and accepted by Brand Partner.

Unless expressly agreed otherwise in writing, all Campaign Fees are due in full and in advance before Campaign activation.

Campaign Fees are fixed commercial fees and are not calculated on a per-click, per-impression, per-view, per-install, per-conversion, or other performance basis.

Texas recognizes electronic records, signatures, and transactions when the parties agree to conduct transactions electronically, which supports structuring Campaign acceptance and authorization through an online account or electronic approval process.

5. Refunds; Payment Disputes

Except as expressly provided in these Terms, Campaign Fees are non-refundable once the applicable Campaign has commenced or Campaign Content has been made publicly available.

Brand Partner agrees not to initiate a chargeback or payment dispute based solely upon dissatisfaction with Campaign performance, audience size, impressions, clicks, conversions, sales, or other results where The Dice Game has substantially delivered the agreed Campaign deliverables.

Nothing in this Section is intended to waive any right that cannot lawfully be waived or to prohibit a good-faith dispute concerning fraud, duplicate billing, an unauthorized transaction, or a material failure by The Dice Game to provide the purchased Campaign.

This qualification is preferable to an absolute “no chargeback under any circumstances” provision because Texas law continues to prohibit deceptive commercial practices and false or misleading representations.

6. Campaign Delivery; No Guarantee of Audience or Performance

The Dice Game guarantees only the specific Campaign deliverables expressly identified in the applicable Campaign description, order, insertion order, or other written Campaign specification.

Unless expressly stated otherwise in writing, The Dice Game does not guarantee any particular number of impressions, views, clicks, installs, users, engagements, conversions, transactions, customers, sales, revenue, return on advertising spend, or other commercial result.

Any audience, reach, impression, engagement, or similar figure communicated in connection with a Campaign is an estimate or Campaign target unless expressly designated as a guaranteed minimum.

If The Dice Game expressly identifies a Campaign reach or delivery target and that target is not achieved during the original Campaign term, Brand Partner's exclusive contractual remedy shall be a reasonable make-good extension or additional placement at no additional charge, sufficient to provide The Dice Game a reasonable opportunity to satisfy the applicable delivery target.

Except where prohibited by applicable law, failure to achieve a projected or estimated level of performance shall not entitle Brand Partner to a refund.

7. Brand Standards and Content Requirements

Brand Partner represents and warrants that all Brand Assets, promotional claims, links, offers, products, services, and other materials supplied in connection with a Campaign:

• (a) are accurate and not false, misleading, deceptive, or unlawful;
• (b) do not infringe or violate the intellectual-property, privacy, publicity, or other rights of any third party;
• (c) comply with all applicable laws and advertising requirements; and
• (d) are appropriate for The Dice Game's generally family-oriented brand environment.

The Dice Game retains final approval over all uses of its characters, trademarks, artwork, brand identity, and Campaign Content.

The Dice Game may reject, suspend, modify, remove, or pause Campaign Content that it reasonably determines is unlawful, deceptive, technically harmful, inconsistent with these Terms, or materially inconsistent with The Dice Game's brand standards.

8. Character and Brand Protection

Brand Partner shall not alter, distort, redraw, animate, reproduce, train artificial-intelligence models on, create derivative characters from, or otherwise modify any The Dice Game character or proprietary artwork except as expressly authorized in writing by The Dice Game.

Brand Partner shall not use Campaign Content or The Dice Game intellectual property in any manner that suggests ownership of, control over, endorsement by, or affiliation with The Dice Game beyond the specific commercial relationship created by the applicable Campaign.

No license is granted to use The Dice Game characters or intellectual property outside the applicable Campaign.

9. Campaign Term and Termination

Each Campaign shall remain in effect for the period identified in the applicable Campaign order or Campaign description.

The Dice Game may suspend or terminate a Campaign if Brand Partner materially breaches these Terms, fails to make an authorized payment, supplies unlawful or infringing materials, or engages in conduct that reasonably threatens The Dice Game, its users, its intellectual property, or its reputation.

Termination of a Campaign does not transfer or diminish any ownership rights held by The Dice Game.

10. Governing Law

These Terms and each Campaign shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict-of-laws principles.

Texas law expressly recognizes circumstances in which parties to qualifying commercial transactions may select the law governing their agreement.

The complete Brand Partner Agreement, Campaign specifications, and any additional applicable commercial terms shall be made available to Brand Partner before its first Campaign becomes active.