TERMS OF USE GAME LICENSE AGREEMENT
PUBLISHER & DEVELOPER

NOTE: this agreement is made up of two sections for
SECTION
A: Publishers and SECTION B: Developers

Please read the GAME LICENSE AGREEMENT PUBLISHER & DEVELOPER
(‘
the Agreement”) carefully, if you do not agree to all the terms of this agreement, you are not permitted to create an account on the distribution platform.  By creating an account on the distribution platform, you agree with all the terms and conditions of the agreement. After this, each time you upload Content(s) or use Content(s) during the term of this agreement, you are deemed to have agreed to (all the terms and the condition of) the agreement.

SECTION A: Publishers

1.1) Content means the game(s) made available for publishing to Publishers with an active account on the Distribution Platform.

1.2) Platform(s) means the(mobile) website(s) domain(s) or other content platforms which is owned by you or your company where you will display (links to) the Content.
(Hereinafter referred to also as “
Publisher”)

1.3) TUNNL B.V, This distribution platform is exploited TUNNL B.V. under the domain name www.gamedistribution.com 
(‘the Distribution Platform’), TUNNL B.V is a private company with limited liability, incorporated under the laws of the Netherlands, having its registered office and address at Beechavenue 182, 1119 PX Schiphol-Rijk, the Netherlands, commercial register no.: 68126913
(Hereinafter referred to as “
Distributor”)

1.4) 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.

1.5) Advertisement Costs: The ln-Content-Advertising 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).

1.6) Gross In-Content Advertising Revenue: all revenues generated and received by  Distributor through selling and serving of In-Content Advertisements.

1.7) Net In-Content Advertising Revenue:  the Gross In-Content Advertisements Revenues less Advertisement Costs if applicable.

1.8) Effective Date: the date that you have opened an account on the Distribution Platform and have accepted this Agreement.

1.9) Term: the initial term of this Agreement.

1.10) 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.

1.11) 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.


1.12) Party or Parties: Owner / Distributor or both

2.1) Subject to this Agreement,  Distributor here by grants to Publisher a non-exclusive, limited, non-sublicensable, non-transferable license to publish the Content on the Publishers Platform(s).  However, the license regarding each specific Content (early) terminates if Publisher removes such specific Content from the Distribution Platform for any reason whatsoever (e.g.  if it concerns third  party Content and  Distributors relevant third party license ends). In such case, Publisher shall remove such specific Content from its Website upon first notice of Distributor. Distributor is not obliged to make, or continue to make any Content available in all or any jurisdictions or territory throughout the term of this Agreement. Publisher is not allowed to Publish on any native application stores unless specific written approval from Distributor.

2.2) Each party hereby grants to the other Party a non-exclusive, limited license to use and publish such other Party’s trademarks and logos identified by that Party in connection with the proper execution of the Agreement. Each Party will use the trademarks in the form provided  by the other Party and in accordance with any instructions communicated by the other Party in advance.

3.1) During the Term, Publisher Is entitled to a Revenue Share of thirty three percent (33%) of the Net In-Content Advertising Revenue generated with In-Content Advertisements. Any Transfer fees applicable on Net Shares are at cost of Publisher.

3.2) During the Term  the Publisher 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, Publisher will pay Publisher's Revenue Share with respect to that month.

3.3) Publisher's Revenue Share will only be paid out provided that the accumulated outstanding amount is at least EUR 50 and that the Publisher has filled out the payment information in their reporting account needed to make the payment. 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.

4.1) The Distributor represents and warrants that

4.2) The Publisher represent and warrants that

Publisher 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  Distributors or its affiliates regarding a breach of above mentioned Warranties.

5.1) All Intellectual Property Rights which already existed 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.

6.1) 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.  

6.2) Either Party may terminate the Agreement if:

6.3) 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.

6.4) The termination grounds referred to in  7.2 and 7.3 do not prejudice the causes for termination and relating remedies arising from law.

6.5) Obligations, which, according to their nature, are destined to continue also after the termination of this Agreement, shall survive any termination of this Agreement.

7.1) 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:

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.

7.2) Publisher 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  Publisher 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

7.3) Distributor is entitled to suspend its services under any Agreement during the period that Publisher is in breach of any provision of this Agreement.

7.4) 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.

7.5) 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.

7.6) 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.

7.7) 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.

7.8) 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.

7.9) 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.

7.10)  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.

7.11) The applicability to this Agreement of either general or special terms and conditions however names, is hereby expressly rejected.

7.12) 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.

7.13) 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.

SECTION B: Developer

Please read the GAME LICENSE AGREEMENT DEVELOPER (‘the Agreement”) carefully, if you do not agree to all the terms of this agreement, you are not permitted to create an account on the distribution platform. By creating an account on the distribution platform, you agree with all the terms and conditions of the agreement. After this, each time you upload content during the term of this agreement, you are deemed to have agreed to (all the terms and the condition of) the agreement.

1.1) Content means the game(s) which is owned by you and or your licensor which you will upload to the distribution platform.
(Hereinafter referred to also as “
Owner”. )

1.2) TUNNL B.V, This distribution platform is exploited TUNNL B.V. under the domain name www.gamedistribution.com (‘the Distribution Platform’),
TUNNL B.V is a private company with limited liability, incorporated under the laws of the Netherlands, having its registered office and address at Beechavenue 182,
1119 PX Schiphol-Rijk, the Netherlands, commercial register no.: 68126913
(Hereinafter referred to as “
Distributor”)

1.3) 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.

1.4) Advertisement Costs: The ln-Content-Advertising 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).

1.5) Gross In-Content Advertising Revenue: all revenues generated and received by  Distributor through selling and serving of In-Content Advertisements.

1.6) Net In-Content Advertising Revenue:  the Gross In-Content Advertisements Revenues less Advertisement Costs.

1.7) Effective Date: the date that you have opened an account on the Distribution Platform and have accepted this Agreement.

1.8) Term: the initial term of this Agreement.

1.9) 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.

1.10) 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.


1.11) Party or Parties: Owner / Distributor or both

2.1) Subject to this Agreement, Owner hereby grants to Distributor a non-exclusive license to distribute the Content through 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
through 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:

3.2) With respect to the Content, during the Term the 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) :

3.3) Subject to the terms and conditions of this Agreement, during the Term  Distributor shall host the Content in full on the Distribution Platform. Exceptions for  hosting the Content in full can be received only by written consent of Distributor. Distributor shall use commercially reasonable efforts serve the advertisements within the Content by using API.

4.1) During the Term, the Owner Is entitled to a revenue share of thirty three percent (33%) of the Net In-Content Advertising Revenue generated with In-Content Advertisements. Any Transfer fees applicable on Net Shares are at cost of Developer.

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:

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 existed 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 through 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:

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:

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.