Kaigen Closed Beta License Agreement

Last updated: September 25, 2026

This Closed Beta License Agreement (the "Agreement") is made between 16456383 Canada Inc., a corporation incorporated under the laws of Canada, doing business as Kaigen, with offices in Burnaby, British Columbia ("Kaigen"), and you ("you" or the "Licensee"). Kaigen and the Licensee are each a "Party" and together the "Parties".

In consideration of Kaigen granting you access to the Kaigen Software, and of the mutual covenants in this Agreement, the receipt and sufficiency of which the Parties acknowledge, the Parties agree as follows.

By checking the box to accept this Agreement, activating a License Key, or installing or using the Kaigen Software, you agree to be bound by this Agreement. If you do not agree, do not activate, install or use the Kaigen Software.

If you accept this Agreement on behalf of a company, university, research group or other organization, you represent and warrant that you have the authority to bind that organization, and "you" and "Licensee" refer to that organization.

1. Interpretation

1.1 Definitions. In this Agreement:

"Academic Research Use" means non-commercial research conducted by or at an accredited academic or non-profit research institution, where the results are intended for publication, and which is not funded by, conducted for, or subject to rights held by a commercial entity in the results. Research that does not meet every element of this definition is Commercial Use.

"AI Tools" means any artificial intelligence or machine learning system, including coding agents, assistants and large language models.

"Builds" means applications, games, experiences or other executable outputs created with the Kaigen Software, which incorporate components of the Kaigen runtime in object code form.

"Business Day" means any day other than a Saturday, Sunday or statutory holiday in the Province of British Columbia, Canada.

"Commercial Use" means any use of the Kaigen Software, or of any Build, that is directly or indirectly intended to generate revenue or commercial advantage, including: selling, licensing or otherwise monetizing a Build; distributing a Build that contains advertising, in-app purchases, paid access, subscriptions or sponsorship; work performed for a client or under contract; and use in the production, operations or products of any business, other than Evaluation.

"Documentation" means the manuals, API references, guides, examples and other materials Kaigen makes available for the Kaigen Software, including the non-public API documentation available after activation.

"Evaluation" means testing and assessing the Kaigen Software to decide whether to obtain a commercial license, including building non-commercial projects for that purpose.

"Feedback" means suggestions, bug reports, ideas, benchmarks or other input you provide to Kaigen about the Kaigen Software, in any form or channel.

"Kaigen Software" means Kaigen Studio, the Kaigen engine and runtime, and all related tools, libraries, headers, build systems, templates, sample content, Documentation, updates, upgrades and License Keys that Kaigen provides to you, in object code or any other form.

"License Key" means the key Kaigen issues to you to activate the Kaigen Software.

"Personnel" means your employees and individual contractors who use the Kaigen Software on your behalf under Section 3.3.

"Proprietary and Confidential Information" has the meaning given in Section 14.1.

"Showcase Use" means publicly sharing, free of charge, Builds and media made with the Kaigen Software, including playable web builds, videos and screenshots, without any form of monetization described in the definition of Commercial Use.

"Your Content" means the code, assets, designs and other materials you create or supply, excluding the Kaigen Software.

1.2 Interpretation. In this Agreement, "including" means "including without limitation". Headings are for convenience only and do not affect interpretation. The singular includes the plural and vice versa. To the extent permitted by law, no rule of construction that interprets ambiguity against the drafting party, including *contra proferentem*, applies to this Agreement.

2. Eligibility and the Closed Beta

2.1 You must be at least 18 years old, or the age of majority where you live, whichever is higher.

2.2 The closed beta is by invitation. Kaigen issues License Keys manually and at its sole discretion. One License Key is issued per Licensee, whether an individual or an organization.

2.3 The Kaigen Software is pre-release software under active development. It may contain errors, change without notice, and be incomplete.

2.4 You represent and warrant that: (a) you have the legal capacity and authority to enter into this Agreement; (b) your acceptance and performance of this Agreement does not breach any other agreement or obligation binding on you; and (c) you will comply with all laws applicable to your use of the Kaigen Software.

3. License Grant

3.1 Grant. Subject to your continuous compliance with this Agreement, Kaigen grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the term of this Agreement, to install and use the Kaigen Software, on devices you own or control, solely for:

3.2 Conditions of the license. The license in Section 3.1 is expressly conditioned on your compliance with Sections 4, 7, 8 and 9. Any use of the Kaigen Software outside the scope of Section 3.1, or in breach of those Sections, is unlicensed and constitutes infringement of Kaigen's intellectual property rights, in addition to a breach of this Agreement.

3.3 Personnel. If you are an organization, your Personnel may use the Kaigen Software under your License Key, solely on your behalf and within the scope of this Agreement, provided that: (a) each of them is bound by obligations at least as protective of Kaigen as those in this Agreement; (b) their use ends when their work for you ends or this Agreement ends, whichever is earlier; and (c) you remain fully responsible for their acts and omissions. Any breach of this Agreement by your Personnel is a breach by you. The rights in this Section 3.3 do not grant any license to your Personnel in their own right.

3.4 Reservation of rights. All rights not expressly granted in this Agreement are reserved by Kaigen. For greater certainty, no license is granted by implication, estoppel or otherwise.

4. No Commercial Use

4.1 This Agreement does not permit Commercial Use. Commercial Use requires a separate written commercial license from Kaigen.

4.2 To release anything commercially, contact hello@kaigen3d.com to obtain a commercial license.

4.3 If you engage in Commercial Use without a commercial license, then, without limiting any other right or remedy of Kaigen, Kaigen may require you to enter into a commercial license on Kaigen's then-current terms, with fees payable from the date your Commercial Use began.

5. Showcase Use

5.1 You may publicly share Builds and media made with the Kaigen Software as Showcase Use, including hosting free, playable web builds, provided that the Kaigen Software is distributed only as incorporated into those Builds in object code form, and is not distributed in source code form or otherwise made available for independent use.

5.2 Where reasonably possible, you will credit Kaigen with the words "Made with Kaigen" or a similar attribution.

5.3 Kaigen may require you to remove any publicly shared Build if Kaigen reasonably believes it breaches this Agreement, and you will remove it within five (5) Business Days of Kaigen's request.

6. Academic Research Use

6.1 You may use the Kaigen Software for Academic Research Use and publish the results of that research.

6.2 Publications, presentations and other research outputs that use the Kaigen Software must cite Kaigen in the form Kaigen reasonably specifies.

6.3 The results of your research belong to you. Research funded by, conducted for, or subject to rights held by a commercial entity is Commercial Use and requires a commercial license. Kaigen offers academic and industry research licenses on request.

7. Restrictions

Except as expressly permitted by this Agreement, you will not, and will not permit or assist any other person to:

8. AI Tools

8.1 Permitted use. You may use AI Tools to develop Builds with the Kaigen Software, including AI Tools that read the Documentation and API, write code against them, and transmit portions of the Kaigen Software or the Documentation to their model provider as part of their normal operation for that purpose.

8.2 Prohibited use. You will not, and will not use, permit or configure any AI Tool to:

8.3 Training settings. Where an AI Tool offers a setting that prevents your inputs from being used to train models, you will enable that setting whenever the AI Tool processes the Kaigen Software or the Documentation.

9. License Keys, Activation and Expiry

9.1 The Kaigen Software must connect to Kaigen's servers to activate your License Key the first time it is used. After activation it may operate offline.

9.2 License Keys are valid for the period Kaigen determines. Kaigen may, at its sole discretion and at any time during the closed beta, set, extend, renew, suspend or revoke a License Key. A suspension or revocation takes effect when the Kaigen Software next connects to Kaigen's servers.

9.3 When a License Key expires or is suspended or revoked, the Kaigen Software may stop building, running or publishing projects. Your Content remains yours and remains on your devices.

9.4 You will keep your License Key and the Kaigen Software reasonably secure against theft, unauthorized access and tampering, and will notify Kaigen promptly at hello@kaigen3d.com if you become aware of any unauthorized use of either.

10. Telemetry, Crash Reports and Your Builds

10.1 The Kaigen Software collects limited usage data, crash reports and session logs, as described in Kaigen's Privacy Policy. This data is used to validate licenses, detect misuse, verify compliance with this Agreement, and improve the Kaigen Software. You acknowledge this collection and will not disable or interfere with it.

10.2 Builds include Kaigen runtime components that may send limited usage data to Kaigen when they run, including when they are used by persons other than you. Where applicable law requires, you will disclose this in your own privacy notice for your Build.

10.3 On Kaigen's request, you will confirm in writing, within ten (10) Business Days, that your use of the Kaigen Software complies with this Agreement.

11. Ownership

11.1 All right, title, interest and intellectual property rights in and to the Kaigen Software and the Documentation, including all copies, updates and derivative works, reside solely and exclusively with Kaigen and its licensors. This Agreement is a license, not a sale, and your rights are strictly limited to those expressly granted in it.

11.2 You own Your Content. You own your Builds, except for the Kaigen Software components incorporated in them, which remain the sole property of Kaigen and are licensed to you under this Agreement.

11.3 You may use the templates and sample assets included with the Kaigen Software, and include them in Builds, subject to this Agreement.

12. Feedback

12.1 You grant Kaigen a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable license to use, reproduce, modify, incorporate and otherwise exploit any Feedback, for any purpose, without obligation, compensation or attribution to you.

12.2 To the extent permitted by law, you waive, and will cause your Personnel to waive, any moral rights in Feedback in favour of Kaigen and its successors and licensees.

13. Publicity and Private Materials

13.1 You grant Kaigen a non-exclusive, worldwide, royalty-free license to reproduce and display, with attribution to you, Builds and media you have publicly shared as Showcase Use, for the purpose of promoting the Kaigen Software. You may ask Kaigen to stop at any time by emailing hello@kaigen3d.com, after which Kaigen will not include them in new materials.

13.2 Kaigen will not publicly share projects, code, assets or other materials that you send to Kaigen privately, including for support, without your permission.

13.3 You may state that a Build is made with Kaigen. You will not otherwise use Kaigen's name, logos or trademarks, or state or imply that Kaigen endorses, sponsors or is affiliated with you or your Builds, without Kaigen's prior written consent.

14. Proprietary and Confidential Information

14.1 Definition. "Proprietary and Confidential Information" means the Kaigen Software, the non-public Documentation, License Keys, and any other non-public information Kaigen discloses to you that is identified as confidential or that a reasonable person would understand to be confidential.

14.2 Obligations. You will: (a) keep Kaigen's Proprietary and Confidential Information confidential, using at least reasonable care; (b) use it only as permitted by this Agreement; and (c) restrict access to it to your Personnel who need it under this Agreement.

14.3 Exceptions. Section 14.2 does not apply to information that: (a) is or becomes public through no fault of yours; (b) you lawfully knew before Kaigen disclosed it; or (c) you are required by law to disclose, provided that you give Kaigen prompt notice, where lawful, and cooperate with any effort by Kaigen to protect its confidentiality.

14.4 Public participation. Your participation in the closed beta is not confidential. You may discuss the closed beta, share your experience, and publish Showcase Use and Academic Research Use outputs, provided you do not disclose Kaigen's Proprietary and Confidential Information.

15. Community

15.1 Kaigen may operate community channels, including a Discord server. Your use of them is also subject to the rules of the platform that hosts them.

15.2 In Kaigen's community channels you will not share License Keys, the Kaigen Software or non-public Documentation, or harass, abuse or disrupt others. Kaigen may moderate, remove content, and remove members at its discretion.

15.3 Community channels are not a support commitment. Feedback shared in them is Feedback under Section 12.

16. Third-Party Components

The Kaigen Software includes a small number of third-party components, which are licensed under their own terms as listed in the notices included with the Kaigen Software. Those terms govern those components.

17. Updates and Support

17.1 Kaigen may provide updates to the Kaigen Software, which may be installed automatically. Updates are part of the Kaigen Software and are governed by this Agreement.

17.2 Kaigen has no obligation to provide support, maintenance, updates or fixes under this Agreement. Any support Kaigen provides is at its discretion.

18. Disclaimer of Warranties

THE KAIGEN SOFTWARE IS PRE-RELEASE SOFTWARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, KAIGEN MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE KAIGEN SOFTWARE OR ANY BUILD, AND EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF ANY THIRD PARTY'S RIGHTS, AND ANY WARRANTY THAT THE KAIGEN SOFTWARE WILL BE ERROR-FREE, SECURE OR UNINTERRUPTED, OR THAT DATA WILL NOT BE LOST.

19. Limitation of Liability

19.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL KAIGEN OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS OR LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUSINESS INTERRUPTION, LOST DATA, LOST REVENUE OR LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE KAIGEN SOFTWARE, EVEN IF CAUSED BY THE NEGLIGENCE OF KAIGEN, EVEN IF KAIGEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY WERE REASONABLY FORESEEABLE, AND REGARDLESS OF WHETHER THE CAUSE OF ACTION IS FRAMED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, WARRANTY, STRICT LIABILITY OR PRODUCT LIABILITY.

19.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF KAIGEN AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND LICENSORS FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE KAIGEN SOFTWARE WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID KAIGEN UNDER THIS AGREEMENT AND ONE HUNDRED CANADIAN DOLLARS (CAD $100).

19.3 Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law.

20. Indemnity

You will indemnify, defend and hold harmless Kaigen and its affiliates, directors, officers, employees and contractors from and against all claims, demands, losses, liabilities, damages, costs and expenses, including reasonable legal fees, arising from: (a) your breach of this Agreement; (b) any Commercial Use without a commercial license; or (c) your Builds or Your Content, including any claim that they infringe the rights of a third party. This obligation survives termination of this Agreement.

21. Remedies

21.1 You acknowledge that a breach of Sections 7, 8 or 14 would cause Kaigen irreparable harm for which damages would not be an adequate remedy. Kaigen is entitled to seek injunctive or other equitable relief to prevent or stop any such breach, without the need to prove actual damages or post a bond, in addition to any other remedy available at law or in equity.

21.2 Any breach of Sections 4, 7 or 8 automatically terminates the license granted in Section 3, without notice.

22. Term and Termination

22.1 This Agreement starts when you accept it and continues until the closed beta ends or this Agreement is terminated.

22.2 Kaigen may suspend or terminate this Agreement, or revoke your License Key, at any time, with or without cause or notice. You may terminate this Agreement at any time by stopping all use of the Kaigen Software.

22.3 On termination: (a) all rights granted to you end immediately; (b) you will stop using and delete all copies of the Kaigen Software and the non-public Documentation in your possession or control; and (c) on Kaigen's request, you will certify in writing that you have done so. Your Content remains yours. Builds you have publicly shared as Showcase Use may remain available, unless Kaigen asks you to remove them.

22.4 Sections 1, 3.2, 4.3, 7, 8, 10.3, 11, 12, 13, 14, 18, 19, 20, 21, 22.3, 22.4 and 24 to 28, and any other provision that by its nature is intended to survive, survive termination.

23. No Commitment to Future Availability

Kaigen has no obligation to release the Kaigen Software commercially, to offer it on any particular terms or at any particular price, or to migrate projects, License Keys or data to any future version or license.

24. Export and Sanctions

You will comply with all applicable export control and sanctions laws. You represent and warrant that you are not located in, or a resident or national of, any country subject to comprehensive sanctions, and are not a person with whom Canadian or United States law prohibits dealings.

25. Governing Law and Jurisdiction

This Agreement is governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in it. The courts located in Vancouver, British Columbia have exclusive jurisdiction over any dispute arising out of or related to this Agreement, except that Kaigen may seek injunctive relief in any court of competent jurisdiction, and except where applicable consumer protection law gives you the right to bring a claim elsewhere.

26. Changes to This Agreement

Kaigen may update this Agreement from time to time. Kaigen will give notice of material changes by email or within the Kaigen Software. Your continued use of the Kaigen Software after the changes take effect constitutes your acceptance of them.

27. Force Majeure

Kaigen is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, fire, flood, epidemic, pandemic, war, insurrection, riot, labour disturbances, acts of government, and failures of telecommunications, hosting or internet service providers.

28. General

28.1 Entire agreement. This Agreement, together with Kaigen's Terms of Service and Privacy Policy, is the entire agreement between the Parties about the closed beta and supersedes all prior agreements and understandings, written or oral, on that subject. If this Agreement conflicts with the Terms of Service, this Agreement governs your use of the Kaigen Software.

28.2 Relationship. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

28.3 Assignment. You may not assign or transfer this Agreement or any rights under it, including by operation of law or change of control, without Kaigen's prior written consent. Kaigen may assign this Agreement without notice to or consent from you. This Agreement enures to the benefit of and binds the Parties and their respective successors and permitted assigns.

28.4 Severability. If any provision of this Agreement is held invalid or unenforceable, it will be severed or enforced to the maximum extent permitted, and the remainder of this Agreement will continue in full force and effect.

28.5 No waiver. No waiver of any breach is effective unless in writing and signed by the waiving Party, and any waiver extends only to the particular breach waived.

28.6 Notices. Kaigen may give notice to the email address associated with your License Key. You may give notice to hello@kaigen3d.com. A notice sent by email is deemed received on the next Business Day after it is sent.

28.7 Electronic acceptance. Your electronic acceptance of this Agreement is binding and has the same effect as a handwritten signature. Kaigen's records of your acceptance, including the date, time, version accepted and License Key, are evidence of your acceptance.

28.8 Opportunity to review. You acknowledge that you have read this Agreement and have had the opportunity to obtain independent legal advice before accepting it.

28.9 Currency. All amounts in this Agreement are in Canadian dollars unless otherwise stated.

28.10 Language. The Parties have requested that this Agreement and all related documents be drawn up in English. Les parties ont exigé que la présente convention et tous les documents connexes soient rédigés en anglais.

Contact: 16456383 Canada Inc., doing business as Kaigen, Burnaby, British Columbia, Canada. hello@kaigen3d.com