These Master Terms of Service ("Terms", "Agreement") govern the relationship between AuroraBet Engine Inc. ("AuroraBet", "We", "Us", or "Our") and the business entity utilizing our platform ("Operator", "Client", "You"). By executing an Order Form, signing a Master Service Agreement (MSA), or integrating with our APIs at aurorabet-engine.io, you agree to be bound by these Terms.

This Agreement represents a Business-to-Business (B2B) contract. AuroraBet Engine provides software and infrastructure. We do not operate consumer-facing gambling services, nor do we hold player funds.

1. Definitions

• "Platform" refers to the AuroraBet Engine iGaming software suite, including all modules (PAM, Casino, Sportsbook), back-office interfaces, APIs, and accompanying documentation.
• "End-User" means any individual who registers an account, places wagers, or otherwise interacts with the Operator's consumer-facing brand powered by the Platform.
• "GGR" (Gross Gaming Revenue) means the total amount of wagers placed by End-Users minus the total amount of winnings paid out, before the deduction of operating expenses or taxes.
• "Regulatory Authority" refers to any governmental or regulatory body overseeing gambling operations, specifically including the Alcohol and Gaming Commission of Ontario (AGCO) and iGaming Ontario (iGO).

2. Grant of License and Access

2.1. SaaS License

Subject to the terms of this Agreement and the payment of applicable fees, AuroraBet grants the Operator a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform solely for the purpose of operating the Operator's licensed iGaming brand(s).

2.2. Restrictions

The Operator shall not: (a) reverse engineer, decompile, or disassemble the Platform; (b) sublicense, lease, or resell the Platform to third parties; (c) use the Platform to build a competitive product; or (d) attempt to bypass any security mechanisms or rate limits established by our APIs.

3. Compliance and Regulatory Obligations

3.1. Operator Licensing

The Operator represents and warrants that it holds, and will maintain throughout the term of this Agreement, all necessary licenses, permits, and approvals required by the applicable Regulatory Authorities in the jurisdictions where it accepts End-Users (e.g., holding an active registration with the AGCO).

3.2. Platform Readiness

AuroraBet warrants that the Platform architecture supports compliance with the technical standards of the AGCO and iGO. However, the Operator remains solely responsible for its overall regulatory compliance, including day-to-day AML, KYC, and Responsible Gaming operational procedures.

4. Service Levels and Maintenance (SLA)

AuroraBet commits to providing a commercially reasonable 99.99% Platform Uptime. Uptime calculations exclude scheduled maintenance windows. We will provide a minimum of 48 hours advance notice for any scheduled maintenance that may cause service interruption. Emergency maintenance to address critical security vulnerabilities may be performed without advance notice.

5. Intellectual Property Rights

5.1. AuroraBet Ownership

All rights, title, and interest in and to the Platform, including underlying source code, algorithms, APIs, and user interfaces, remain the exclusive property of AuroraBet Engine Inc.

5.2. Operator Data

The Operator retains all rights to its End-User data, branding, trademarks, and front-end intellectual property. Upon termination of this Agreement, AuroraBet will facilitate the secure export of the Operator's End-User data in a standard format.

6. Fees, Reporting, and Payment

Fees are determined by the specific pricing plan ("Launch", "Growth", or "Enterprise") selected in the Order Form. Unless otherwise specified:

• Monthly Platform Fees and Revenue Share (calculated based on GGR) are invoiced on the 1st of each month for the preceding month.
• Payments are due within thirty (30) days of the invoice date.
• Late payments may accrue interest at a rate of 1.5% per month or the highest rate permitted by law.
• The Operator grants AuroraBet the right to audit platform data solely to verify the accuracy of GGR calculations.

7. Limitation of Liability

To the maximum extent permitted by applicable law, neither party shall be liable for any indirect, incidental, consequential, or punitive damages, including loss of profits, data, or business opportunities. AuroraBet's total aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by the Operator to AuroraBet in the twelve (12) months immediately preceding the event giving rise to the claim.

8. Term and Termination

8.1. Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach and fails to cure it within thirty (30) days; (b) becomes insolvent or files for bankruptcy; or (c) loses its mandatory gaming licenses or has them suspended by a Regulatory Authority.

8.2. Effect of Termination

Upon termination, all access to the Platform will be revoked. AuroraBet will provide a 30-day grace period to assist with data migration, subject to the Operator's account being in good financial standing.

9. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Toronto, Ontario.