This Publisher and Developer Game License Agreement (the “Agreement”) is entered into by and between Developer/Publisher and Netlink Communication Technology Ltd, having its registered office at 470 North Bridge Road, #05-12 Bugis Cube, Singapore 188735 (“Netlink”) with respect to the use of the platform managed by Netlink’s partner and made available under the following domain name: https://gamemondi.com/ and https://www.gamemondi.com/ (the “Platform”) (hereinafter referred to as “Distributor”), as well as the use and exploitation of the Contents made available to Developer/Publisher from time to time on the Platform and the rights and obligations of Distributor and Developer/Publisher in respect thereof.
Capitalised terms used in the above conditions shall have the same meaning as set forth in the definitions below. In addition to the above conditions, which are binding between the Parties, this Agreement shall be governed by the following terms and conditions.
This agreement is made up of two sections for SECTION A: Developer and SECTION B: Publisher
“Account” means the account opened in Developer’s name on the Platform following the entering into of this Agreement and completion of the registration process.
“Business Day” means any day other than Saturday or Sunday (or a day which is public holiday in Vietnam) when banks are open for their regular business in Vietnam.
“Catalogue” means the catalogue of Contents uploaded on Developer’s Account from time to time, or any other catalogue of videogames and/or other contents used by Distributor at any time which includes one or more Contents.
“Laws” means the law of Socialist Republic of Vietnam.
"Clause" means any clause of this Agreement.
"Confidential Information means any technical, financial, business, economic or other information which is disclosed in any manner or through any means by any Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), that is designated as confidential by the Disclosing Party at the time of its transmission or at a later stage, or that, given the nature of the information or the circumstances surrounding the disclosure, should be reasonably considered to be confidential, irrespective of whether such information is provided in written, oral, electronic, digital, visual or other forms (such as by means of analyses, compilations, forecasts, studies, software or other documents) and including, without limitation: (i) any information relating to technology, know-how, customers, business plans, promotional, distribution and marketing activities, finances and other business affairs of the Disclosing Party; (ii) any information related to the codes of the Contents (including any trade secrets that may be embodied in such codes, and having regard to both the Source Code and any resulting codes); (iii) any proposals of possible new products or services; (iv) any information related to the marketing, promotion, distribution and economic exploitation of the Contents in terms of revenues, traffic and other possible variables; and (v) any information related to the terms of this Agreement and the relationship between the Parties. Confidential Information does not include any information that: (i) is or becomes publicly available other than as a result of a breach of this Agreement; (ii) was already known by the Receiving Party at the time of its receipt from the Disclosing Party; (iii) has been received by the Receiving Party from a source (other than the Disclosing Party) that was not prohibited from disclosing such information by any legal, contractual or fiduciary obligation; and/ or (iv) has been independently developed without any access to the information provided by the Disclosing Party or any reverse engineering process
"Content" means each and every game uploaded on Developer’s Account from time on the Platform.
"Distribution Channel" means each and every distribution channel, platform and technology as Distributor and/or any Partner consider appropriate, including, without limitation, through any “white” label solution, as may be defined by common industry standards, provided by Distributor and/or the Partner for any third party services or for their own services, as well as web sites, telco services, OEM / ODM service or operators, value-added services (“VAS”) platforms, consoles, social networks, applications, alternative stores, etc. and irrespective of the methods used to generate Revenues on any such channel.
"Distribution Costs" means any fees, costs and charges due and payable by Distributor to any external agency, company or entity in connection with the distribution of the Contents (including, without limitation, any fees, costs and charges payable in connection with the storage of the Contents on servers, the operations of the Platform, etc.) as well as any fees, costs and charges due and payable by Distributor to the Partners or other operators, carriers, distributors or sub-distributors, etc.
"Effective Date" means the date when this Agreement becomes effective and binding between the Parties, being the date when (i) this Agreement has been duly entered into by the Parties, and (ii) Developer’s Account has been regularly opened on the Platform.
"Gross Revenues" means all revenues generated and actually received by Distributor from the distribution of the Contents in accordance with this Agreement, including, without limitation, all revenues deriving from In-Content Advertising, In-Content Purchase and/or Pay-to-Play Schemes.
"In-Content Advertising" means any advertising made in the Content.
"In-Content Purchase" means any purchase of a digital product, item or service made in the Content.
"Integration Kit" means the software delivered by Distributor to the Developer, which the Developer undertakes to integrate in the Content in accordance with Clause 3.1 below.
"IP Rights" means all industrial or intellectual property rights, either registered or unregistered, including, without limitation, trademarks, patent rights, design rights, trade names, copyrights, neighboring rights, moral rights, trade secrets, database rights and similar proprietary rights.
"License" shall have the meaning set forth in Clause 2.1 below.
"Net Revenues" means the Gross Revenues less (if applicable) VAT, Transaction Costs and Distribution Costs.
"Owner of the IP Rights" means the person and entity that owns from time to time the IP Rights relating to the Content, being the Developer or any other person or entity that ultimately owns such IP Rights, as the case may be.
"Parties" means Distributor and the Developer (and “Party” shall mean either of them).
"Pay-to-Play Scheme" means any distribution arrangement where revenues are generated by one-off and/or periodic payments directly or indirectly made by Users through credit or debit cards, mobile credit, banking, e-money or payment instruments or in any other manner.
"Platform Credentials" means the credentials (username, password, etc.) used by the Developer to access the Account and use the Platform.
"Partner" means any entity or person (including any third party publisher website, app application and other platform, such as Facebook and any similar web platform or publisher) having access to the Platform in such capacity for the purposes of distributing the contents made available on the Platform (including the Content, where applicable), or any other person or entity engaged by Distributor to act as sub-distributor and/or publisher in connection with the Contents (regardless of any access to the Platform).
"Report" means the report indicating the Revenue Share payable to the Developer in respect of the relevant Reporting Period in accordance with the provisions set forth in this Agreement.
"Reporting Period" means each calendar month.
"Revenue Share" means the consideration due by Distributor to the Developer in accordance with this Agreement.
"Source Code" means the source code or the HTML5 build of the Content
"Term" means the term of this Agreement, as regulated in accordance with Clause 7.
"Transaction Costs" means any costs, fees and expenses which are charged to Distributor by any payment service providers used by Distributor, such as credit card fees, gateway and service fees and other transaction-based charges, chargebacks and reversals.
"User" means any player of the Content.
Developer’s bank details and other identifiers, the accuracy of which is the responsibility of Developer, that the Distributor shall use at the time of paying Amount of Revenue Share are as below:
Beneficiary name | |
---|---|
Bank name | |
Bank address | |
Bank account number | |
IBAN | |
SWIFT code / BIC |
“Account” means the account opened in Publisher’s name on the Platform following the entering into of this Agreement and completion of the registration process.
"Business Day" means any day other than Saturday or Sunday (or a day which is a public holiday in Vietnam) when banks are open for their regular business in Vietnam.
"Catalogue" means the catalogue of Contents uploaded on Publisher’s Account from time to time, or any other catalogue of videogames and/or other contents used by Distributor at any time which includes one or more Contents.
"Laws" means the law of Socialist Republic of Vietnam.
"Clause" means any clause of this Agreement.
"Confidential Information" means any technical, financial, business, economic or other information which is disclosed in any manner or through any means by any Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), that is designated as confidential by the Disclosing Party at the time of its transmission or at a later stage, or that, given the nature of the information or the circumstances surrounding the disclosure, should be reasonably considered to be confidential, irrespective of whether such information is provided in written, oral, electronic, digital, visual or other forms (such as by means of analyses, compilations, forecasts, studies, software or other documents) and including, without limitation: (i) any information relating to technology, know-how, customers, business plans, promotional, distribution and marketing activities, finances and other business affairs of the Disclosing Party; (ii) any information related to the codes of the Contents (including any trade secrets that may be embodied in such codes, and having regard to both the source code and the resulting codes); (iii) any proposals of possible new products or services; (iv) any information related to the marketing, promotion, distribution and economic exploitation of the Contents in terms of revenues, traffic and other possible variables; and (v) any information related to the terms of this Agreement and the relationship between the Parties. Confidential Information does not include any information that: (i) is or becomes publicly available other than as a result of a breach of this Agreement; (ii) was already known by the Receiving Party at the time of its receipt from the Disclosing Party; (iii) has been received by the Receiving Party from a source (other than the Disclosing Party) that was not prohibited from disclosing such information by any legal, contractual or fiduciary obligation; and/ or (iv) has been independently developed without any access to the information provided by the Disclosing Party or any reverse engineering process.
"Content" means each and every game uploaded and made available to Publisher from time on the Platform.
"Content Materials" means any brands, graphics, sounds, music, textures, trademarks, trade names, names or any other materials that are associated with one or more Contents.
"Data Protection Requirements" means the laws, regulations, guidelines and requirements applicable from time to time to the collection, processing and protection of personal data in accordance with applicable law, including.
"Developers" means any software houses or third parties that developed and/or licensed one or more Contents distributed by Distributor.
"Distribution Agreements" means the license and distribution agreements entered into by Distributor with the Developers for the distribution of the Contents developed and/or licensed by the latter.
"Distribution Costs" means any fees, costs and charges due and payable by Distributor to any external agency, company or entity in connection with the distribution of the Contents (including, without limitation, any fees, costs and charges payable in connection with the storage of the Contents on servers, the operations of the Platform, etc.).
"Effective Date" means the date when this Agreement becomes effective and binding between the Parties, being the date when (i) this Agreement has been duly entered into by the Parties, and (ii) Publisher’s Account has been regularly opened on the Platform.
"GameMondi Catalogue" means the catalogue of Contents that may be offered from time to time by Distributor.
"Gross Revenues" means all revenues generated and actually received by Distributor from the distribution of the Contents in accordance with this Agreement, including, without limitation, all revenues deriving from In-Content Advertising, In-Content Purchase and/or Pay-to-Play Schemes.
"In-Content Advertising" means any advertising made in the Content.
"In-Content Purchase" means any purchase of digital product, item or service made in the Content.
"Integration Kit" means the software delivered by Distributor to Publisher, which Publisher undertakes to integrate in the Channels in accordance with Clause 3.12 below.
"IP Rights" means all industrial or intellectual property rights, either registered or unregistered, including, without limitation, trademarks, patent rights, design rights, trade names, copyrights, neighboring rights, moral rights, trade secrets, database rights and similar proprietary rights.
"License" means the limited, revocable, worldwide, non-transferable and non-exclusive sub-license (or license with respect to the Contents developed by GameMondi) granted by Distributor to Publisher in accordance with this Agreement.
"Net Revenues" means the Gross Revenues less (if applicable) VAT, Transaction Costs and Distribution Costs.
"Owner of the IP Rights" means the person or entity that owns from time to time the IP Rights relating to the Content, being Distributor, the Developer or any other person or entity that ultimately owns such IP Rights, as the case may be.
"Parties" means Distributor and the Publisher (and “Party” shall mean either of them).
"Pay-to-Play Scheme" means any distribution arrangement where revenues are generated by one-off and/or periodic payments directly or indirectly made by Users through credit or debit cards, mobile credit, banking, e-money or payment instruments or in any other manner.
"Payment Term" shall have the meaning set forth in Clause 4.5.
"Platform Credentials" means the credentials (username, password, etc.) used by the Publisher to access the Account and use the Platform.
"Publisher Materials" means the names, trademarks, trade names, drawings, logos, symbols or any other materials that are associated with the Publisher.
"Report" means the report indicating the Revenue Share payable to Publisher in respect of the relevant Reporting Period in accordance with the provisions set forth in this Agreement.
"Reporting Period" means each calendar month.
"Revenue Share" shall have the meaning set forth in Clause 4.1.
"Term" means the term of this Agreement, as regulated in accordance with Clause 5.
"Transaction Costs" means any costs, fees and expenses which are charged to Distributor by any payment service providers used by Distributor, such as credit card fees, gateway and service fees and other transaction-based charges, chargebacks and reversals.
"User" means any player of the Content.
Publisher’s bank details and other identifiers, the accuracy of which is the responsibility of Publisher, that the Distributor shall use at the time of paying Amount of Revenue Share are as below:
Beneficiary name | |
---|---|
Bank name | |
Bank address | |
Bank account number | |
IBAN | |
SWIFT code / BIC |
it is the owner of all rights and interests in the Contents or is in any event duly entitled to grant the rights entrusted with Publisher under this Agreement;