DEVELOPER AND PUBLISHER GAME LICENSE AGREEMENT

This Publisher and Developer Game License Agreement (the “Agreement”) is entered into by and between Developer/Publisher and Netlink Communication Technology Ltd, having its registered office at 470 North Bridge Road, #05-12 Bugis Cube, Singapore 188735 (“Netlink”) with respect to the use of the platform managed by Netlink’s partner and made available under the following domain name: https://gamemondi.com/ and https://www.gamemondi.com/ (the “Platform”) (hereinafter referred to as “Distributor”), as well as the use and exploitation of the Contents made available to Developer/Publisher from time to time on the Platform and the rights and obligations of Distributor and Developer/Publisher in respect thereof.

Capitalised terms used in the above conditions shall have the same meaning as set forth in the definitions below. In addition to the above conditions, which are binding between the Parties, this Agreement shall be governed by the following terms and conditions.

This agreement is made up of two sections for SECTION A: Developer and SECTION B: Publisher

SECTION A: DEVELOPER

1. DEFINITIONS AND INTERPRETATION
   1. Definitions– In addition to the terms defined above, the following terms shall have the meaning set forth below, unless clearly required otherwise by the context where they are used:

      “Account” means the account opened in Developer’s name on the Platform following the entering into of this Agreement and completion of the registration process.

      “Business Day” means any day other than Saturday or Sunday (or a day which is public holiday in Vietnam) when banks are open for their regular business in Vietnam.

      “Catalogue” means the catalogue of Contents uploaded on Developer’s Account from time to time, or any other catalogue of videogames and/or other contents used by Distributor at any time which includes one or more Contents.

      “Laws” means the law of Socialist Republic of Vietnam.

      "Clause" means any clause of this Agreement.

      "Confidential Information means any technical, financial, business, economic or other information which is disclosed in any manner or through any means by any Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), that is designated as confidential by the Disclosing Party at the time of its transmission or at a later stage, or that, given the nature of the information or the circumstances surrounding the disclosure, should be reasonably considered to be confidential, irrespective of whether such information is provided in written, oral, electronic, digital, visual or other forms (such as by means of analyses, compilations, forecasts, studies, software or other documents) and including, without limitation: (i) any information relating to technology, know-how, customers, business plans, promotional, distribution and marketing activities, finances and other business affairs of the Disclosing Party; (ii) any information related to the codes of the Contents (including any trade secrets that may be embodied in such codes, and having regard to both the Source Code and any resulting codes); (iii) any proposals of possible new products or services; (iv) any information related to the marketing, promotion, distribution and economic exploitation of the Contents in terms of revenues, traffic and other possible variables; and (v) any information related to the terms of this Agreement and the relationship between the Parties. Confidential Information does not include any information that: (i) is or becomes publicly available other than as a result of a breach of this Agreement; (ii) was already known by the Receiving Party at the time of its receipt from the Disclosing Party; (iii) has been received by the Receiving Party from a source (other than the Disclosing Party) that was not prohibited from disclosing such information by any legal, contractual or fiduciary obligation; and/ or (iv) has been independently developed without any access to the information provided by the Disclosing Party or any reverse engineering process

      "Content" means each and every game uploaded on Developer’s Account from time on the Platform.

      "Distribution Channel" means each and every distribution channel, platform and technology as Distributor and/or any Partner consider appropriate, including, without limitation, through any “white” label solution, as may be defined by common industry standards, provided by Distributor and/or the Partner for any third party services or for their own services, as well as web sites, telco services, OEM / ODM service or operators, value-added services (“VAS”) platforms, consoles, social networks, applications, alternative stores, etc. and irrespective of the methods used to generate Revenues on any such channel.

      "Distribution Costs" means any fees, costs and charges due and payable by Distributor to any external agency, company or entity in connection with the distribution of the Contents (including, without limitation, any fees, costs and charges payable in connection with the storage of the Contents on servers, the operations of the Platform, etc.) as well as any fees, costs and charges due and payable by Distributor to the Partners or other operators, carriers, distributors or sub-distributors, etc.

      "Effective Date" means the date when this Agreement becomes effective and binding between the Parties, being the date when (i) this Agreement has been duly entered into by the Parties, and (ii) Developer’s Account has been regularly opened on the Platform.

      "Gross Revenues" means all revenues generated and actually received by Distributor from the distribution of the Contents in accordance with this Agreement, including, without limitation, all revenues deriving from In-Content Advertising, In-Content Purchase and/or Pay-to-Play Schemes.

      "In-Content Advertising" means any advertising made in the Content.

      "In-Content Purchase" means any purchase of a digital product, item or service made in the Content.

      "Integration Kit" means the software delivered by Distributor to the Developer, which the Developer undertakes to integrate in the Content in accordance with Clause 3.1 below.

      "IP Rights" means all industrial or intellectual property rights, either registered or unregistered, including, without limitation, trademarks, patent rights, design rights, trade names, copyrights, neighboring rights, moral rights, trade secrets, database rights and similar proprietary rights.

      "License" shall have the meaning set forth in Clause 2.1 below.

      "Net Revenues" means the Gross Revenues less (if applicable) VAT, Transaction Costs and Distribution Costs.

      "Owner of the IP Rights" means the person and entity that owns from time to time the IP Rights relating to the Content, being the Developer or any other person or entity that ultimately owns such IP Rights, as the case may be.

      "Parties" means Distributor and the Developer (and “Party” shall mean either of them).

      "Pay-to-Play Scheme" means any distribution arrangement where revenues are generated by one-off and/or periodic payments directly or indirectly made by Users through credit or debit cards, mobile credit, banking, e-money or payment instruments or in any other manner.

      "Platform Credentials" means the credentials (username, password, etc.) used by the Developer to access the Account and use the Platform.

      "Partner" means any entity or person (including any third party publisher website, app application and other platform, such as Facebook and any similar web platform or publisher) having access to the Platform in such capacity for the purposes of distributing the contents made available on the Platform (including the Content, where applicable), or any other person or entity engaged by Distributor to act as sub-distributor and/or publisher in connection with the Contents (regardless of any access to the Platform).

      "Report" means the report indicating the Revenue Share payable to the Developer in respect of the relevant Reporting Period in accordance with the provisions set forth in this Agreement.

      "Reporting Period" means each calendar month.

      "Revenue Share" means the consideration due by Distributor to the Developer in accordance with this Agreement.

      "Source Code" means the source code or the HTML5 build of the Content

      "Term" means the term of this Agreement, as regulated in accordance with Clause 7.

      "Transaction Costs" means any costs, fees and expenses which are charged to Distributor by any payment service providers used by Distributor, such as credit card fees, gateway and service fees and other transaction-based charges, chargebacks and reversals.

      "User" means any player of the Content.

   2. Interpretation – Words used in the singular number include the plural number and vice versa. Reference to any gender includes each other's gender. Reference to any agreement, document or instrument means such agreement, document or instrument, inclusive of any recitals and attachments thereto, as amended or modified and in effect from time to time in accordance with the terms thereof. Reference to any person or entity includes such person or entity’s successors and assignors, provided that any such succession or assignment is not prohibited under this Agreement. Reference to any provision of law or regulation means such provision as amended, modified, codified, replaced or re-enacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder.
2. LICENSE
   1. Grant of the License– By entering into this Agreement, and subject to the conditions set forth hereunder, Developer grant to Distributor, which hereby accepts, a worldwide license to use, distribute, market, display, exploit, promote, advertise, monetize, publish the Content and make available such Content on its own channels and/or to the Partners and on the related channels, by publishing them on the Platform or in any other manner as Distributor may deem to be appropriate or convenient (the “License”). Subject to the provisions set forth in Clause 8.12 below, such License shall be non-exclusive.
   2. Certain rights falling within the scope of the License– It is understood that the scope of the License shall include, without limitation, the right of Distributor to:
      1. (a) create marketing materials for the Contents and promote and advertise the same on the Platform and/or in all and any media as Distributor may deem to be appropriate;
      2. (b) use and reproduce free of charge the names, trademarks, trade names, drawings, logos, sound, music, symbol and in general any copyright and IP Rights relating to, or incorporated in, or applicable to, the Content, and/or associated to Developer (or the Owner of the IP Rights, as the case may be) for the purpose of allowing Distributor to exercise the rights entrusted to it under this Agreement;
      3. (c) use the Content in executable format for its own use;
      4. (d) translate or modify the Contents to incorporate them into another software, and/or adopt any measures and changes to the Contents in order to increase their profitability;
      5. (e) enable the Partners to access the Contents and distribute them through their Distribution Channels;
      6. (f) monetize the use of the Contents through agreements entered into by Distributor with the Partners, and through any possible methods (including, without limitation, In-Content Advertising, In-Content Purchase and Pay-to-Play Schemes);
      7. (g) sub-license to the Partners any and all of the rights falling within the scope of the License; (h) enable the Users to access and display the Contents through the Distribution Channels.
   3. Application of the License to the Content(s)– It is further understood that the License shall apply to each and every Content uploaded on Developer’s Account from time to time on the Platform.
   4. No exclusivity right or obligation– This Agreement does not create any exclusivity obligation for Distributor to distribute the Content. Accordingly, Distributor will be entitled at any time to use, distribute, market, display, exploit, promote, advertise, publish and make available any other content, game or software, whose contents and nature may be similar to the Contents or compete with the same, either directly or indirectly. Nothing in this Agreement shall be construed as preventing Distributor in engaging in this business or any type of activities also with third parties. The provision set forth in this Clause 2.4 is without prejudice to Clause 8.12 below.
   5. Unauthorized use of the Content– Without prejudice to any other obligations undertaken by Distributor under this Agreement, Developer expressly acknowledge and agree that, due to technological reasons, it may be difficult or impossible for Distributor to prevent Users from using the Contents on any platforms, websites or channels not authorized by Distributor or any of its Partners. Accordingly, Distributor shall not be held liable in respect of any such unauthorized use of the Contents – including, without limitation, as a consequence of the unauthorized use of their embedded code – unless the unauthorized use is attributable to gross negligence or willful misconduct by Distributor.
   6. No further commitments or assurances– Developer expressly acknowledge and agree that Distributor do not undertake any obligation or commitment with respect to the amount of Net Revenues or Users resulting from the distribution of the Contents in accordance with this Agreement and that no assurance is implicitly or expressly given by Distributor in such respect. In particular, and without prejudice to the generality of the foregoing, by entering into this Agreement Distributor does not undertake any obligation in terms of minimum payments, distribution volumes, Net Revenues, Users, etc.
3. DISTRIBUTION OF THE CONTENTS
   1. Integration Kit– Distributor undertakes to deliver to the Developer, promptly after the uploading of a Content on the Platform, the Integration Kit. Developer undertakes to use the Integration Kit for the purposes of ensuring that the Content may be distributed through the Platform. Developer expressly acknowledge and agree that any failure by Developer to duly and properly use the Integration Kit may adversely affect the distribution and/or monetization of the Content on the Platform, or prevent such distribution and/or monetization – in which cases Distributor shall be relieved from any and all liabilities or responsibilities towards Developer.
   2. Contents uploaded on the Platform– Developer shall ensure that the Content uploaded from time to time on the Platform does not have any defect, flaw, technical problem or malfunctioning, whether disclosed or not disclosed to Distributor at the time when Developer upload the Content on the Platform. Should the Content have any defect, flaw, technical problem or malfunctioning, Distributor shall be under no obligation to distribute such Content or perform any other activities regulated under this Agreement, and shall be fully discharged from any obligations and liabilities related to such activities.
   3. Delivery of the Source Code and related updates– Developer shall deliver to Distributor upon request the complete and true Source Code (including all related visual, graphic, audio and audio-visual works). The Source Code must be provided without any In- Content Advertising, external payments providers, external links or external dependencies. It will be verified, cleaned and optimized by Distributor and hosted on the servers of Distributor or the Partners. Any further update to the Source Code must also be promptly delivered to Distributor upon request and will be subject to the other provisions of this Clause 3.3.
   4. Inclusion of the Contents in the Catalogue– Developer expressly acknowledge and agree that the Contents may be included in every Catalogue offered by Distributor for the direct or indirect distribution of the Contents. The inclusion of the Contents in a Catalogue will not give Developer any right on such Catalogue, and Distributor shall be under no obligation to provide Developer with any information on the composition, contents and any other aspects relating to such Catalogue. Developer expressly acknowledges and agrees that Distributor can create or modify the Catalogues at our own discretion and that Developer has no right whatsoever with respect to the composition of any such Catalogue or the inclusion of one or more Contents in any Catalogue created by us.
   5. Availability of the Contents to the Partners– The Partners will be allowed by Distributor to access the Contents by way of a link made available by Distributor through our own Platform, this being without prejudice to the possibility for Distributor to directly or indirectly distribute the Contents through other technical arrangements or devices and/or agree on different arrangements with the Partners to access the Contents (e.g. through other technical arrangements, services or platforms other than the Platform).
   6. No obligation of Distributor for the management of the Catalogue and the Platform– Except as otherwise provided in this Agreement, no obligation is undertaken by Distributor in relation to the management of the Catalogue and/or the Platform and Developer expressly waive the possibility to raise any claim and/or bring any action against Distributor in this connection.
   7. Duty to assist Distributor in the distribution of the Contents– Developer will allow Distributor to perform all activities that Distributor may consider appropriate for the distribution of the Contents and will provide Distributor with all support that Distributor may reasonably request for the performance of such activities.
   8. Revenue arrangements– Within the scope of this Agreement, Distributor shall have the right to negotiate and execute any arrangements to obtain revenues from advertising or any other form of monetization that Distributor considers appropriate in relation to the Contents. In this respect, Developer expressly acknowledge and agree that Distributor (and/or any third party entity authorized by Distributor) are entitled to maintain commercial relationship with Partners, advertising companies, advertising agencies, payments providers and any other companies, stipulate contracts and agreements with them regarding banners, commercial spaces and other type of monetization to be associated to the Contents and the Platform.
4. CERTAIN UNDERTAKINGS AND ACKNOWLEDGMENTS OF THE PARTIES
   1. Certain undertakings of the Developer– In addition and without prejudice to the other obligations provided under this Agreement, during the Term Developer shall:
      1. (a) be solely responsible for all programming, design and game development in respect of the Content;
      2. (b) not use any copyrighted or registered trademarks of any kind of names or visual materials in the Content that Developer are not entitled to use;
      3. (c) implement the Integration Kit in accordance with Clause 3.1 above as instructed by us;
      4. (d) ensure that all Content updates and features of the Content are made available for the version integrated on the Platform and that the Content distributed on the Platform is always identical to the latest version of the Content published on other platforms, websites, apps, etc.; (e) provide the Content at least in English;
      5. (e) enable the Partners to access the Contents and distribute them through their Distribution Channels;
      6. (f) be responsible for providing User support in relation to the Content, including community management;
      7. (g) not include any link to a web domain or Content(s) outside the Platform in the Content integrated on the Platform without our prior written consent.
   2. Maintenance support and possible changes or adaptations– Should Distributor notifies in writing to Developer during the Term of the Agreement the existence of any programming errors, bugs, malfunctioning, deficiencies and/or operational failures concerning the Contents, Developer shall verify and attempt to correct such errors, bugs, malfunctioning, deficiencies and/or operational failures at Developer’s expense within 30 (thirty) Business Days of the date of notification. The notification shall be sent either via email or via communications through the Platform. If Distributor is not satisfied with the correction, Distributor may be entitled to (i) suspend the distribution of the Contents in respect of which the above programming errors, bugs, malfunctioning, deficiencies and/or operational failures occurred, this being without prejudice to any other rights or remedies that may be exercised by Distributor in accordance with this Agreement and applicable provisions of law. Distributor shall also be entitled to ask Developer to make any reasonable changes or adaptations to the Contents, in which case the above provisions shall apply mutatis mutandis.
   3. Technical questions– If Distributor submits to Developer any technical questions on the use of the Contents, Developer shall provide a satisfactory and complete answer to any such questions without any charge to Distributor within the maximum term of 5 (five) Business Days from each request.
   4. IP Rights– The Parties acknowledge and agree that all IP Rights which already existed at the time of entering into this Agreement remain the property of the Party to which they belonged at that time. The Parties shall only acquire rights from the other Party as are explicitly granted in this Agreement. In this respect, Developer expressly acknowledge and agree that all IP Rights relating to any code, software or material developed by Distributor for the distribution of the Contents (including any code or portions of a code integrated in the Content, or the software developed in respect of the HTML5 version of the Contents) shall be the exclusive property of Distributor.
   5. Additional undertakings– Developer will not allow any malware, adware, spyware or such like programs to be inserted into the Source Code that may cause harm to Users, computers or other devices, violate privacy laws or cause Developer and/or Distributor to violate the laws applying in the countries where the Contents are distributed and/where Developer and/or Distributor operate.
   6. Obligations relating to the use of the Account and the Platform– Developer shall be exclusive responsible for the use of Developer’s Account and the Platform, as well as for the safekeeping and confidentiality of the Platform Credentials. Developer expressly acknowledge and agree that Distributor shall have no responsibility or liability in respect of any non-authorized or fraudulent use of the Platform Credentials, as well as in general in relation to the security standards of the Platform.
   7. Hosting– Distributor shall be entitled to host the Content in full on our servers or on any servers provided by third parties at our own discretion. Developer expressly acknowledges and agrees that Distributor gives no guarantee or assurance with respect to the security of any such servers, and that the operators of any such servers may acquire IP Rights on the Content as a consequence of the use of the servers based on the terms and conditions applicable thereto
   8. Platform– Developer acknowledge that the 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 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 Platform and/or any of its advertising, information, data and (game) content.
5. REVENUE SHARE
   1. Amount of Revenue Share– As a consideration for the License granted under this Agreement and all other activities regulated hereunder, Developer shall be entitled to the payment of a Revenue Share amounting to 40% (forty percent) of the Net Revenues on a monthly basis (or such other different percentage or consideration as may be separately agreed in writing between the Parties). The Revenue Share has included all expenses, the parties will have to declare taxes and fees according to the laws of their country (if any).

      Developer’s bank details and other identifiers, the accuracy of which is the responsibility of Developer, that the Distributor shall use at the time of paying Amount of Revenue Share are as below:

      Beneficiary name
      Bank name
      Bank address
      Bank account number
      IBAN
      SWIFT code / BIC

   2. Data, metrics and reporting– Developer will be entitled to access through Developer’s own Account to the data and metrics concerning the distribution of the Contents. Developer expressly acknowledge and agree that such data and metrics are merely indicative, may be subject to adjustments and modifications from time to time and are not conclusive or binding with respect to the determination of the Revenue Share. The Revenue Share will be calculated on the basis of the final data and information available to us. The determination of the Revenue Share made by Distributor in the Report on the basis of such final data and information will be binding between the Parties. Clause 5.8 below shall remain unaffected.
   3. Invoicing– Developer shall be entitled to invoice to Distributor the amount of the Revenue Share indicated in the Report only following the delivery of such Report. Developer will send the invoice to Distributor within 6 (six) months of the date of receipt of the Report. In case no invoice will be issued within this term, Developer will lose the right to receive the relevant Revenue Share.
   4. Payment of the invoice– Subject to the other provisions of this Clause 5, Distributor will pay to Developer the amount indicated in the invoice (provided that this was correctly calculated in accordance with the foregoing and based on the Report) within 30 (thirty) Business Days of the date of receipt of such invoice by Distributor.
   5. Carry forward– 5.5If the total amount due to Developer is less than EUR 100 (one hundred), Distributor shall carry the balance due forward to the next payment period until the payment period when a minimum amount of EUR 100 (one hundred) (including any amounts brought forward) becomes payable.
   6. Condition of full payment– No amount will be paid by Distributor to Developer and no Revenue Share will become due before Distributor will have received full payment from advertising and any other revenue source.
   7. Minimum threshold Minimum threshold– Without prejudice to the above provisions, Distributor shall be entitled not to pay to Developer any Revenue Share on a daily basis in case the number of daily interactions between the Users and the Contents (e.g. number of times when a game is played by Users) is lower than two (2).
   8. Adjustments– Distributor shall be entitled at least on an annual basis to communicate to Developer any adjustments to the Revenue Shares already paid by Distributor on the basis of the actual data and metrics concerning the distribution of the Contents, in which case Developer shall pay to Distributor (or Distributor shall pay to Developer) any positive (or negative) difference between the amount of Revenue Shares actually paid by Distributor and the amount of Revenue Shares owed to Developer on the basis of the actual data and metrics referred to above.
6. REPRESENTATIONS AND WARRANTIES, LIABILITY AND INDEMNIFICATION
   1. Developer’s representations and warranties– Developer hereby represent and warrant to Distributor the following:
      1. (a) Developer has the right, power, authority and capacity to enter into this Agreement and to fully perform Developer’s obligations hereunder;
      2. (b) the person executing this Agreement is fully entrusted with the power to validly represent the Developer for the purposes thereof;
      3. (c) the execution of this Agreement by the person indicated above creates legal, valid and binding obligations of the Developer;
      4. (d) The execution of this Agreement by Developer does not violate any separate agreements, rights or obligations existing between Developer and any other persons and/or entities;
      5. (e) Developer complies and will comply with all applicable laws (including, without limitation, data protection laws) in conducting Developer’s business and performing Developer’s obligations under this Agreement;
      6. (f) Developer has and will maintain full authority to license the Contents in accordance with this Agreement;
      7. (g) Developer is the owner of, or are duly licensed to dispose of, all IP Rights that are necessary or appropriate in order to enter into this Agreement and to grant to Distributor and the Partners the rights provided hereunder (including, without limitation, the rights arising from the License);
      8. (h) neither the Contents, nor the use, marketing or distribution of the same by Distributor, infringe any IP Rights or other rights of any person or entity, or are in breach of any applicable law, regulation, rule or relevant industry codes;
      9. (i) the Contents (1) are and will up-to-date, true, correct and accurate, (2) do not and will not contain any material that is libelous or defamatory or that discloses private or personal matters concerning any person, obscene, indecent or pornographic material or any known computer virus or other contaminating or destructive feature, or any material that is otherwise unlawful, (3) do not and will not contain any violent, sexual or abusive material so as to be reasonably likely to cause offense to any material group of people, (4) to the best of Developer’s knowledge, do not or will not contain any other material or information that may cause reputational, economic or legal damages to Distributor;
      10. (j) at the time of the delivery to Distributor and to the best of Developer’s knowledge, the Contents are free from any material defects, bugs, technical errors, deficiencies or inaccuracies in programming;
      11. (k) Developer have disclosed (or will disclose at the time when the Contents will be uploaded on the Platform) in writing to Distributor the existence of any third party code, including without limitation open source code, that is included in or is provided in connection with the Contents and that the Contents comply with all license agreements applicable to such third party code;
      12. (l) to the best of Developer’s knowledge, the Contents do not contain any computer code, programming instruction, or set of instructions (including, without limitation, self-replicating and self-propagating programming instructions commonly called as viruses or worms), which are known to harm Users and/or to damage, interfere or otherwise adversely affect computer programs, data files or hardware, without the consent or intent of the computer use;
      13. (m) to the best of Developer’s knowledge, the marketing materials relating to the Contents that are delivered to, or used by, Distributor are true in all material respects;
      14. (n) the availability of, and support for, the Content will be at all times of high quality, and will meet the specifications set forth in this Agreement;
      15. (o) as of date when the Content is uploaded on the Platform, to the best of Developer’s knowledge there is no current or impending claim or proceedings anywhere in the world in respect of the Content.
   2. Violations of Developer’s Content– Additionally, Distributor supports Google's initiative to enable a free and open web. Thus, Distributor will have Developer’s Account immediately shut down, and all data there-in deleted should Developer breach any of the below violations:
      1. (a) Illegal content violation - Distributor does not allow that Developer’s Content is illegal, promotes illegal activity or infringes on the legal rights of others.
      2. (b) Intellectual property violation - Distributor does not allow that Developer’s Content infringes copyright; sells or promotes the sale of counterfeit products; counterfeit goods contain a trademark or logo that is identical to or substantially indistinguishable from the trademark of another; they mimic the brand features of the product in an attempt to pass themselves off as a genuine product of the brand owner.
      3. (c) Endangered or threatened species violation - Distributor does not allow that Developer’s Content promotes the sale of products obtained from endangered or threatened species.
      4. (d) Dangerous or derogatory content violation - Distributor does not allow that Developer’s Content incites hatred against, promotes discrimination of or disparages an individual or group on the basis of their race or ethnic origin, religion, disability, age, nationality, veteran status, sexual orientation, gender, gender identity or other characteristic that is associated with systemic discrimination or marginalisation. Service does not allow content that harasses, intimidates or bullies an individual or group of individuals. Distributor does not allow that Developer’s Content threatens or advocates physical or mental harm to oneself or others. Distributor does not allow that Developer’s Content relates to a current, major health crisis and contradicts authoritative, scientific consensus. Service does not allow content that exploits others through extortion.
      5. (e) Enabling dishonest behaviour violation - Distributor does not allow that Developer’s Content promotes any form of hacking or cracking and/or provides users with instructions, equipment or software that tampers with or provides unauthorised access to devices, software, servers or websites. Distributor does not allow that Developer’s Content enables a user, or promotes products and services that enable a user, to track or monitor another person or their activities without their authorisation. This does not include private investigation services; products or services designed for parents to track or monitor their underage children.
      6. (f) Misrepresentative content violation - Distributor does not allow that Developer’s Content misrepresents, misstates or conceals information about Developer, Developer’s content or the primary purpose of Developer’s web destination. Service does not allow content that entices users to engage with content under false or unclear pretences; engages in 'phishing' for users’ information; promotes content, products or services using false, dishonest or deceptive claims; makes claims that are demonstrably false and could significantly undermine participation or trust in an electoral or democratic process; falsely implies having an affiliation with, or endorsement by, another individual, organisation, product or service; deceives users through manipulated media related to politics, social issues or matters of public concern.
      7. (g) Malicious or unwanted software violation - Distributor does not allow that Developer’s Content contains malicious software or 'malware' that may harm or gain unauthorised access to a computer, device or network.
      8. (h) Sexually explicit content violation - Distributor does not allow that Developer’s Content includes graphic sexual text, image, audio, video or games; contains non- consensual sexual themes, whether simulated or real. Distributor does not allow the distribution of the Content on any channel that: may be interpreted as promoting a sexual act in exchange for compensation.
      9. (i) Child sexual abuse and exploitation violation - Distributor does not allow that Developer’s Content sexually exploits or abuses children, or content that promotes the sexual exploitation or abuse of children; endangers children.
   3. Our representations and warranties– Distributor hereby represent and warrant to Developer the following:
      1. (a) Distributor has the right, power, authority and capacity to enter into this Agreement and to fully perform our obligations hereunder;
      2. (b) the execution of this Agreement by Distributor does not violate any separate agreements, rights or obligations existing between Distributor and any other persons or entities.
   4. Indemnification– Each Party will indemnify, defend and hold harmless the other Party and its officers, directors, employees from and against any and all losses, liabilities, claims, obligations, costs and expenses (including reasonable attorneys’ fees) which result from, arise in connection with or are related in any way to, any breach of the representations and warranties above
   5. Third parties or actions for infringement– In case of any claim or action brought (or threatened to be brought) against Distributor in relation to the Contents for infringement of any IP Rights or any other rights of third parties, Developer will undertake any action and perform any activity (including, without limitation, by engaging external attorneys, filing all appropriate requests and counterclaims before competent courts, etc.) that may be appropriate or necessary to defend the rights entrusted to Distributor under this Agreement, and will fully cooperate with Distributor in any action that may be undertaken and any activity that may be performed by it for the same purposes. In addition, Developer will keep Distributor fully indemnified and harmless against any costs, expenses, fees (including attorney fees) and damages that may be incurred by Distributor in connection with, or as a consequence of, such claims or actions, provided that (i) Developer have been promptly notified in writing of any claim or action by Distributor (if such claim or action has been initiated against Distributor), and (ii) Distributor allows Developer to control the defense and/or settlement of any such claim or action and provide Developer with all requested assistance, information and authority. In the event that the Contents become, or in Developer’s opinion are likely to become, the subject of any claim or action for infringement in accordance with the above provisions, Developer may, at Developer’s own discretion, secure our right to continue using the Contents, replace or modify the Contents so as to remove any possible infringement. In any case Distributor will be entitled to immediately remove the Contents from the Platform and/or stop performing any marketing, promotional or distribution activities in relation to them, this being without prejudice to any other rights or remedies that may be exercised by Distributor in accordance with this Agreement and applicable provisions of law.
   6. Other remedies– It is understood that the above remedies are without prejudice to any additional remedies available to the Parties in accordance with this Agreement and any applicable laws.
7. TERM, TERMINATION AND WITHDRAWAL
   1. Term– This Agreement becomes effective on the Effective Date and will continue to be effective for an undefined term, subject to the provisions below and any other applicable provisions of law
   2. Withdrawal at will– Either Party will be entitled to withdraw at will) from this Agreement for any cause and at any time by serving a prior written notice to the other Party of at least (i) 90 (ninety) days if the withdrawal right is exercised by the Developer, and (ii) 5 (five) days if the withdrawal right is exercised by Distributor.
   3. Withdrawal for good cause– Without prejudice to the right of withdrawal provided under Clause 7.2, Distributor will be entitled to withdraw from this Agreement without any prior notice and by way of a written communication to be served to Developer in case there is a good cause justifying such withdrawal. For the purpose of this provision, a good cause exists if Distributor believes that the contractual relationship with Developer cannot be continued until the expiry of the Agreement due to any events or behaviors that may be prejudicial to our reputation, legal, economic or business interests. In particular, and without limitation to the generality of the foregoing, Distributor shall be entitled to withdraw for good cause from this Agreement in case (i) Developer are or become insolvent or likely unable to pay Developer’s liabilities in a regular manner, (ii) insolvency or similar proceedings are opened against Developer and have not been denied as unfounded (or have been denied for lack of assets), (iii) any measures for provisional suspension of payments are taken against Developer, (iv) Developer start liquidation proceedings or cease to perform Developer’s business, (v) Developer lose command over Developer’s assets or part thereof due to seizure, by being placed under trusteeship or in any other way, and such command is not returned within four (4) weeks after the loss thereof, (vi) criminal, administrative or disciplinary proceedings are opened against Developer or any of Developer’s directors or employees in connection with the business carried out by Developer.
   4. Termination– Without prejudice to any other rights or remedies available under this Agreement and applicable provisions of law, Distributor shall be entitled to terminate this Agreement with immediate effect and without any prior notice (i) in case any of the representations and warranties included in Clause 6.1 are or become untrue or incorrect, either in full or in part, (ii) if Developer are in breach, in full or in part, of any of the obligations set out under Clauses 3.2 (Contents uploaded on the Platform), 3.3 (Delivery of the source code and related updates), 4.1 (Certain undertakings of the Developer), 4.3 (Maintenance support and possible changes or adaptation), 4.5 (Additional Undertakings), 6.4 (Third parties or actions for infringement) 8.1 (Confidentiality undertakings), 8.5 (Assignment) and/or 8.12 (Entire Agreement – only with respect to the breach of the exclusivity right). In addition, either Party may terminate this Agreement in case of a material breach by the other Party of any of the provisions hereunder, if such breach is not cured within 30 (thirty) days following a written notice sent to the breaching Party specifying the breach.
   5. Consequences of extinction– Upon expiry, withdrawal, termination or extinction for whatsoever cause of this Agreement, Distributor will immediately interrupt the promotion and distribution of the Contents on any new Distribution Channels. As to the existing Distribution Channels, Distributor will remove within 90 (ninety) Business Days all Developer’s Contents from the Platform and all promotional activities Distributor might have in place. Any obligation which, according to its nature, the provisions of this Agreement or the applicable provisions of law, shall survive any expiry, withdrawal, termination or extinction for whatsoever cause of this Agreement, shall continue to apply notwithstanding such expiry, withdrawal, termination or extinction.
8. MISCELLANEOUS PROVISIONS
   1. Confidentiality undertakings– Each Party shall take all reasonable precautions to protect the confidentiality of the other Party’s Confidential Information, which precautions will be at least equivalent to those taken by each Party to protect its own Confidential Information. Except as required by law or as necessary to perform the obligations undertaken hereunder, none of the Parties will knowingly disclose the Confidential Information of the other Party or use such Confidential Information for its own benefit or for the benefit of any third party. The obligations set forth in this Clause 8.1 shall last for the entire Term of this Agreement and for a period of three (3) years thereafter.
   2. Nature of the relationship between the Parties– The Parties enter into this Agreement as independent contractors. Neither Party will be deemed to be an employee, agent or legal representative of the other Party for any purpose. This Agreement does not create any relationship of agency, partnership or joint venture between the Parties. Neither Party will have any right or authority to assume, create, or enlarge any obligation or commitment on behalf of the other Party and will not represent itself as having the authority to bind the other Party in any manner.
   3. Waiver– 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. Any waiver of a breach or a default of any provision of this Agreement by the non-defaulting Party shall not be construed as a waiver of any succeeding breach of the same or any other provision.
   4. Severability– In the event one or more of the provisions of this Agreement are found to be invalid, illegal or unenforceable by a court with jurisdiction or by panel of arbitrators, the remaining provisions shall continue in full force and effect. In case this is not possible, the Parties shall negotiate in good faith to replace the invalid, illegal or unenforceable provision(s) with valid, legal and enforceable provision(s).
   5. Assignment– Developer shall not be entitled to assign, sublicense, transfer, encumber or otherwise dispose of this Agreement or any of the rights arising therefrom (including, without limitation, the right to the payment of the Revenue Share) without our prior written approval. Any attempted assignment, sublicense, transfer, encumbrance or other disposal or this Agreement or the rights arising therefrom (including, without limitation, the right to the payment of the Revenue Share) by the Developer 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 assignees. Distributor shall be entitled to assign, sublicense, transfer, encumber or otherwise dispose of this Agreement or any of the rights arising therefrom to any third party, and Developer hereby express Developer’s consent to any such assignment, sublicense, transfer, encumbrance or other disposal.
   6. Suspension of distribution and other activities– Distributor shall be entitled to suspend the distribution of the Contents and performance of any other activities regulated hereunder in case of any breach by Developer of any provision of this Agreement, until such breach is entirely cured and remedied (and without prejudice to any other remedies available in accordance with this Agreement and/or applicable provisions of law).
   7. Force majeure and fortuitous case– No Party shall be deemed to be in breach of the obligations undertaken hereunder for any cessation, interruption or delay in the performance of such obligations due to causes beyond its reasonable control, including in the event of force majeure (forza maggiore) and fortuitous case pursuant to Italian law. It is understood, for the avoidance of doubt, that such provision shall apply, without limitation, in the event of any 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 the business, or any change in or the adoption of any law, regulation, judgment or decree affecting the activities regulated hereunder.
   8. Unilateral amendments– Distributor shall be entitled to periodically update or unilaterally amend at our own discretion and at any time this Agreement, including as regards its economic terms and amount of the Revenue Share. Distributor will notify in Developer via email of any such update or amendment, in which case Developer will be entitled to withdraw from this Agreement within 10 (ten) Business Days of the date of receipt of the above communication (and the terms in force prior to the above update or amendment shall continue to apply to Developer until the withdrawal notice is served to Distributor and becomes effective). For the avoidance of doubt, it is understood that any failure by Developer to serve the above notice shall be construed as an acceptance of the update or amendment referred to above.
   9. Addenda, side letters, deeds of amendment and other ancillary agreements– Without prejudice to Clause 8.8 above, the Parties can agree on any additional or different terms regulating their relationship, or amend the terms set forth in this Agreement, by entering into any addendum, side letter, deed of amendment or other ancillary agreement, provided that any such addendum, side letter, deed of amendment or ancillary agreement is executed in writing by both Parties.
   10. Delegates and sub-contractors– Distributor shall be entitled to delegate or sub-contract any of our obligations under this Agreement to any third party provided that Distributor shall continue to be responsible and liable for the acts of the third party concerned relating to this Agreement.
   11. Notices– Any notice required or permitted to be given between the Parties under this Agreement will be in writing and be given: (i) if to Distributor, to the address indicated in the preamble of this Agreement or at the email address indicated on the Platform; (ii) if to Developer, to the address (including the email address) indicated by Developer at the time of registration on the Platform, as updated from time to time.
   12. Entire agreement– Without prejudice to Clauses 8.8 and 8.9 above, and subject to the provisions below of this Clause 8.12, this Agreement constitutes the entire agreement and understanding between the Parties relating to the subject matter hereof, supersede all other negotiations, representations, liabilities and/or agreements, oral or written, heretofore made between the Parties with respect to such subject matter, including any agreement entered into in writing by the Parties prior to (and existing as of) the date hereof. It is however understood that any such existing agreement between the Parties shall continue to regulate the subject matters thereof which are not regulated under this Agreement, including, without limitation, with respect to any code or software developed (or that will be developed) by Distributor for the HTML5 distribution of any videogames or contents owned or distributed by the Developer, the IP Rights on which code or software shall continue to be owned exclusively by Distributor. Furthermore, in case any such existing agreement between the Parties provides for an exclusivity right of Distributor, such exclusivity right shall continue to apply to the Contents distributed in accordance with this Agreement until the expiry of its Term, or such shorter period that is the maximum period permitted under applicable law, and Distributor shall accordingly be deemed to be entitled to market, promote, monetize and distribute any such Contents and exercise any other rights falling within the scope of the License in accordance with this Agreement on an exclusive basis.
   13. Data protection– All data collected or processed by either Party in relation to the other Party and with respect to the activities regulated under this Agreement will remain in the exclusive control of the Party performing the relative processing, and will not be shared with other Party, unless separately agreed and regulated between the Parties. Developer will keep Distributor indemnified and harmless for any dispute arising from the data collecting or processing the related data. Each Party undertakes to comply with data protection requirements applicable in accordance with the law.
   14. Taxes paid by Distributor– Distributor shall be exclusively responsible for all taxes (if any) associated with the transactions between (i) Distributor and advertising companies / agencies in connection with In-Content Advertising, (ii) Distributor and the Partners or any third parties in connection with In-Content Purchases and Pay-for-Play Schemes, (iii) Distributor and the Users.
   15. Taxes paid by Developer– Developer shall be exclusively responsible for all taxes (if any) associated with the payment of the Revenue Share, other than any income taxes to which Distributor is subject. In particular, all payments that will be made by Distributor to Developer in relation to the Revenue Share will be treated as inclusive of any taxes (if applicable) and will not be adjusted depending on the applicable tax amounts. Should Distributor be under an obligation to withhold any taxes from the payments made to Developer, Distributor will notify Developer of this circumstance and will make the payments net of the withheld amounts.
   16. Formation of the Agreement– When requesting access to the Platform Developer are also requested to express Developer’s consent to this Agreement. The expression of Developer’s consent to this Agreement constitutes a contractual proposal which will become binding and effective upon acceptance thereof by Distributor. Distributor however reserves the right not to accept such proposal upon our discretion by serving a written notice to Developer. This Agreement shall be deemed to be duly entered into by the Parties only once Developer are notified by Distributor that Developer’s request to access the Platform on the basis of this Agreement has been accepted by Distributor.
   17. Limitation of Liability– Developer expressly acknowledge and agree that the maximum aggregate liability of Distributor that may arise from this Agreement shall be limited to 2 (two) times the average amount of Revenue Share paid by Distributor to Developer on a monthly basis, calculated on the basis of the simple average of the Revenue Shares paid by Distributor until the date when the liability arises. Such limit shall apply to all liabilities of Distributor of a contractual, pre-contractual or tortious nature and regardless of the number of claims raised under this Agreement.
   18. Newsletter and communications– Distributor shall be entitled to send to Developer any newsletters, marketing communications or information related to our services and business initiatives, including, without limitation, as regards any platforms or distribution channels opened or managed by Distributor.
9. APPLICABLE LAW, DISPUTES AND JURISDICTION
   1. Applicable law– This Agreement and the rights and obligations of the Parties hereunder shall be governed by, and construed in accordance with, the Socialist Republic of Vietnam.
   2. Disputes– All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in Vietnam or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the Vietnam International Arbitration Centre (VIAC). Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by an arbitrator experienced in VIAC and shall include a written record of the arbitration hearing. An award of arbitration may be confirmed in a court of competent jurisdiction.

SECTION B: PUBLISHER

1. DEFINITIONS AND INTERPRETATION
   1. Definitions– In addition to the terms defined above, the following terms shall have the meaning set forth below, unless clearly required otherwise by the context where they are used:

      “Account” means the account opened in Publisher’s name on the Platform following the entering into of this Agreement and completion of the registration process.

      "Business Day" means any day other than Saturday or Sunday (or a day which is a public holiday in Vietnam) when banks are open for their regular business in Vietnam.

      "Catalogue" means the catalogue of Contents uploaded on Publisher’s Account from time to time, or any other catalogue of videogames and/or other contents used by Distributor at any time which includes one or more Contents.

      "Laws" means the law of Socialist Republic of Vietnam.

      "Clause" means any clause of this Agreement.

      "Confidential Information" means any technical, financial, business, economic or other information which is disclosed in any manner or through any means by any Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), that is designated as confidential by the Disclosing Party at the time of its transmission or at a later stage, or that, given the nature of the information or the circumstances surrounding the disclosure, should be reasonably considered to be confidential, irrespective of whether such information is provided in written, oral, electronic, digital, visual or other forms (such as by means of analyses, compilations, forecasts, studies, software or other documents) and including, without limitation: (i) any information relating to technology, know-how, customers, business plans, promotional, distribution and marketing activities, finances and other business affairs of the Disclosing Party; (ii) any information related to the codes of the Contents (including any trade secrets that may be embodied in such codes, and having regard to both the source code and the resulting codes); (iii) any proposals of possible new products or services; (iv) any information related to the marketing, promotion, distribution and economic exploitation of the Contents in terms of revenues, traffic and other possible variables; and (v) any information related to the terms of this Agreement and the relationship between the Parties. Confidential Information does not include any information that: (i) is or becomes publicly available other than as a result of a breach of this Agreement; (ii) was already known by the Receiving Party at the time of its receipt from the Disclosing Party; (iii) has been received by the Receiving Party from a source (other than the Disclosing Party) that was not prohibited from disclosing such information by any legal, contractual or fiduciary obligation; and/ or (iv) has been independently developed without any access to the information provided by the Disclosing Party or any reverse engineering process.

      "Content" means each and every game uploaded and made available to Publisher from time on the Platform.

      "Content Materials" means any brands, graphics, sounds, music, textures, trademarks, trade names, names or any other materials that are associated with one or more Contents.

      "Data Protection Requirements" means the laws, regulations, guidelines and requirements applicable from time to time to the collection, processing and protection of personal data in accordance with applicable law, including.

      "Developers" means any software houses or third parties that developed and/or licensed one or more Contents distributed by Distributor.

      "Distribution Agreements" means the license and distribution agreements entered into by Distributor with the Developers for the distribution of the Contents developed and/or licensed by the latter.

      "Distribution Costs" means any fees, costs and charges due and payable by Distributor to any external agency, company or entity in connection with the distribution of the Contents (including, without limitation, any fees, costs and charges payable in connection with the storage of the Contents on servers, the operations of the Platform, etc.).

      "Effective Date" means the date when this Agreement becomes effective and binding between the Parties, being the date when (i) this Agreement has been duly entered into by the Parties, and (ii) Publisher’s Account has been regularly opened on the Platform.

      "GameMondi Catalogue" means the catalogue of Contents that may be offered from time to time by Distributor.

      "Gross Revenues" means all revenues generated and actually received by Distributor from the distribution of the Contents in accordance with this Agreement, including, without limitation, all revenues deriving from In-Content Advertising, In-Content Purchase and/or Pay-to-Play Schemes.

      "In-Content Advertising" means any advertising made in the Content.

      "In-Content Purchase" means any purchase of digital product, item or service made in the Content.

      "Integration Kit" means the software delivered by Distributor to Publisher, which Publisher undertakes to integrate in the Channels in accordance with Clause 3.12 below.

      "IP Rights" means all industrial or intellectual property rights, either registered or unregistered, including, without limitation, trademarks, patent rights, design rights, trade names, copyrights, neighboring rights, moral rights, trade secrets, database rights and similar proprietary rights.

      "License" means the limited, revocable, worldwide, non-transferable and non-exclusive sub-license (or license with respect to the Contents developed by GameMondi) granted by Distributor to Publisher in accordance with this Agreement.

      "Net Revenues" means the Gross Revenues less (if applicable) VAT, Transaction Costs and Distribution Costs.

      "Owner of the IP Rights" means the person or entity that owns from time to time the IP Rights relating to the Content, being Distributor, the Developer or any other person or entity that ultimately owns such IP Rights, as the case may be.

      "Parties" means Distributor and the Publisher (and “Party” shall mean either of them).

      "Pay-to-Play Scheme" means any distribution arrangement where revenues are generated by one-off and/or periodic payments directly or indirectly made by Users through credit or debit cards, mobile credit, banking, e-money or payment instruments or in any other manner.

      "Payment Term" shall have the meaning set forth in Clause 4.5.

      "Platform Credentials" means the credentials (username, password, etc.) used by the Publisher to access the Account and use the Platform.

      "Publisher Materials" means the names, trademarks, trade names, drawings, logos, symbols or any other materials that are associated with the Publisher.

      "Report" means the report indicating the Revenue Share payable to Publisher in respect of the relevant Reporting Period in accordance with the provisions set forth in this Agreement.

      "Reporting Period" means each calendar month.

      "Revenue Share" shall have the meaning set forth in Clause 4.1.

      "Term" means the term of this Agreement, as regulated in accordance with Clause 5.

      "Transaction Costs" means any costs, fees and expenses which are charged to Distributor by any payment service providers used by Distributor, such as credit card fees, gateway and service fees and other transaction-based charges, chargebacks and reversals.

      "User" means any player of the Content.

   2. Interpretation– Words used in the singular number include the plural number and vice versa. Reference to any gender includes each other's gender. Reference to any agreement, document or instrument means such agreement, document or instrument, inclusive of any recitals and attachments thereto, as amended or modified and in effect from time to time in accordance with the terms thereof. Reference to any person or entity includes such person or entity’s successors and assignors, provided that any such succession or assignment is not prohibited under this Agreement. Reference to any provision of law or regulation means such provision as amended, modified, codified, replaced or re-enacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder.
2. LICENSE
   1. Scope of the License– By entering into this Agreement, Distributor grants to Publisher a License to promote, market, display, publish and make available the Contents to Users via the Channels, subject to the limitations and in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, the License shall include the right of the Publisher to allow the Users to have access to and play the Contents via the Channels. It is in any event understood that any Channel on which the Contents are marketed, displayed, published or made available in accordance with the foregoing shall be subject to Distributor’s prior written approval.
   2. Platform– The Contents will be made available by Distributor via the Platform and will be made accessible to Publisher in accordance with the Platform specifications, as updated from time to time. Publisher acknowledges that the Platform will be managed and updated from time to time by Distributor at our sole discretion, and that Distributor will be under no obligation to notify or inform Publisher in case of any changes to the Platform. Publisher further acknowledges and agrees that Publisher has no IP Rights or other rights on the Platform, except for the right to access to it in accordance with the provisions of this Agreement.
   3. Distribution Agreements– 2.3Publisher acknowledges that the distribution activities performed by Distributor in respect of the Contents developed or licensed by the Developers are subject to the terms and conditions set forth in the relevant Distribution Agreements. Accordingly, Publisher agrees that the scope of the License granted under this Agreement may be varied from time to time by Distributor as a consequence of any variations to the terms and conditions of the Distribution Agreements or their termination. In particular, in case the distribution of one or more Contents is no longer permitted or is restricted under the Distribution Agreements, Publisher shall comply with any instructions given by Distributor in order, among others, to remove any such Contents from the Channels. Publisher undertake to abide by any reasonable instructions that may be given by Distributor in order to ensure that the Contents are distributed, marketed, promoted, used, displayed and published in compliance with the relevant Distribution Agreements and shall keep Distributor fully indemnified and harmless from and against any and all losses, liabilities, claims, obligations, costs and expenses (including reasonable attorneys’ fees), which result from, arise in connection with, or are related in any way to any breach of the Distribution Agreements which is due (whether in full or in part) to Publisher’s failure to abide by the instructions referred to in this Clause 2.3.
   4. No exclusivity right or obligation– This Agreement does not create any exclusivity obligation for Distributor to distribute the Content through Publisher and/or the Channels. Accordingly, Distributor will be entitled at any time to use, distribute, market, display, exploit, promote, advertise, publish and make available the Content through any other partners, publishers, distributors or third parties (including, without limitation, any of Publisher’s direct or indirect competitors). Nothing in this Agreement shall be construed as preventing Distributor in engaging in this business or any type of activities also with third parties.
   5. No further distribution or sub-distribution– The Parties expressly acknowledge and agree that the License granted under this Agreement will not entail any right to further distribute or sub-distribute the Contents and will be limited to Channels that will in turn provide access to the Contents to Users on the basis of a “B2C” (“Business to Consumer”) model. Publisher shall accordingly refrain from taking any actions or performing any activities that may be inconsistent with the above restrictions, including, without limitation, by entering into any types of “B2B” (“Business to Business”) relationship in respect of the Contents. Furthermore, Publisher shall not be allowed to publish on any native application stores, unless Distributor gives our express prior written approval (which approval can be given also through the Platform).
   6. Use of materials– Subject to the prior written consent of Distributor, Publisher shall be entitled to use the Distributor Materials identified from time to time by the Parties for the purposes of marketing, promoting and/or displaying the Contents, and/or in order to publish any press releases related to the partnership established by the Parties under this Agreement. At the same time, subject to Publisher’s prior written consent, Distributor shall be entitled to use the Publisher Materials identified from time to time by the Parties for the same purposes referred to above. The Publisher and Distributor will not use the Distributor Materials and the Publisher Materials, respectively, other than in accordance with the provisions of this Clause 2.6.
   7. Campaigns– Publisher shall ask for our prior written consent, which shall not be unreasonably withheld, before carrying out any marketing or advertising campaign regarding the Contents, as well as in order to use any Content Materials in connection with the activities regulated under this Agreement.
   8. No further commitments or assurances– 2.8Publisher expressly acknowledge and agree that Distributor do not undertake any obligation or commitment with respect to the amount of revenues or Users resulting from the distribution of the Contents in accordance with this Agreement and that no assurance is implicitly or expressly given by Distributor in such respect. In particular, and without prejudice to the generality of the foregoing, by entering into this Agreement, Distributor does not undertake any obligation in terms of distribution volumes, revenues, Users, etc.
   9. Obligations relating to the use of the Account and the Platform– Publisher shall be exclusive responsible for the use of Publisher’s Account and the Platform, as well as for the safekeeping and confidentiality of the Platform Credentials. Publisher expressly acknowledges and agrees that Distributor shall have no responsibility or liability in respect of any non-authorized or fraudulent use of the Platform Credentials, as well as in general in relation to the security standards of the Platform.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
   1. IP Rights and titles– Publisher acknowledges that, except as set forth in this Agreement, all IP Rights pertaining to the Contents are fully and exclusively owned by the related Owner of IP Rights. As a consequence, the Owner of IP Rights will retain all title and ownership in the Contents and Publisher will acquire no right on the Contents other than those limited rights granted under this Agreement. Publisher further acknowledges that the Distributor Materials are owned solely by Distributor and that Publisher will not acquire any ownership or other rights in the Distributor Materials as a consequence of or in connection with the execution of this Agreement.
   2. Games maintenance, update and use– Distributor will have exclusive control and responsibility in respect of the maintenance and update of the Contents, as well as in relation to the relationships with any third-party developers (including the Developers) that may be engaged for this purpose. Publisher shall accordingly refrain from making any changes to the Contents as well as from undertaking any initiatives or carrying out any activities that may be inconsistent with the foregoing. Publisher shall not be permitted to use the Contents or any parts thereof for any purposes and in any manners other than those expressly contemplated in this Agreement.
   3. Technical support– Distributor will provide Publisher with all reasonable assistance reasonably required in order for Publisher to exercise Publisher’s rights and perform Publisher’s obligations in accordance with the provisions set out hereunder.
   4. Taxes– With respect to the Revenue Share, Distributor will collect and remit to the appropriate tax authority, or require Publisher to pay, as appropriate, all sales, use or similar taxes applicable (e.g. VAT, GST, etc). Except for the foregoing, each Party is solely and separately responsible for its own taxes, user fees, or similar levies (including, without limitation, income taxes).
   5. No minimum commitment– Distributor shall have no obligation to ensure a minimum number of Contents provided to Publisher during the Term of this Agreement. The Contents provided by Distributor may change over time and Distributor retains the right to choose which of the Contents included in the GameMondi Catalogue will be made available to Publisher during the Term of this Agreement.
   6. No modification and no warranty on Contents– Publisher acknowledges that Distributor distributes the Contents on an “asis” basis and without any modification. Except as provided for in the following provisions of this Agreement, no warranty is given and no liability is assumed by Distributor in respect of the Contents.
   7. Duty of the Publisher to verify the Contents– Publisher undertake to verify from time to time the Contents and shall ensure that their publication, promotion or marketing does not infringe any laws, regulations or requirements applicable in the territories where such Contents are published, promoted or marketed, and that any such publication, promotion or marketing does not give rise to legal, reputational or economic risks for Distributor and/or the Developers in consideration of such laws, regulations or requirements or the customs, traditions, religion and morality the above territories. Publisher shall keep Distributor fully indemnified and harmless from and against any and all losses, liabilities, claims, obligations, costs and expenses (including reasonable attorneys’ fees), which result from, arise in connection with or are related in any way to any breach of the above obligations by Publisher.
   8. Promotion– Publisher shall promote in the most effective way the Contents and drive traffic to them, subject in any event to the compliance with all other provisions of this Agreement and applicable laws and regulations.
   9. Obligations concerning the Contents’ program– Distributor undertake not to allow any malware, adware, spyware or such like programs to be inserted into the Contents’ program code that may cause harm to the devices used by Users.
   10. Dispute with Users– Publisher acknowledges that Distributor does not provide any services to the Users. Therefore, Distributor cannot be held liable for any disputes that may arise from the activities performed by Publisher towards the Users. Publisher undertakes to keep Distributor fully indemnified and harmless from and against any and all losses, liabilities, claims, obligations, costs and expenses (including reasonable attorneys’ fees), which result from, arise in connection with or are related in any way to any disputes with Users.
   11. Availability– Distributor guarantees an uptime of 98% of the Contents, for 24 (twenty-four) hours a day, 365 (three hundred sixty-five) days a year, unless unavailability results from: (i) scheduled maintenance as communicated to the Publisher; (ii) technical problems or the performance or failure of the Publisher’s equipment, facilities or applications; (iii) compliance with laws, government regulations, orders or requirements; or (iv) circumstances beyond our reasonable control.
   12. Integration Kit– Distributor undertake to deliver to Publisher the Integration Kit. Publisher undertake to use the Integration Kit for the purposes of ensuring that the Content may be distributed through the Channels. Publisher expressly acknowledge and agree that any failure by Publisher to duly and properly use the Integration Kit may adversely affect the distribution and/or the monetization of the Content through the Channels, or prevent such distribution and/or monetization – in which cases Distributor shall be relieved from any and all liabilities or responsibilities towards Publisher
4. REVENUE SHARE AND PAYMENT TERMS
   1. Revenue Share– As a consideration for the activities performed by Publisher in accordance with this Agreement, Publisher shall be entitled to receive a revenue share amounting to up to 40% forty percent) of the Net Revenues deriving from the distribution of the Contents in accordance with this Agreement on a monthly basis (the “Revenue Share”). The Revenue Share has included all expenses, the parties will have to declare taxes and fees according to the laws of their country (if any).

      Publisher’s bank details and other identifiers, the accuracy of which is the responsibility of Publisher, that the Distributor shall use at the time of paying Amount of Revenue Share are as below:

      Beneficiary name
      Bank name
      Bank address
      Bank account number
      IBAN
      SWIFT code / BIC

   2. Determination of the Revenue Share– The amount of the Revenue Share will be communicated to the Publisher with the Report in writing and/or through the Platform by Distributor. In case any disagreement arises in connection with such determination, and such disagreement is not solved within the next 10 (ten) Business Days, either Party shall be entitled to withdraw from this Agreement with immediate effect by serving a written notice to the other Party – in which case, however, the determination made by Distributor with respect to the Revenue Share shall be valid and binding between the Parties with respect to all distribution activities performed until the date when the withdrawal becomes effective. If no such disagreement arises in respect of the above, the Parties shall be deemed to have agreed upon the determination of the Revenue Share made by Distributor. It is in any event understood that Distributor shall be entitled to unilaterally amend the Revenue Share at any time during the Term of this Agreement – in which case the provisions under Clause 7.8 below shall apply.
   3. Data, metrics and reporting– Publisher will be entitled to access through Publisher’s own Account to the data and metrics concerning the distribution of the Contents. Publisher expressly acknowledges and agrees that such data and metrics are merely Indicative, may be subject to adjustments and modifications from time to time and are not conclusive or binding with respect to the calculation of the Net Revenues and the Revenue Share. The Revenue Share will be calculated on the basis of the final data and information available to Distributor. The determination of the Revenue Share made by Distributor in the Report on the basis of such final data and information will be binding between the Parties.
   4. Invoicing– Publisher shall be entitled to invoice to Distributor the amount of the Net Revenues indicated in the Report only following the delivery of such Report. Publisher will send the invoice to Distributor within 6 (six) months of the date of receipt of the Report. In case no invoice will be issued within this term, Publisher will lose the right to receive the relevant Revenue Share.
   5. Payment of the invoice– 4.5Subject to the other provisions of this Clause 4, Distributor will pay to Publisher the amount indicated in the invoice (provided that this was correctly calculated in accordance with the foregoing and based on the Report) within 30 (thirty) Business Days of the date of receipt of such invoice by Distributor.
   6. Condition of full payment– No amount will be paid by Distributor to Publisher and no Revenue Share will become due before Distributor will have received full payment from advertising and any other revenue source.
5. TERM, TERMINATION AND WITHDRAWAL
   1. Term– This Agreement becomes effective on the Effective Date and will continue to be effective for an undefined term, subject to the provisions below and any other applicable provisions of law.
   2. Withdrawal at will– Either Party will be entitled to withdraw at will this Agreement for any cause and at any time by serving a prior written notice to the other Party of at least (i) 90 (ninety) days if the withdrawal right is exercised by the Publishers, and (ii) 5 (five) days if the withdrawal right is exercised by Distributor.
   3. Withdrawal for good cause– Without prejudice to the right of withdrawal provided under Clause 5.2, Distributor will be entitled to withdraw from this Agreement without any prior notice and by way of a written communication to be served to Publisher in case there is a good cause justifying such withdrawal. For the purpose of this provision, a good cause exists if Distributor believes that the contractual relationship with Publisher cannot be continued until the expiry of the Agreement due to any events or behaviors that may be prejudicial to our reputation, legal, economic or business interests. In particular, and without limitation to the generality of the foregoing, Distributor shall be entitled to withdraw for good cause from this Agreement in case (i) Publisher are or become insolvent or likely unable to pay Publisher’s liabilities in a regular manner, (ii) insolvency or similar proceedings are opened against Publisher and have not been denied as unfounded (or have been denied for lack of assets), (iii) any measures for provisional suspension of payments are taken against Publisher, (iv) Publisher start liquidation proceedings or cease to perform Publisher’s business, (v) Publisher lose command over Publisher’s assets or part thereof due to seizure, by being placed under trusteeship or in any other way, and such command is not returned within four (4) weeks after the loss thereof, (vi) criminal, administrative or disciplinary proceedings are opened against Publisher or any of Publisher’s directors or employees in connection with the business carried out by Publisher.
   4. Termination– Without prejudice to any other rights or remedies available under this Agreement and applicable provisions of law, Distributor shall be entitled to terminate this Agreement with immediate effect and without any prior notice (i) in case any of the representations and warranties given by Publisher in Clause 6.1 and/or 6.3 are or become untrue or incorrect, either in full or in part, (ii) if Publisher are in breach, in full or in part, of any of the obligations set out under Clauses 2.1 (as regards the prior approval of Channels), 2.3 (Distribution Agreements), 2.5 (No further distribution or sub-distribution), 2.6 (Use of materials), 2.7 (Campaigns), 3.1 (IP Rights and titles), 3.2 (Games maintenance, update and use), 6.5 (Indemnification obligations in case of unauthorized use of the Contents), 7.1 (Confidentiality undertakings) and/or 7.5 (Assignment). In addition, either Party may terminate this Agreement in case of a material breach by the other Party of any of the provisions hereunder, if such breach is not cured within 30 (thirty) days following a written notice sent to the breaching Party specifying the breach.
   5. Consequences of extinction– Upon expiry of this Agreement due to termination or withdrawal in accordance with the above provisions or for any other reason whatsoever, the rights granted to Publisher under this Agreement will terminate and all rights, titles and interests shall accordingly revert to Distributor immediately. Distributor will have the right to interrupt immediately and prevent access to the Contents and/or the Platform. Within 5 (five) Business Days Publisher shall remove all relevant contents (including the Contents, the Content Materials and the Distributor Materials) from all the active Channels and terminate all promotional activities Publisher might have in place. Any obligation which, according to its nature, the provisions of this Agreement or the applicable provisions of law, shall survive any expiry, withdrawal, termination or extinction for whatsoever cause of this Agreement, shall continue to apply notwithstanding such expiry, withdrawal, termination or extinction.
6. REPRESENTATIONS AND WARRANTIES, LIABILITY AND INDEMNIFICATION
   1. Publisher representations and warranties– Publisher hereby represent and warrant to Distributor the following:
      1. (a) Publisher comply, and will always comply during the Term of this Agreement, with all applicable national and local laws in the jurisdiction where Publisher operate and/or the Contents are published or promoted, including, without limitation, all laws concerning data protection and collection, consumer protection and unfair competition, as applicable from time to time;
      2. (b) Publisher have duly considered the features of the Contents and assessed Publisher’s capability of publishing them through the Channels; and
      3. (c) Publisher has obtained and will obtain in the future all authorizations that are necessary in order to promote, display and/or publish the Contents in the relevant territories.
   2. Representations and warranties of Distributor– Distributor hereby represents and warrants to Publisher that:

      it is the owner of all rights and interests in the Contents or is in any event duly entitled to grant the rights entrusted with Publisher under this Agreement;

      1. (a) neither the Contents nor their promotion, marketing or publication in accordance with this Agreements infringes any copyright, patent, trademark, license or any other property rights of any persons or entities; and
      2. (b) the Contents do not contain any material that is libelous or defamatory or that discloses private or personal matters concerning any persons, obscene, indecent or pornographic material or any known computer virus or other contaminating or destructive feature.
   3. Representations and warranties of both Parties– In addition to the respective representations and warranties given under Clauses 6.1 and 6.2 above, either Party hereby represents and warrants to the other Party that:
      1. (a) it is duly established and validly existing under the laws of the jurisdiction of incorporation or establishment;
      2. (b) it has all requisite powers and authorizations to carry out its business as it is currently carried out and as it will be carried out during the Term of this Agreement;
      3. (c) it has the right, power and authority to enter into and perform this Agreement, and has taken all necessary corporate actions (if any) to authorize the entry into and performance of this Agreement;
      4. (d) the entry into and performance by it of this Agreement do not conflict with its constitutional document or with any other separate agreements, rights or obligations existing between it and any other persons or entities, and it will not enter into any separate agreement with any third party that is inconsistent with the provisions of this Agreement throughout its Term;
      5. (e) it is not insolvent within the meaning of any applicable law;
      6. (f) it is capable of conducting the activities provided under this Agreement and has all skills and expertise that are necessary or appropriate to this end; and
      7. (g) this Agreement constitutes legal, valid, binding and enforceable obligations of such Party under the laws where such Party is incorporated.
   4. Validity of the representations and warranties– The representations and warranties under Clauses 6.1, 6.2 and 6.3 above shall be deemed to be given as of the Effective Date of this Agreement and throughout its entire Term.
   5. Indemnification obligations in case of unauthorized use of the Contents– Without prejudice to any other remedies available under this Agreement or applicable law, Publisher hereby agree to keep Distributor fully indemnified and harmless from and against any and all losses, liabilities, claims, obligations, costs and expenses (including reasonable attorneys’ fees), which result from, arise in connection with or are related in any way to any use made by Publisher or the Users of the Contents, including without limitation any liability deriving from the distribution methods, subscription or payment systems used by Publisher to allow access to the Contents, etc. The above obligation is expressly conditioned on the following: (a) Distributor shall give Publisher written notice of the claim promptly; (b) Publisher shall have reasonable control of the defence and settlement of the claim; (c) Distributor shall provide Publisher with all available information and assistance (at the Publisher’s expense); and (d) Distributor shall not compromise or settle such claim without Publisher’s prior written consent.
   6. Violations on Publisher’s Channels– Additionally, Distributor supports Google's initiative to enable a free and open web. Thus, Distributor will have Publisher’s Account immediately shut down, and all data there-in deleted should Publisher breach any of the below violations:
      1. (a) Illegal content violation - Distributor does not allow the distribution of the Content on any channel that is illegal, promotes illegal activity or infringes on the legal rights of others.
      2. (b) Intellectual property violation - Distributor does not allow the distribution of the Content on any channel that infringes copyright; sells or promotes the sale of counterfeit products; counterfeit goods contain a trademark or logo that is identical to or substantially indistinguishable from the trademark of another; they mimic the brand features of the product in an attempt to pass themselves off as a genuine product of the brand owner.
      3. (c) Endangered or threatened species violation - Distributor does not allow the distribution of the Content on any channel that promotes the sale of products obtained from endangered or threatened species.
      4. (d) Dangerous or derogatory content violation - Distributor does not allow the distribution of the Content on any channel that incites hatred against, promotes discrimination of or disparages an individual or group on the basis of their race or ethnic origin, religion, disability, age, nationality, veteran status, sexual orientation, gender, gender identity or other characteristic that is associated with systemic discrimination or marginalisation. Service does not allow content that harasses, intimidates or bullies an individual or group of individuals. Service does not allow content that threatens or advocates physical or mental harm to oneself or others. Distributor does not allow the distribution of the Content on any channel that relates to a current, major health crisis and contradicts authoritative, scientific consensus. Service does not allow content that exploits others through extortion.
      5. (e) Enabling dishonest behaviour violation - Distributor does not allow the distribution of the Content on any channel that promotes any form of hacking or cracking and/or provides users with instructions, equipment or software that tampers with or provides unauthorised access to devices, software, servers or websites. Distributor does not allow the distribution of the Content on any channel that enables a user, or promotes products and services that enable a user, to track or monitor another person or their activities without their authorisation. This does not include private investigation services; products or services designed for parents to track or monitor their underage children.
      6. (f) Misrepresentative content violation - Distributor does not allow the distribution of the Content on any channel that misrepresents, misstates or conceals information about Publisher, Publisher’s content or the primary purpose of Publisher’s web destination. Service does not allow content that entices users to engage with content under false or unclear pretences; engages in 'phishing' for users’ information; promotes content, products or services using false, dishonest or deceptive claims; makes claims that are demonstrably false and could significantly undermine participation or trust in an electoral or democratic process; falsely implies having an affiliation with, or endorsement by, another individual, organisation, product or service; deceives users through manipulated media related to politics, social issues or matters of public concern.
      7. (g) Malicious or unwanted software violation - Distributor does not allow the distribution of the Content on any channel that contains malicious software or 'malware' that may harm or gain unauthorised access to a computer, device or network.
      8. (h) Sexually explicit content violation - Distributor does not allow the distribution of the Content on any channel that includes graphic sexual text, image, audio, video or games; contains non-consensual sexual themes, whether simulated or real. Distributor does not allow the distribution of the Content on any channel that: may be interpreted as promoting a sexual act in exchange for compensation.
      9. (i) Child sexual abuse and exploitation violation - Distributor does not allow the distribution of the Content on any channel that sexually exploits or abuses children, or content that promotes the sexual exploitation or abuse of children; endangers children.
   7. Maximum liability of Distributor– Under no circumstance shall the liability of Distributor exceed Euro 5,000 (five thousand), and in no case shall Distributor be liable for loss of profits deriving for Publisher from the activity carried out by Distributor or any breach of this Agreement, including, but not limited to, any lost revenue, commercial opportunity, advertising revenue, loss of data or internet traffic.
7. MISCELLANEOUS PROVISIONS
   1. Confidentiality undertakings– Each Party shall take all reasonable precautions to protect the confidentiality of the other Party’s Confidential Information, which precautions will be at least equivalent to those taken by each Party to protect its own Confidential Information. Except as required by law or as necessary to perform the obligations undertaken hereunder, none of the Parties will knowingly disclose the Confidential Information of the other Party or use such Confidential Information for its own benefit or for the benefit of any third party. The obligations set forth in this Clause 7.1 shall last for the entire Term of this Agreement and for a period of three (3) years thereafter.
   2. Nature of the relationship between the Parties– The Parties enter into this Agreement as independent contractors. Neither Party will be deemed to be an employee, agent or legal representative of the other Party for any purpose. This Agreement does not create any relationship of agency, partnership or joint venture between the Parties. Neither Party will have any right or authority to assume, create, or enlarge any obligation or commitment on behalf of the other Party and will not represent itself as having the authority to bind the other Party in any manner.
   3. Waiver– 7.3A 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. Any waiver of a breach or a default of any provision of this Agreement by the non-defaulting Party shall not be construed as a waiver of any succeeding breach of the same or any other provision.
   4. Severability– In the event one or more of the provisions of this Agreement are found to be invalid, illegal or unenforceable by a court with jurisdiction or by panel of arbitrators, the remaining provisions shall continue in full force and effect. In case this is not possible, the Parties shall negotiate in good faith to replace the invalid, illegal or unenforceable provision(s) with valid, legal and enforceable provision(s).
   5. Assignment– Publisher shall not be entitled to assign, sublicense, transfer, encumber or otherwise dispose of this Agreement or any of the rights arising therefrom without our prior written approval. Any attempted assignment, sublicense, transfer, encumbrance or other disposal or this Agreement or the rights arising therefrom 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 assignees. Distributor shall be entitled to assign, sublicense, transfer, encumber or otherwise dispose of this Agreement or any of the rights arising therefrom to any third party, and Publisher hereby express Publisher’s consent to any such assignment, sublicense, transfer, encumbrance or other disposal.
   6. Suspension of distribution and other activities– Distributor shall be entitled to suspend the distribution of the Contents and performance of any other activities regulated hereunder in case of any breach by Publisher of any provision of this Agreement, until such breach is entirely cured and remedied (and without prejudice to any other remedies available in accordance with this Agreement and/or applicable provisions of law).
   7. Force majeure and fortuitous case– No Party shall be deemed to be in breach of the obligations undertaken hereunder for any cessation, interruption or delay in the performance of such obligations due to causes beyond its reasonable control, including in the event of force majeure and fortuitous case pursuant to Italian law. It is understood, for the avoidance of doubt, that such provision shall apply, without limitation, in the event of any earthquake, flood, or other natural disaster, 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 the business, or any change in or the adoption of any law, regulation, judgment or decree affecting the activities regulated hereunder.
   8. Unilateral amendments– Distributor shall be entitled to periodically update or unilaterally amend at our own discretion and at any time this Agreement, including as regards its economic terms and amount of the Revenue Share. Distributor will notify Publisher via email of any such update or amendment, in which case Publisher will be entitled to withdraw from this Agreement within 10 (ten) Business Days of the date of receipt of the above communication (and the terms in force prior to the above update or amendment shall continue to apply to Publisher until the withdrawal notice is served to Distributor and becomes effective). For the avoidance of doubt, it is understood that any failure by Publisher to serve the above notice shall be construed as an acceptance of the update or amendment referred to above.
   9. Addenda, side letters, deeds of amendment and other ancillary agreements– Without prejudice to Clauses 4.2 and 7.8 above, the Parties can agree on any additional or different terms regulating their relationship, or amend the terms set forth in this Agreement, by entering into any addendum, side letter, deed of amendment or other ancillary agreement, provided that any such addendum, side letter, deed of amendment or ancillary agreement is executed in writing by both Parties.
   10. Delegates and sub-contractors– Distributor shall be entitled to delegate or sub-contract any of our obligations under this Agreement to any third party provided that Distributor shall continue to be responsible and liable for the acts of the third party concerned relating to this Agreement.
   11. Notices– Any notice required or permitted to be given between the Parties under this Agreement will be in writing and be given: (i) if to Distributor, to the address indicated in the preamble of this Agreement or at the email address indicated on the Platform; (ii) if to Publisher, to the address (including the email address) indicated by Publisher at the time of registration on the Platform, as updated from time to time.
   12. Entire agreement– Without prejudice to Clauses 4.2, 7.8 and 7.9 above, this Agreement constitutes the entire agreement and understanding between the Parties relating to the subject matter hereof, supersede all other negotiations, representations, liabilities and/or agreements, oral or written, heretofore made between the Parties with respect to such subject matter, including any agreement entered into in writing by the Parties prior to (and existing as of) the date hereof.
   13. Data protection– Publisher acknowledge and agree that Distributor do not collect and/or process any personal data relating to the Users. Should Distributor collect and/or process any personal data relating to the Users pursuant to applicable Data Protection Requirements, such personal data will be collected and treated in accordance with the policies and procedures indicated by Distributor. It is in any event understood that all data collected or processed by one of the Parties with respect to this Agreement will remain in the exclusive control of the Party performing the relative processing, and will not be shared with other parties, unless separately agreed and regulated between the Parties. Publisher shall keep Netlink fully indemnified and harmless for any dispute arising from Publisher’s data collecting or data processing activities.
   14. Formation of the Agreement– When requesting access to the Platform Publisher are also requested to express Publisher’s consent to this Agreement. The expression of Publisher’s consent to this Agreement constitutes a contractual proposal which will become binding and effective upon acceptance thereof by Distributor. Distributor however reserve the right not to accept such proposal upon our discretion by serving a written notice to Publisher. This Agreement shall be deemed to be duly entered into by the Parties only once Publisher are notified by Distributor that Publisher’s request to access the Platform on the basis of this Agreement has been accepted by Distributor.
8. APPLICABLE LAW, DISPUTES AND JURISDICTION
   1. Applicable law– This Agreement and the rights and obligations of the Parties hereunder shall be governed by, and construed in accordance with, the Socialist Republic of Vietnam.
   2. Disputes– All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in Vietnam or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the Vietnam International Arbitration Centre (VIAC). Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by an arbitrator experienced in VIAC and shall include a written record of the arbitration hearing. An award of arbitration may be confirmed in a court of competent jurisdiction