GENERAL TERMS AND CONDITIONS FOR IMAGE RIGHTS LICENSE AND COOPERATION
These General License Terms and Conditions for Image Rights License And Cooperation (“Terms”) apply to the Deal Terms which together with any annexes attached thereto shall, upon Parties’ signature by, comprise the Agreement between the Parties. In future, these Terms may be incorporated by reference in other agreements between the Parties;
If any of the clauses of these Terms conflict with the Deal Terms then the Deal Terms shall prevail and the relevant clause of these Terms shall be deemed to have been amended accordingly.
References to clauses, sub-clauses, section, sub-sections and annexes shall be, unless otherwise stated, references to clauses, sub-clauses, section, sub-sections of, and annexes to this Agreement.
Words importing the singular shall include the plural and vice versa;
Clause headings in the Agreement are for convenience only and shall not affect the interpretation of this Agreement.
Confidential Information: means all non-public information including, without limitation, the terms of this Agreement, any information relating to the business, products, affairs and finances of either Party or relating to its service, games (including relevant code/software), processes, know-how, users, suppliers, agents or distributors, which is designated as confidential by the relevant Party or which the other Party knows or ought reasonably to know to be confidential, whether provided by the disclosing Party or which has already come or which comes to the knowledge of the other Party, and whether in written, electronic, visual, digital or other tangible form.
Collection: means Partner’s NFT collection, including any art, graphics, images, designs, logos, taglines, and drawings that may be associated with an NFT, and it names, nicknames, images, likenesses, logos, marks, copyrights, trade dress colors, trade dress designs, and/or all other intellectual property of NFT Collection created by Partner.
Digital Asset: means a non-tangible asset created, stored, and exchanged in a digital format, often utilizing blockchain technology, and includes, but is not limited to, cryptocurrencies, tokens, RWAs, non-fungible tokens, NFTs, and other digital forms of value or rights.
Digital Wallet: means is a specialized digital tool designed for securely storing, sending, and receiving Digital Assets based on the Ethereum blockchain including cryptocurrencies and NFTs. This Digital Wallet is essential for engaging in Ethereum-based transactions and interactions, including those related to Smart Contracts.
Game: means the game(s) created, owned or published by PlayEmber dedicated to all distribution platforms and its updates or further localization, including any and all files, all text, source code, information, data, graphics, images and sounds and all related Intellectual Property Rights.
Gas Fees: means the fee required to successfully conduct a transaction or execute a contract on the blockchain network, usually in the network’s native cryptocurrency.
Gross Revenue: means all revenue generated from the Game, explicitly leveraging blockchain and Smart Contract technology. This includes, but is not limited to, (a) revenues derived from the issuance, primary sale, and secondary market transactions of NFTs connected to the Game, incorporating any royalties, minting fees, or Smart Contract-enabled transaction fees; (b) earnings from in-game purchases or exchanges, such as digital items, upgrades, and exclusive content, including any and all facilitated and recorded through Smart Contracts or traditional means; (c) advertising income generated within the game’s ecosystem, especially via NFT and Smart Contract augmented models; (d) income from direct downloads or decentralized distribution, as tracked and managed by Smart Contracts; and (e) any other innovative revenue streams that arise from the integration of blockchain, NFTs, or Smart Contract technology in relation to the Game.
Partner’s Image Rights: means the rights to use Partner’s image, Intellectual Property, Collection, and NFT images by PlayEmber in all forms, i.e. image, voice, statements, name, surname, nickname, biographical information and other existing forms of image.
Net Revenue: means Gross Revenue less: (a) the commission retained by any other third party game Marketplace providers, (b) chargebacks and refunds, to the extent these have actually been incurred by PlayEmber; (c) third-party, credit card and processing fees associated with processing payments from end users of the Game; (d) government taxes (e.g., VAT, excise or sales or use tax, governmental withholdings, etc.) incurred in connection with the sale or exploitation of the Game (but expressly excluding any taxes on PlayEmber’s gross or net income), to the extent actually paid by and not reimbursed to PlayEmber; (e) PlayEmber’s marketing costs, including but not limited to (i) attribution platforms, (ii) User Acquisition Costs, (iii) tools related to marketing, (iv) salary costs allocated to the Game by specialists incurred by PlayEmber; (f) costs from 3rd party tools including but not limited to install or revenue based license payment for the use of the Unity Engine, (g) costs of customer service and technical support, (h) server and translation costs; (i) costs of analytical systems; (j) community management; (k) Gas Fees (l) and any other costs provided that such additional costs shall be mutually agreed by the Parties (“Total Costs”).
Marketplace: means a digital platform specifically designed for the buying, selling, and trading of NFTs, RWAs, or other Digital Assets. It facilitates the listing, discovery, and transaction of NFTs, which represent digital ownership of a wide range of unique assets, both digital and tokenized real-world assets. These Marketplaces are typically built on blockchain technology, ensuring secure, transparent, and immutable transactions, often integrated with smart contracts to automate the exchange process.
NFT: means digital certificate of ownership or rights to a unique asset, the ownership of which is recorded on a blockchain. For the purposes of this Agreement, NFTs will be created as limited edition characters and skins tokenized as non-fungible tokens (NFTs), allowing players to own, trade, and showcase their exclusive in-game assets.
Intellectual Property Rights: means all vested, future and contingent rights to patents, petty patents, inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill, unfair competition rights, design rights, rights in design, topography rights, rights in computer software, mask works, database rights, rights in Confidential Information (including know-how and trade secrets), the right to sue for damages and other remedies for any infringement of any of the rights listed in this section and any other intellectual property rights, in each case whether registered or unregistered and including renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which subsist, or will subsist, now or in the future, in any part of the world.
RWA: means real world assets (RWAs) on Blockchain refer to tangible or intangible assets from the physical world that are represented digitally on a blockchain network, typically through tokenization, allowing for their ownership, transfer, and management to be recorded and executed in a decentralized and secure manner.
Smart Contract: means a self-executing contractual agreement, embedded in computer code and executed on a blockchain or distributed ledger technology, which automatically enforces and executes the terms of an agreement based on predefined rules and criteria, without the need for intermediary oversight, or is the basis for creating and representing a Digital Asset.
User Acquisition Cost: means expenditure incurred by the PlayEmber related to purchasing installations of the Game through different advertising channels.
Product: means as specified in the Deal Terms.
PlayEmber’s rights and obligations
PlayEmber shall produce the Product specified in the Deal Terms.
Concept of the Product, its gameplay, graphics and development of the Product’s assets shall be made by PlayEmber in its sole discretion, including but not limited to:
conception of core monetization designs and game loops.
idea – and data-driven design and economy improvements.
First Time User Experience (FTUE) optimizations.
coordination of data gathering, analytics and data-driven design improvements.
virtual products design.
balancing and progression.
PlayEmber at its sole discretion shall use its best endeavors to market, promote and encourage interest in the Product. PlayEmber shall provide, depending on the actual needs of the Parties related to the performance of the Agreement, some of the following marketing services: (i) contacting relevant platforms in order to secure best featuring spots during and promotion of the Product at the premier trade events and other video game industry related events, (ii) user acquisition campaigns; (iii) public relation services of the Product including contacting press, making press meetings; (iv) management of social media activities (v) quality assurance services to ensure the quality of the Product (vi) localization of the Product in the number of languages set by the PlayEmber, at its sole discretion, based on the initial results. PlayEmber decides solely on the conducted marketing activities (or lack of them within the decided time) and their costs.
Partner’s rights and obligations
Partner grants PlayEmber license to use Partner’s Image Rights, without territorial restrictions with the right to transfer the acquired consent or grant further consents (sub-license) to any selected entity in order to execute this Agreement, in particular create, develop, publish and market Product and all the assets, materials and products connected to it. Partner hereby authorizes PlayEmber to use Partner’s Image Rights and declares that this authorization covers the use of Partner’s Image Rights, in particular in the following scope:
promotion of Game and NFTs;
promotion of the activities of PlayEmber;
promotion of the development of video games and other promotional and marketing activities related to the promotion of video games
in particular granted license allows PlayEmber: (i) to reproduce copies of the Partner’s Image Rights in connection with the Game and the NFTs for sale. For the avoidance of doubt, the grant above includes permission from Partner to PlayEmber for the Game to integrate including, but not limited to IMX protocol and Polygon zkEVM (“zero-knowledge Ethereum Virtual Machine”, which, among other attributes, supports smart contract execution); (ii) to reproduce copies of the Partner’s Image Rights in digital form to create NFTs (by way of illustration and not limitation, to create digital 3D versions of the Partner’s Image, digitally add motion, add sound, combine with other digital content, and to otherwise digitally transform and digitally adapt the Partner’s Image); digitally adapt the Partner’s Image into technical formats necessary or useful to host, store, preserve, secure, back up, track, and digitally transmit the NFTs; promote and advertise NFTs; authorize purchasers of NFTs to view the NFTs, invite third parties to publicly or privately view the NFTs, sell and offer to sell their NFTs, and transfer NFTs.
Partner grants a worldwide, perpetual, non-exclusive, transferable license to PlayEmber to create, use and display the Partner’s Image Rights and their, images, videos, and sound for the following purposes: (i) listing on any Marketplace chosen by PlayEmber that facilitates the buying and selling of NFTs;(ii) removing the NFTs from any Marketplace at PlayEmber’s discretion; (iii) as part of any other PlayEmber marketing campaign and/or marketing materials, that permits the purchase and sale of the Partner’s Image Rights; (iv) as part of a third party website or application that permits the inclusion, involvement, participation or facilitation of the sale and purchase of the Partner’s Image Rights, or (v) as part of the Game’s in game Marketplace or auction house. Additionally, PlayEmber shall not be liable for the enforcement, collection, or management of primary or secondary royalties associated with the NFTs.The rights granted to PlayEmber under this clause shall survive termination or expiration of this Agreement.
Partner grants a worldwide, perpetual, exclusive, transferable license to each buyer of a Partner’s Image Rights, whether in the initial sale or any secondary sale on any NFT platform or any third party website or application that facilitates the sale and purchase of the Partner’s Image Rights (each, a “Buyer”) of the Partner’s Image Rights, to use and display the Partner’s Image Rights solely for the following purposes: (i) the Buyer’s own personal, non-commercial use (save for the resale of the Partner’s Image Rights); (ii) as part of the NFT platform that permits the purchase, sale,display, and minting of the Partner’s Image Rights; or (iii) as part of a third party website or application that permits the inclusion, involvement, participation or facilitation of the sale, purchase, and minting of the Partner’s Image Rights, for so long as they own the Partner’s Image Rights. Upon successful reselling of the Partner’s Image Rights, the rights and license granted under this Clause shall automatically be transferred to the subsequent Buyer of the Partner’s Image Rights . Additionally, any NFT minted by PlayEmber using the Partner’s Image Rights shall remain the property of PlayEmber or the Buyer. Partner acknowledges and agrees that NFTs minted may be listed and transacted on any Marketplace or on a peer-to-peer basis, without restriction to any particular platform or Marketplace. PlayEmber makes no representation as to the value of any NFT minted using the Game. The rights granted to PlayEmber, the Buyer, and subsequent Buyer under this clause shall survive the expiration or termination of this Agreement.
Partner grants a limited, non-exclusive, non-transferable, non-sublicensable license to use the names, signature, image, likeness, voice, initials, symbols, performance, photographic or graphic representations, statements made by the Partner, biographies, or anything else that identifies Partner (whether by Partner’s stage name or otherwise) in the context of displaying, marketing or promoting the Game and Partner’s Image Rights.
Partner waives any and all right of content approval, and any and all claims for compensation arising from the use of any audio or video recordings done by PlayEmber.
Subsequent Games or Collections. Partner will commercially discuss with PlayEmber any subsequent launches of NFT collections, and each party agrees to act reasonably and in good faith in discussing subsequent launches.
Prohibited Acts. Regardless of or in addition to, as applicable, applicable law and/or regulations, Partner will not participate in: (i) any attacks on https://www. https://playember.com/ or any of its affiliated networks (together, “PlayEmber Platform”) or other users of the Game (the ”The Game Users”), including but not limited to technical attacks, hacking, theft of The Game Users’ funds, misrepresentations of PlayEmber’s identity, or fraud; (ii) any conduct that causes, or is reasonably anticipated or likely to cause, harm to The Game Users, the PlayEmber Platform, or any product or service of PlayEmber or any of its affiliates, including, but not limited to:
marketing or promoting the NFT sales or conducting business in a manner that reflects unfavorably on PlayEmber, its affiliates, the The Game and the goodwill and reputation of PlayEmber and its affiliates,
making representations, warranties or guarantees to anyone with respect to the specifications, features or capabilities of the The Game that are inconsistent with each of the same for the Game,
making material misrepresentations or material omissions in connection with any NFT sales, or
taking any action, or failing to take any action, that is reasonably likely to impair the ability or opportunity of any The Game User to receive the benefit of the bargain of his, her or its purchase of the Game or Collection, including, but not limited to, engaging in any action or omission recognized in the community as a “rug-pull”;
(iii) any conduct or activities that specify, state, suggest, or imply that the Game or Collection will increase in value; (iv) the creation, issuance, sale, transfer or other distribution of any Game assets or Collection that infringes, violates or misappropriates any third party intellectual property rights; (v) any conduct or other activity that violates any applicable law, regulation, or self-regulatory principle or guideline; (vi) any attempt or successful action to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Game or any PlayEmber Platform or modify, translate, or create derivative works based on the Game or any PlayEmber Platform or any product or service created, sold or otherwise exploited, or proposed to be created, sold or otherwise exploited by PlayEmber; (vii) any use of the PlayEmber Platform for the benefit of any third party; (viii) removal of any proprietary notices or labels; or (ix) any conduct or activities that PlayEmber considers to be malicious or detrimental activity (including as prohibited by the applicable TOS), in its sole discretion.
Partner, except the remuneration specified in this Agreement shall not be entitled to additional remuneration in regard to granted license.
Partner hereby releases and discharges the PlayEmber and all its principals, shareholders, officers, employees, agents, successors, heirs, assigns and affiliates from any and all liability arising out of or in connection with the programming, the session, the making, producing, reproducing, processing, exhibiting, distributing, publishing, transmitting by any means or otherwise using the Partner’s Image Rights.
Withdrawal or expiration of the license will not affect the lawful dissemination of the Game, NFTs and all the assets connected to it that was made before its withdrawal. Withdrawal or expiration of the license will not be effective towards NFTs – which may be already owned by third parties. PlayEmber may continue to use the Game and all the assets, materials and products connected to it with Partner’s Image Rights after its withdrawal or expiry with the Partner’s removed from the Game. This also includes further development and updates to the Game.
Partner with the consultation and approval of PlayEmber shall use its best endeavors to market, promote and encourage interest in the Game via Partner’s social channels. This may include joint announcements, social media campaigns, in-game notifications, or other marketing efforts as agreed upon by both parties.
Any NFT which is minted will remain the property of the PlayEmber unless it has been sold to the end user and nothing in this agreement will transfer, or is intended to transfer, any Intellectual Property Rights in any NFT to Partner.
Partner shall receive a percentage of the Net Revenue from the NFT-based game, as specified in the Deal Terms (“Revenue Share“). Net Revenue means the Gross Revenue actually received by PlayEmber from the game, minus the Total Costs incurred by PlayEmber in developing and operating the game. Gross Revenue and Total Costs shall be based on the real cash inflow data provided by PlayEmber.
Revenue Share shall be paid to the Partner in accordance with the terms of the Smart Contract of the NFTs, which shall govern the distribution and verification of the payments.
Partner shall create and maintain a verified Digital Wallet on the Ethereum (ETH) network, using the USDC stablecoin as the payment currency. The Digital Wallet must meet the identity verification standards as determined by PlayEmber in its discretion. Partner is solely responsible and liable for the accuracy and security of the Digital Wallet information, and PlayEmber is not liable for any losses resulting from any errors or breaches of the Digital Wallet, including the loss of the private key or Smart Contract error.
Each party shall be solely responsible for all taxes relating to the payments under this Agreement, except as required by applicable laws. PlayEmber shall pay the Partner the full amount of the Revenue Share without any deductions or withholdings for taxes, unless such deductions or withholdings are mandated by law. In that case, the Partner shall bear the cost of the taxes and shall file and pay all tax returns and obligations arising from the payments under this Agreement.
Intellectual Property Rights
All Intellectual Property Rights, including without limitation in and to the Partner’s Image Rights are the sole and exclusive property of Partner.
All Intellectual Property Rights, including without limitation in and to the Game (including source code), NFTs (including Smart Contracts) and all the assets, materials and products connected to it are the sole and exclusive property of PlayEmber except Partner’s Image Rights. However having in mind that NFTs are intangible Digital Assets, which exist only by virtue of the ownership record maintained in the applicable blockchain network, the ownership of NFTs might change due to any transfer of title that might occur in any unique Digital Asset occurs on the decentralized ledger within such blockchain network.
Warranties, Indemnities and Limitation of Liability
Each Party warrants to the other that it has full power and authority to enter into and perform its obligations under this Agreement.
Partner represents and warrants that the Partner’s Image Rights (a) will not infringe any third party’s Intellectual Property Rights, statutory or common law rights of any third party; (b) will not be defamatory, libelous, obscene or otherwise unlawful; (c) will not violate any applicable law, statute or subordinate legislation. Partner represents and warrants that (a) it has full legal right and authorization to enter into this Agreement with PlayEmber and grant relevant license of the Partner’s Image Rights to PlayEmber pursuant to the terms and conditions of this Agreement; and (b) its execution and performance of this Agreement will not constitute a breach of any contractual or non-contractual obligation that Partner is bound to.
PlayEmber represents, warrants and undertakes to Partner that Game and its use and distribution and/or materials promoting the Game (a) will not infringe any third party’s Intellectual Property Rights, statutory or common law rights of any third party; (b) will not be defamatory, libelous, obscene or otherwise unlawful; (c) will not violate any applicable law, statute or subordinate legislation; and (d) will not contain any viruses, Trojan horses, worms, time bombs or other computer programming routines that are intended to damage, detrimentally interfere with or intercept or expropriate any system, data or personal information.
Partner shall, at its sole expense, defend and indemnify PlayEmber and its affiliates and their respective employees, directors, agents, permitted successors and assignees from and against all losses based upon, arising out of, or relating to, any claim, suit or proceeding, or any threatened claim, suit or proceeding brought by any third party that arises out of, or relates to: (i) any breach or alleged breach of any representation, warranty, covenant or agreement made by Partner herein; (ii) a breach by Partner of any provision of this Agreement; or (iii) a claim that the use by PlayEmber, its affiliates or any distributor or end user of the Partner’s Image Rights as contemplated hereunder infringes or misappropriates such third party’s Intellectual Property rights; (iv) any other Partner’s contractual obligations with third parties. Partner shall indemnify and hold PlayEmber harmless for any and all claims by any tax authority, including but not limited to: (i) any underpayment (ii) any penalties; (iii) interests; (iv) tax reassessment; relating to any such tax required to be withheld. The provisions of this paragraph shall survive any termination of this Agreement.
Notwithstanding anything to the contrary herein, except for each Party’s indemnification obligations hereunder, for claims arising from any fraudulent or grossly negligent act or omission of a Party, or for breach of a Party’s confidentiality obligations, in no event will either Party or its affiliates or their respective directors, officers, employees or agents have any liability to the other party for enhanced, punitive, consequential, special or indirect damages arising out of or in any manner in connection with this Agreement, the performance or breach hereof or the subject matter hereof, regardless of the form of action (including negligence or strict liability), whether or not the other party has been advised of, or otherwise might have anticipated the possibility of such damages.
Neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. The PlayEmber services and Game platform are provided “as-is” and without any warranty whatsoever, including without limitation that they will be continuously available, error-free or secure, or that all defects will be corrected. PlayEmber undertakes no obligations except as expressly provided in this agreement. PlayEmber makes no assurances of any revenue to be generated by PlayEmber by virtue of the NFT or Collection sales.
NFTs and tokens are intangible Digital Assets. They exist only by virtue of the ownership record maintained in the applicable blockchain network. Any transfer of title that might occur in any unique Digital Asset occurs on the decentralized ledger within such blockchain network. PlayEmber does not guarantee that PlayEmber can effect the transfer of title or right in any NFTs or tokens. PlayEmber will have no liability with respect to any blockchain, including forks, technical node issues or any other issues resulting in fund or asset losses, or interruption of use of the blockchain network. PlayEmber will not be responsible or liable to PlayEmber or any minter for any loss and take no responsibility for, and will not be liable for, any use of NFTs, tokens or third party services that interact with PlayEmber platform, including any losses, damages or claims arising from: (i) user error such as forgotten passwords, private keys, incorrectly constructed transactions, or mistyped, erroneous or incompatible addresses; (ii) server failure or data loss; (iii) corrupted cryptocurrency Digital Qallet files; (iv) unauthorized access to applications; (v) any unauthorized third party activities, including without limitation the use of viruses, phishing, bruteforcing or other means of attack against the service or crypto assets; or (vi) any issues, problems, interruptions or failures of or with the underlying blockchain network.
Neither it, nor, if applicable, any of its affiliates or direct or indirect beneficial owners (i) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), nor are they otherwise a party with which a party is prohibited to deal under the laws of the United States; (ii) is a person identified as a terrorist organization on any other relevant lists maintained by any Governmental Authority; or (iii) unless otherwise disclosed in writing to the other party prior to the Effective Date, is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure. Partner hereby further represents and warrants that, if applicable, it (a) has conducted thorough due diligence with respect to all of its beneficial owners; (b) has established the identities of all direct and indirect beneficial owners and the source of each beneficial owners’ funds; and (c) will retain evidence of those identities, any source of funds and any due diligence. As used in this Agreement, “Governmental Authority” means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization.
Partner hereby further represents and warrants to PlayEmber that: no payment or other transfer of value to PlayEmber is or will be derived from, pledged for the benefit of, or related in any way to (i) the government of any country designated by the U.S. Secretary of State or other Governmental Authority as a country supporting international terrorism; (ii) property that is blocked under any OFAC Regulations or that would be blocked under OFAC Regulations if it were in the custody of a U.S. national; (iii) persons to whom U.S. nationals cannot lawfully export services, or with whom U.S. nationals cannot lawfully engage in transactions under OFAC Regulations; (iv) the government of any country that has been designated as a non-cooperative country or designated by the U.S. Secretary of the Treasury or other Governmental Authority as a money laundering jurisdiction; or (v) directly or indirectly, any illegal activities. PlayEmber acknowledges that Money Laundering Laws and regulations may require PlayEmber to collect documentation verifying the identity and the source of funds used in connection with the creation of the Collection. As used in this Agreement, “Money Laundering Laws” means the applicable laws, rules and regulations of all jurisdictions in which PlayEmber is located, resident, organized or operates concerning or related to anti-money laundering, including but not limited to those contained in the U.S. Bank Secrecy Act of 1970 and the Patriot Act, each as amended and including the rules and regulations thereunder, and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority.
Confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Recipient”) shall be kept confidential by the Recipient and the Recipient shall procure that each of its affiliates shall keep, the Confidential Information confidential and not disclose it to any person other than as permitted under this Clause. The Recipient may only use the Confidential Information for the purposes of exercising its rights and performing its obligations under this Agreement. The Recipient may provide its employees, directors, subcontractors and professional advisers (“Permitted Users”) with access to the Confidential Information on a strict need-to-know basis only. The Recipient shall ensure that each of its Permitted Users is legally bound to hold all Confidential Information in confidence to the standard required herein, if necessary by entering into a written confidentiality undertaking with such Permitted User on substantially equivalent terms to this Agreement.
The Recipient and each Permitted User may disclose Confidential Information if required to do so by:
the express prior written consent of the Disclosing Party;
any law or by regulation of any country with jurisdiction over the affairs of the Recipient;
the rules of any competent authority or securities exchange on which the securities of the Recipient is listed; or
any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body.
In these circumstances the Recipient shall give the Disclosing Party prompt advance written notice of the disclosure and cooperate with the Disclosing Party regarding the timing and content of the disclosure and any action which the Disclosing Party may wish to take to challenge the validity of the requirement.
Information shall not be, or shall cease to be, Confidential Information where (i) it is in the public domain other than as a result of a breach of this paragraph or (ii) it is independently developed by the Recipient without use of the Disclosing Party’s Confidential Information.
Term of the Agreement
This Agreement and the rights granted hereunder shall commence on the Effective Date and shall continue in effect as specified in the Deal Terms (“Initial Term”).
Upon expiration of the Initial Term, each time this Agreement shall be automatically and tacitly renewable for additional periods and meeting the condition as specified in the Deal Terms, which will result in the extension of the Agreement for an additional one year (“Renewal”). For the avoidance of doubt, the renewal is repeatable and will take place each time.
Either Party may terminate this Agreement and the rights granted hereunder with immediate effect by giving written notice to the other party in the event that: (a) the other party fails to fulfill a material obligation under the Agreement in whole or in part and such failure is not remedied within 30 days from receipt of a written remedy request; (b) the other party is charged with a criminal offence which, in the reasonable opinion of a party, brings the party into disrepute, and/or adversely affects the relationship between a party and users or customers; (c) the other party is dissolved or struck off the register of companies, or the applicable body in its jurisdiction, or a winding-up order is made against the other party or a meeting is convened, resolution passed or any step taken by any party with a view to the winding-up of the other party except for the purpose of a merger, solvent reconstruction, reorganization or consolidation; or (d) the other party makes any arrangement with its creditors generally or takes or suffers any similar action as a result of debt.
Termination of this Agreement, however it arises, shall not affect or prejudice any outstanding obligations and the accrued rights of the Parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving termination. Sections that shall expressly survive this Agreement are 6, 7, 8.
Parties enter into this Agreement as independent contractors.
This Agreement, together with any documents referred to in it (if any), constitutes the entire agreement and understanding between the Parties relating to the subject matter hereof, and supersedes any previous agreements, or understanding between the Parties, oral or written, with respect to such subject matter (which shall be deemed to have been terminated by mutual consent).
If any provision of this Agreement proves to be invalid or unenforceable for any reason, this does not affect the validity and effectiveness of the remaining provisions of the Agreement. The Parties will replace the provision of the Agreement that has been invalid or unenforceable by a valid and effective one, that fulfills the economic objective as fully as possible and is consistent with the intention of the Parties, which justified the introduction of the provisions of the Agreement, which turned out to be invalid or unenforceable.
No variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the Parties.
The failure of any Party to enforce, or delay by either Party in enforcing, any of its rights under this Agreement shall not preclude either Party from commencing appropriate legal or equitable proceedings, within the time provided by the applicable law, to enforce any or all of its rights under this Agreement, and any prior failure to enforce, or delay in enforcement, shall not constitute a defense.
PlayEmber can assign, transfer, sub-contract or in any other manner makeover without the prior written consent of the Partner. In such case PlayEmber shall notify Partner not later than thirty (30) days after such assignment or any other transfer to third-party has been signed by PlayEmber via email specified in this Agreement. Partner cannot assign, transfer, sub-contract or in any other manner makeover without the prior written consent of the Partner.
Neither Party shall be responsible for the non-performance or improper performance of its obligations under this Agreement, if it is caused by circumstances of force majeure for which the Parties consider, for example, natural disasters, fires, floods, earthquakes, pandemics, state of epidemic emergency, state of emergency, military operations, strikes, blockades, interruptions in the supply of utilities (including electricity, water) or any other circumstances or causes beyond the control of the Parties.
This Agreement is governed by and shall be construed in accordance with the law of the United Arab Emirates. In the event of a dispute arising out of or in connection with this Agreement, the parties shall use their best efforts to resolve the dispute on an amicable basis. If an amicable settlement cannot be reached the dispute shall be resolved by relevant court having jurisdiction over the registered seat of PlayEmber. The prevailing party in any legal action, shall be entitled, along with other legal rights and remedies it will have, to reimbursement of its expenses, including the court fees and reasonable attorney’s fees.
Additional requirements to the Game and day-to-day decisions that do not affect the nature of this Agreement can be settled by the Parties via means of electronic communication.
Amendments to this Agreement may be executed by mutual consent in counterparts, and by the different Parties hereto on separate counterparts, each of which when executed and delivered shall constitute an original. Amendments to the Agreement should be in writing under pain of nullity.