Developer License Agreement

by and between

Famobi GmbH
Schanzenstraße 6-20,
51063 Cologne, Germany
(“Famobi”).

and

(“Developer”)

Whereas, Famobi is presently principally active as the provider of an affiliate network for cross-platform games and active in the area of publishing and distributing cross-platform games. Whereas, Developer is active in the area of designing and developing cross-platform games. Whereas, Famobi shall be granted the rights to the games in accordance with the terms and conditions set forth herein.

Therefore, the parties agree as follows:

DEFINITIONS

In this Agreement, the following expressions have the following meanings:

“API”
Application-Programming-Interface implemented into the Game as described in https://sites.google.com/a/famobi.com/api-docs

“Advertising”
means any form of advertisements displayed to the User playing the Game provided. For the purpose of sharing revenue, Advertising is limited to those ads displayed prior to, during, or after the Game, as well as in the surrounding game-play window, and does not include advertisements elsewhere on the website of Famobi or its licensees as a part of User’s general navigation of the website.

“Business Day”
means Monday to Friday except public holidays at the seat of Famobi;

“Effective Date”
means the date on which this Agreement is signed by duly authorized representatives of both parties;

“Game”
means each game proposed by Developer to Famobi and accepted by Famobi including current and future executable program code, associated databases, data, text, graphic, sound and video files, and documentation (if any). Only games which have been accepted by Famobi shall be referred to as a “Game” under this Agreement;

“Game Design Document”
means a separate document that shall be created for each Game and contain information such as:

• Game title and content,
• technical requirements,
• technological description,
• screenshots and or mockups,
• payment terms
• exclusivity;

“Game Website”
means all the URLs and website content Famobi and its licensees use to run and promote the Game;

“Gross Revenue”
means the total revenue of the Game made by and irrevocably credited to Famobi;

“Law”
means all laws, decrees, rules and regulations and any subsequent amendments to them;

“Premium Features”
means features available to users against payment, including virtual currency, virtual items, and premium accounts, to be determined by Famobi.

“Intellectual Property Rights”
means patents, trademarks, service marks, registered designs, applications for any of the foregoing, copyright, design rights, know-how, confidential information, trade and business names and any other similar protected rights in any country, whether registered or not;

“Revenue Share”
means the sum of the exclusive and the non-exclusive revenue share applied to the Gross Revenue and based on the percentages set out in Annex A

“User”
means any and all individuals who are provided with access to or the opportunity to use the Games.

Any reference to a statutory provision shall include such provision as modified or re-enacted and any regulations made in accordance with such statutory provisions as modified or re-enacted whether before or after the date of this Agreement so far as such modification or re-enactment applies or is capable of applying to any transactions entered hereunder.

GRANT OF LICENSE

Under this Agreement, Developer shall have the right to offer to Famobi his cross-platform games to be published by Famobi and its partners. Developer shall state whether he offers the game to Famobi on an exclusive or on a non-exclusive basis which shall be stated in the Game Design Document. Famobi shall have the right to accept or reject a game, and shall inform Developer in timely manner.

Subject to the provisions of this Agreement, the Developer hereby grants to Famobi an irrevocable, perpetual, world-wide, and sub-licensable license to use, distribute, market, commercially exploit, test, (publicly) display, perform, promote, distribute, offer, publish and operate the Game in its sole discretion, including the right to determine the methods to do so. Subject to the provisions of this Agreement, the Developer hereby grants to Famobi the license to use any and all Intellectual Property Rights relating to the Game which are in force for the performance of the obligations on the part of Famobi contained in this Agreement.

Famobi shall be entitled to sublicense and/or sub-contract any of its rights or obligations under this Agreement or appoint any agent or party to perform its obligations under this Agreement on Famobi’s affiliate network set out in Annex A.

The rights granted by Developer to Famobi under this Agreement, especially those granted in Sections 1.2 to 1.4 above, shall be exclusive in case Developer has offered the Game on an exclusive basis under Section 1.1.

The pricing of Premium Features (if any) shall be determined by Famobi.

FAMOBI’S RIGHTS AND OBLIGATIONS

Famobi shall:

• have the right to localize the Game;
• have the right to display Advertisements;
• determine the End User License Agreement and Privacy Policy;
• host the Games on its own servers;
• manage and own all databases relating to the Users and all associated data;
• be responsible for setting up or licensing an online payment system for sales of Premium Features;
• provide billing support in relation to sales of Premium Features;
• provide on time reports for the Revenue Share realized with the Games.

DEVELOPER’S OBLIGATIONS

The Developer shall:

• deliver the Game and all associated material no later than the date agreed between the Parties;
• implement the advertisement URL, Famobi's API and the “More Games” button and similar features, as reasonably determined and instructed by Famobi;
• notify Famobi in writing in case any action of Famobi according to Section 2 is required in order to meet the deadlines which have been agreed upon;
• provide Famobi with all promotional material and graphics (artworks etc.) Famobi reasonably requests to produce marketing material;
• consider all Famobi’s reasonable suggestions to improve the Game before and after the Commercial Launch, and integrate any such reasonable suggestion or, in case Developer does not consider a suggestion reasonable or feasible, suggest an alternative solution for Famobi’s concerns, all within a reasonable timeframe;
• provide prompt feedback and assistance to Famobi regarding all issues relating to the satisfactory maintenance of the Game.

REMUNERATION

For the rights granted and services rendered by Developer under this Agreement, Famobi shall pay a Revenue Share as set out in Annex A.

Famobi shall advise the Developer of the Revenue Share, if any, for the relevant calendar month within 15 calendar days after the end of the relevant calendar month and the Developer shall thereupon issue to Famobi an invoice for the Developer’s royalties. In case Famobi offers a payment system to the Developer based on crediting Developer’s royalties to Developer’s account with Famobi, Famobi shall advise the Developer of the Gross Revenue, if any, by delivering an electronic notification (statement) about the Developer’s royalties to the Developer’s account with Famobi. Developer agrees to receive the statement in electronic form. The statement shall be deemed accepted by the Developer 15 calendar days after delivery to the Developer’s account with Famobi.

Famobi shall pay the Developer the Developer’s royalties within 45 calendar days of the date of the Developer’s complete invoice or credit note for each calendar month.

Should reclamations for a certain period validly be made against Famobi after payment of the remuneration or should reverse transactions or cancellations result for such a period, Famobi is entitled to subtract the corresponding sum (i.e. the pro-rata share which is applicable to the Developer) in the next statement, and/or to claim that sum back from Developer.

If the total amount due to Developer is less than 250 EUR, Famobi shall carry the balance due forward to the next payment period.

All payments made by Famobi to the Developer shall be in Euros. In case the payments are calculated in a currency other than Euros, the official exchange rate as published by the European Central Bank at the day of payment shall apply. Payments shall require proper invoices by the Developer to Famobi

TERM AND TERMINATION

Term This Agreement shall commence from the Effective Date and shall be valid for an indefinite period (“Term”). Either party may terminate this Agreement upon 
four weeks prior written notice (e-mail is sufficient).

Termination Notwithstanding anything to the contrary herein contained, either party to this Agreement shall be entitled to terminate this Agreement:

• if the other party is in material breach of this Agreement which breach is not cured within 2 calendar days after written notice; or
• if the other party becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for its business

Effect of Termination On the termination of this Agreement:

• all rights and obligations of the parties under this Agreement shall automatically terminate except for such rights of action as shall have accrued prior to such termination (including the Developer’s right to receive royalties accrued up to the date of termination) and any obligations which expressly or by implication are intended to come into or continue in force on or after such termination;
• licenses in Games offered by Developer and accepted by Famobi according to Section 1.1 prior to the termination becoming effective remain in force, and Famobi shall continue to pay royalties for such Games.

WARRANTIES AND LIABILITY

The Developer represents and warrants to Famobi as follows:

• The Developer has the right to enter into this Agreement and to grant the licenses and rights granted to Famobi pursuant to this Agreement;
• None of the content of the Game or the Developers’ Logos violate or infringe upon any Law or third party’s rights;
• Neither the Game nor the Developer´s Logos contain any statement or content that is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial or religious hatred, discriminatory, menacing or in breach of confidence, or any content which is not directly visible to Famobi (hidden content);
• Developer has included all attributions, copyright information, and other notices, terms and conditions that may be required based on the Developer´s use of open source software, or other third party Intellectual Property.

Famobi represents and warrants to the Developer as follows:

• Based on the information provided by the Developer, Famobi is able to act as the operator and distributor of the Game;
• Famobi has the right to enter into this Agreement and has the power to assume the obligations imposed on it herein;
• The representations and warranties in this Section REF _Ref305148945 \r \h \* MERGEFORMAT 6 shall be deemed to be have been given by the Developer and Famobi (as the case may be) at execution of this Agreement and at each stage of performance hereunder. The representations and warranties shall survive early termination or expiration of this Agreement.

INDEMNITY

The Parties agree to indemnify and hold each other, its affiliates and employees harmless from and against claims, damages, costs, expenses, or liabilities that may result from any breach of this Agreement by each other, or any negligence or intentional acts by each other; provided that the Developer allows Famobi to fully control the defense of such claims and all related settlement negotiations.

CONFIDENTIALITY

Confidential Information During the Term each party shall use the other party’s Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose. Each party shall not disclose the other party’s Confidential Information to any third party without the prior written approval of the relevant party, unless required to do so by Law or other governmental investigation or proceeding.

As used in this Agreement, the term “Confidential Information” refers to: the terms and conditions of this Agreement; and any other information relating to any party or its business that is not generally known to the public.

Exclusion Notwithstanding the foregoing, Confidential Information specifically excludes Information:

• that enters the public domain through no fault of the recipient;
• that is known to the recipient prior to receipt from the disclosing party;
• that any party receives from any third party reasonably known by such receiving party to have a legal right to transmit such information; and
• independently developed by a party.

GENERAL TERMS

Assignment.
The parties may not assign any of their rights or obligations under this Agreement, whether by operation of law or otherwise, without the respective other party’s prior written consent, except that (i) each party may assign all of its rights and obligations under this Agreement to any corporation or other entity without consent in connection with a merger or the sale of all or substantially all of its assets as long as such party gives the respective other party written notice and/or (ii) each party shall have the right to assign and transfer all of its rights and obligations under this Agreement to its affiliated companies. Subject to the foregoing limitation, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

Severability.
In the event that any of the provisions of this Agreement shall be determined invalid, void or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue in full force and effect. The parties agree to replace the void, invalid or unenforceable provisions with a valid and enforceable provision that comes the closes to the purpose and intent of this Agreement to the extent legally permitted. The same shall apply in case of any gaps in this Agreement.

Non-Waiver.
No failure or delay in exercising on the part of either party any right, power or privilege under this Agreement shall 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 or any other right, power or privilege.

Entire Agreement.
This Agreement shall supersede any representations and previous agreements between Famobi and the Developer in relation to the matters dealt with herein and represents the entire understanding between the parties in relation thereto.

All Amendments in Writing.
No verbal agreements or collateral agreements were made outside this Agreement. Any amendments to or modifications of this Agreement must be in writing in order to be legally effective. This shall also apply to any waiver of this requirement of the written form. Any verbal agreements waiving the written form requirement shall be void. This written form requirement can also be satisfied by telefax. E-mail shall not be sufficient.

Notices.
Notices shall, unless otherwise agreed upon, be in writing (excluding electronic transmission such as facsimile or e-mail), to the addresses set out in 
Annex A, in English language (except in case both Parties are legal entities registered in Germany, in which case German language can be used).

Force Majeure.
In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any unforeseen cause beyond the reasonable control of the party invoking this provision, the affected party’s performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.

Governing Law and Jurisdiction.
The Agreement shall be subject to and interpreted in all respects in accordance with the laws of Germany. The parties to this Agreement hereby submit to the non-exclusive jurisdiction of the courts of Cologne, Germany.

The Parties agree to be bound by the terms above.

ANNEX A

Affiliate Network
Famobi’s affiliate network shall include:

• all publishers contracted by Famobi;
• app stores such as Google Play and iOS Store;
• all other distribution channels for cross-platform games.