“Content” means the game(s) which is owned by you and or your licensor which you will upload to the distribution platform. Hereinafter you will be referred to also as “the Owner”. This distribution platform is exploited by Keygames Network B.V. (‘the Distributor”) under the domain name www.gamedistribution.com (‘the Distribution Platform’).
PLEASE READ THE GAME LICENSE AGREEMENT(‘THE AGREEMENT”) CAREFULLY, IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO GET AN ACCOUNT ON THE DISTRIBUTION PLATFORM. BY OPENING AN ACCOUNT ON THE DISTRIBUTION PLATFORM, YOU AGREE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT. AFTER THIS, EACH TIME YOU UPLOAD A CONTENT DURING THE TERM OF THIS AGREEMENT, YOU ARE DEEMED TO HAVE AGREED TO (THE TERMS AND THE CONDITION OF) THE AGREEMENT
Intellectual Property Rights (IP-rights): all intellectual property rights, either registered or unregistered, among which trademarks, patent rights, design rights, trade names, copyrights, neighbouring rights, moral rights, database rights, and similar proprietary rights.
Advertisement Costs: the ln-Content-Advertisement platform casts incurred by Distributor, which are set to a maximum at five (5) percent of the Gross ln-Content-Advertisement Revenues (if applicable), and ii) VAT (if applicable).
Gross In-Content Advertisement Revenue: all revenues generated and received by Distributor through selling and serving of In-Content Advertisements.
Net In-Content Advertisement Revenue: the Gross In-Content Advertisements Revenues less Advertisement Costs.
Effective Date: the date that you have opened an account on the Distribution Platform and have accepted this Agreement.
Term: the initial term of this Agreement.
Defects: are categorized in the following categories: (i) Critical Defect: a Critical Defect causes the server software not to be able to provide the game services to the Users, causes individual functions expressly agreed upon to fail, causes substantial number of Users to be unable to purchase any In-Content items, causes the Client Software to crash or to be unable to be executed or to connect to the server software in a substantial number of cases and/or other defects which cause the User to be unable to use the service at all or only in a severely limited way, or is considered an Exploit; (ii) Relevant Defect: a relevant defect causes individual functions of the server software which the Parties have not agreed upon in advance to cause a critical failure and/or features of the Client Software to fail, which are not just an inconvenience, (iii) Inconvenient Defect: an inconvenient defect causes single features or functions of the Content software to fail, but without limiting the ability to use the Content or to purchase In-Content items in a severe manner.
API: a in scripted code provided by Distributor to implement in the Content which include but not limited to tracking features, advertisements code (s), statistics, in-content-purchases (IAP) in order to calculate and monitor the revenues and to optimize its performances.
Party or Parties: Owner /Distributor or both
2.1) Subject to this Agreement, Owner here by grants to Distributor a non-exclusive license to distribute the Content trough the Distribution Platform to third party publisher websites, app applications and other Platforms such as but not limited to Facebook. Distributor shall furthermore serve / sell the advertisements within the Content (‘In-Content Advertisements)
Distributor shall furthermore serve trough the API the advertisements within the Content (‘In-Content Advertisements) .
2.2) Distributor may subcontract its obligations under this Agreement to any third party provided that Distributor will be responsible and liable for the acts of the third party concerned relating to this Agreement. Owner hereby grants to Distributor a non-exclusive, limited license to use and publish Owner trademarks and logos in connection with the proper execution of the Agreement.
3.1) During the Term Owner shall:
i. be solely responsible for all programming, design and game development of the Content;
ii. Owner shall before uploading the Content implement the API in the Content as instructed by the Distributor.
iii. Ensure that all Content updates and features of the Content are made available for the version integrated on the Distribution Platform and that Content distributed on the Distribution Platform hereunder is always identical to the latest version of the Content published on other platforms/websites, apps, etc.;
iv. provide the games localized at least in English;
v. provide each Distributor referred (end) user with a unique tracking code as registered by API (or use any other method as agreed between the Parties) so that all Distributor referred (end) users can be monitored by Distributor during the Term in connection with the revenue shares under this Agreement;
vi. be responsible for providing user support in relation to the Content, including community management;
vii. not include any link to a site outside the Distribution Platform in Content integrated on the Distribution Platform without Distributors prior consent.
3.2) With respect to the Content, during the Term Owner adheres and agrees to meet the levels of dedication required for operating/distributing an online gaming experience on the Distribution Platform. Owner shall meet the minimum requirements of the following Service Level Agreement (SLA) regarding issues reported by Distributor and/or third party (publishers) :
i. Owner shall ensure a time to respond (TTR) of no more than 24. (twenty four) hours after reporting of Content Defects or issues related to payment, and 48 (forty eight.) hours to non-payment related issues;
ii. Time To Resolution (TTRS) on Critical Defects and Exploits is no more than 24 hours after reporting of such issues. Should the issue not be fixed after 48 hours, and affect multiple Distributor Referred Users, Distributor has the right to deduct 0.5% point from Owners revenue share multiple referred to in Section 4 for each day the issue has not been resolved (day 1: 0,5% deduction, day 2: 1,0% deduction, day 3: 1,5% deduction and so on;
iii. Time To Resolution (TTRS) for non-payment related issues and Relevant Defects is no more than 72 hours after reporting of such issues. Should the issue not be fixed after 5 days, and affect multiple Distributor Referred Users, Distributor has the right to deduct 0.5% point from Owners sevenue share multiple referred to in Section 5.1 for each day the issue has not been resolved (day 1: 0,5% deduction, day 2: 1,0% deduction, day 3: 1,5% deduction and so on;
iv. Time to Resolution for Inconvenient Defects is no more than two (2) weeks after reporting of such issues.
3.3) Subject to the terms and conditions of this Agreement, during the Term Distributor shall host the Content on the Distribution Platform. Distributor shall use commercially reasonably efforts serve the advertisements within the Content. by using API.
4.1) During the Term, Owner Is entitled to a revenue share of thirty three percent (33%) of the Net In-Content Advertisement Revenue generated with In-Content Advertisements.
4.2) During the Term the Owner can access on any time the share reports on the Gross and Net In-Content Advertisements Revenues made each month (the "Preceding Month")in the reporting section of the Distribution Platform. Within 60 days after the end of the Preceding Month, Distributor will pay Owner’s revenue share with respect to that month .
4.3) Owners Revenue Share will only be paid out provided that the accumulated outstanding amount is at least EUR 50. lf this minimum amount is not met, the outstanding amount will accumulate and transfer to the next month until the minimum is reached. Each party shall be responsible for its own taxes of whatever nature.
5.1) Owner hereby represents and warrants that:
i. it is authorized to enter into the Agreement and perform its obligations hereunder;
ii. it conducts its business in compliance with all applicable laws, rules and regulations, including without limitation applicable data protection laws;
iii. the execution of this Agreement and the performance of its obligations hereunder will not conflict with or cause a breach or violation of any agreement, law, regulation or other obligation to which it is a party or subject;
iv. owns all or has a license to the Intellectual Property Rights in the Content, including the right to (sub)license to Distributor under this Agreement;
v. the Content will be up-to-date, true, correct, accurate, and will not: (i) be misleading or deceptive; (ii) be obscene, defamatory or otherwise unlawful; (iii) be violent, sexual or abusive in nature so as to be reasonably likely to cause offence to any material group of people;
vi. the Content, including any product or services offered through the Content, and the use thereof will not infringe any right of any person or entity, will not infringe any Intellectual Property right or other rights of any person or entity, and will not breach any applicable law, regulation, rule or relevant industry codes;
vii. the availability of, and support for the Content will be at all times of a high quality, and will meet the specifications and service level criteria under this Agreement;
viii. Distributor nor the publisher or the end(user) will be exposed to any computer virus (or any similar or other damaging components) from the Content;
x. there is no current or impending claim or proceedings anywhere in the world in respect of the Content.
5.2) Distributor hereby represents and warrants to Owner that it is authorized to enter into this Agreement and perform its obligations hereunder.
5.3) Owner will defend, indemnify, and hold Distributor, harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claim or action brought against Owner or its third party (publisher) regarding: (a) actual or alleged infringement of any Intellectual Property Right in the Content; (b) a breach of Owners warranties as set forth below ; (c) any end user’s/ players use of the Content including, without limitation, any actions or claims in product liability, tort, contract, or equity.
5.4) Distributor will defend, indemnify, and hold Owner, harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claim or action brought against Owners or its third party for a breach of Owners warranties as set forth on Section 5.2
5.5) Owner acknowledges that the Distribution Platform and any advertising, information, data, or (game) content thereon are “AS IS”. Except as expressly provided in this Agreement, Distributor disclaims any and all representations and warranties with respect to the Distribution Platform and all advertising, information, data and (game) content thereon including without limitation, any implied warranties and any warranty of continuous, uninterrupted, bug-free, secure, virus-free access to the Distribution Platform and/or any of its advertising, information, data and (game) content.
6.1) All Intellectual Property Rights which already exist at the time of entering into this Agreement remain the property of the Party to which it belonged at that time. Parties shall only acquire rights from the other Party as are explicitly granted in this Agreement.
6.2) Owner hereby grants to Distributor a worldwide, royalty-free license, with the right to sublicense to the extent necessary for the proper performance of this Agreement, to distribute/ publish, advertise and promote the Content trough the Distribution Platform.
7.1) This Agreement will be entered into for an Initial Term of one (1) year as of the Effective Date. Thereafter, the Agreement shall automatically renew for the same period of time, unless terminated by either Party in writing (excluding e-mail) upon three (3) months’ written notice prior to the end of the Initial or any subsequent Term.
7.2) Either Party may terminate the Agreement if:
i. the other Party materially breaches a term or condition of this Agreement and fails to cure such breach within thirty (30) days of written notice specifying the breach.
ii. the other Party is put into liquidation or has ceased to conduct its business;
iii. the other Party requests or obtains (provisional) suspension of payment or is declared bankrupt;
iv. the other Party loses command over its assets or part thereof due to seizure, by being placed under trusteeship or in any other way, and such command is not returned within 4 weeks after the loss thereof;
v. it should be reasonably accepted that the other Party can no longer meet its obligations under this Agreement.
7.3) Distributor may (early) terminate this Agreement in whole or in part with immediate effect and without any liability for damages in case: i) the Content or any product or service included therein infringes any third party rights or is in violation of any applicable law or regulation, ii) the warranties of Owner as set out in this Agreement are not fulfilled; iii) a breach of Section 3.2 or Section 8.1.
7.4) The termination grounds referred to in 7.2 and 7.3 do not prejudice the causes for termination and relating remedies arising from law.
7.5) Obligations, which, according to their nature, are destined to continue also after the termination of this Agreement, shall survive any termination of this Agreement.
8.1) Except as expressly and unambiguously allowed herein, each Party will hold in confidence and not use (other than necessary for the proper performance of this Agreement) or disclose any Confidential Information, and will similarly bind its employees and contractors in writing. This obligation does not apply to information the receiving Party can document:
i. is or becomes, through no fault of the receiving Party or its employees or contractors, generally known or available to the public;
ii. was received without restriction from a third Party lawfully in possession of such information and lawfully empowered to disclose such information;
iii. was rightfully in the possession of the receiving Party without restriction prior to its disclosure by the disclosing Party;
iv. is independently developed by the receiving Party without access to the other Party’s similar Confidential Information; or
v. is mandatorily required by law or order of a court, administrative body or other governmental body to be disclosed by the receiving Party.
The Parties' obligations with respect to Confidential Information will remain in effect for three (3) years from the date of last disclosure made by any Party.
8.2) Owner shall not assign, sublicense, transfer, encumber or otherwise dispose of the Agreement without the prior written approval of Distributor. Any attempted assignment, sublicense, transfer, encumbrance or other disposal of the Agreement by Owner in violation of this provision will constitute a material default and breach of this Agreement. Except as otherwise provided, this Agreement will be binding upon and inure to the benefit of the Parties' successors and lawful assigns.
8.3) Distributor is entitled to suspend its services under any Agreement during the period that Owner is in breach of any provision of this Agreement.
8.4) No Party shall be deemed in default hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including but not limited to: earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, war (whether or not officially declared) or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree (each a “Force Majeure Event”). Each Party shall have the right to terminate the Agreement immediately upon written notice if any Force Majeure Event of another Party continues for more than thirty (30) days.
8.5) A Party’s failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof.
8.6) The Parties are authorized to make in an addendum additional or different terms relating to the Agreement. Parties may even choose to replace the Agreement with the terms and conditions as set out in an addendum. In case there is a conflict between the Agreement and an addendum, the addendum will prevail. An addendum must be signed by both parties.
8.7) The Parties are independent contractors. Neither Party will be deemed to be an employee, agent or legal representative of the other Party for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other Party.
8.8) Distributor may subcontract its obligations under this Agreement to any third party provided that Distributor will be responsible and liable for the acts of the third party concerned relating to this Agreement. Distributor is allowed to transfer its legal relationship with the Owner to a third party as well. Owner gives hereby permission in advance for such a transfer.
8.9) Without prejudice to the foregoing, Distributor may at its sole discretion at any time take down the Distribution Platform, or remove the Content from the Distribution Platform, or to require adjustments to the Content, if required to comply with applicable law or regulations, if necessary due to claims of infringement.
8.10) This Agreement may be periodically updated and the current version will be published at the “Distribution Platform. Your continued use of the Distribution Platform after a revised Agreement has been published on the Distribution Platform constitutes your acceptance of its terms.
8.11) The applicability to this Agreement of either general or special terms and conditions however names, is hereby expressly rejected.
8.12) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the minimum extent necessary without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction and Parties shall in good faith negotiate to replace the invalid/unenforceable provisions with valid/enforceable provisions.
8.13) This Agreement and any relating addendums, amendments or further agreements shall be governed by the laws of the Netherlands. Disputes, claims and all other issues arising out of or in connection with this Agreement or further contracts resulting thereof shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.
Any rights not expressly granted herein are reserved.