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Terms of Use

TERMS OF SERVICE

Welcome to Ntworld.com.sg (hereinafter referred to as the "Website").

These Terms of Service concerning Game Publishing (the "Terms") governs your use of this Website and any services offered through it, published and operated by NTWorld Pte Ltd, a private limited company with Unique Entity Number: 202202729N, located at 60 Paya Lebar Road, #05-07 Paya Lebar Square 409051 Singapore (hereinafter referred to as "Publisher") and its affiliated companies ACEGO Pte Ltd (Unique Entity Number: 202321990W) and LinkPass Pte Ltd (Company Registration Number: 3293589).

Game Developer (hereinafter referred to as "you") and the Publisher may be referred to herein individually as a "Party" and collectively as the "Parties".

You agree that Publisher (as the operator and publisher of this Website) shall create, develop, manage, and publish the Game on the terms and conditions set forth herein; NOW, THEREFORE, you agree as follows:

1. DEFINITIONS

These terms have the following meanings:

TERMS	MEANING
Term	The terms contained herein and this document shall become effective and legally binding from the Effective Date and shall continue in perpetuity until such time that it is terminated by one or both Parties in accordance with articles of this document.
Territory	Publisher shall have the exclusive right to publish, distribute and market the Game and the Ancillary Products worldwide without any limitations.
Platform	You shall deliver the Game for NTWorld (PC (Windows), mobile, etc.). In addition, Publisher shall have rights for: (i) https://ntworld.com.sg/; (ii) Any successor platform to those listed in (i) above released within ten (10) years following the release date; or (iii) As otherwise agreed by the Parties in writing. Publisher may request, in co-operation with you who shall not unreasonably deny such a request, 3^rd party porting and/or development of Game where the cost of such work shall be deducted from Gross Revenue. For the sake of clarification, any such port shall be considered a "Game" for purpose of this document.
Game	For the purposes of these Terms of Service, the term "Game" refers to any interactive digital software or application made available on Ntworld.com.sg, including but not limited to video games, mobile games, browser games, and any associated downloadable content, updates, patches, or expansions. Games may be developed by the Publisher, you, or by third- party developers and may include single-player, multiplayer, or online multiplayer experiences.

Ancillary Products	Products designed to support and/or promote the Game using, by way of example only, the names, renderings, dialog, sound effects or screen shots from the Game (including, without limitation, books, comics, music, animations, animated git files, webisodes, clothing, posters, novelties and strategy guides of every kind and nature whatsoever).
Vision	A written description of the Game concept, high level design and goals that Parties have mutually set for the Game. Inserted as Appendix A to this document.
Gross Revenue	Total amount received by Publisher derived from sales, licensing, distribution and other exploitation of the Game and Ancillary Products.
Publisher Share	Fifty percent (50%) of Net Revenue.
Intellectual Property Rights	Any patents, copyrights, trademarks, trade secrets, know-how, technology, software and other rights generally referred to as "intellectual property rights" under law.

2. ACCEPTANCE OF TERMS

By accessing or using this Website, you agree to be bound by these Terms and any additional terms and conditions that may apply and/or modified and/or added to specific services or features offered through this Website and you shall be deemed to have accepted it to be legally bound by these terms and conditions herein. If you do not agree to these Terms, you may not access or use this Website.

3. USE OF WEBSITE

You agree to use this Website only for lawful purposes and in a manner that does not infringe the rights of, restrict, or inhibit the use and enjoyment of this Website by any third party. Prohibited behaviour includes but is not limited to:

a) Engagingin any unlawful or fraudulent activity;

b) Using this Website to transmit or distribute any viruses, malware, or otherharmful computer code; or

c) Attempting to gain unauthorized access to any part of this Website or any systems or networks connected to this Website.

4. PARTNER REGISTRATION

In order to become a partner with NTWorld Pte Ltd, you must register and create an account on this Website. By registering as a partner, you represent and warrant that all information provided during the registration process is accurate and complete. You also agree to keep your account information up to date and to maintain the security of your account credentials.

Thereafter, you must provide the following details for Scope of Content:

i. YourCompany's detailed information;

ii. Game Design must be uploaded on the subsequent website: This includes the overall concept and vision of the game, including gameplay mechanics, story, characters, levels, and art style;

iii. Programmingdetails including but not limited to writing the code that brings the game to life, including game logic, user input handling, physics, Al, and networking (if applicable);

iv. Documentation for the game, including design documents, technical specifications, and user manuals;

v. Proof of game testing that was done prior to this to ensure it functions properly and meets quality This includes identifying and fixing bugs, optimizing performance, and ensuring compatibility with different devices and platforms;

vi. APKversion that the game can run on; and

vii. Choiceof description of the model of cooperation hoped for:

A. ExclusiveAgent Cooperation Model

Definition: Exclusive Game distribution by Publisher within a designated area.
Youmust pass test reports from three (3) different departments of Publisher and finally propose a reasonable quotation and
The time frame for completion of this model of cooperation is between three (3)weeks to one (1) and a half month.

B. lntermodalTransport Cooperation Model

Definition: When theGame is online, Publisher only obtains the right to direct users to enter the game and to jointly publish the game to this Website and/or the NTWorld Pte Ltd game
Youmust pass one (1)
Finalprovision of
The time frame for completion of this model of cooperation is between two (2) weeks to three (3) weeks.

5. PARTNER RESPONSIBILITIES

As a partner with NTWorld Pte Ltd, you agree to abide by all applicable laws and regulations and to conduct yourself in a manner that is ethical, lawful, and respectful includes but is not limited to:

a) Complywith any additional terms and conditions provided by the Publisher related to your partnership;

b) Use any partnerresources provided by the Publisher solely for the purpose of promoting and supporting this website; and

c) Refrainfrom engaging in any activities that may damage the reputation or integrity of this website or the Publisher.

As a partner with NTWorld Pte Ltd, you further agree to adhere to the following responsibilities:

a) Compliance: You agree to comply with all applicable laws, regulations, and industrystandards in your jurisdiction related to your activities as a partner with NTWorld Pte Ltd.

b) Ethical Conduct: You agree to conduct yourself in a manner that is ethical, lawful, and respectful. This includes but is not limited to refraining from engaging inany fraudulent, deceptive, or misleading practices.

c) Promotionand Support: You agree to utilize any partner resources provided by NTWorld Pte Ltd solely for the purpose of promoting and supporting the services and offerings of Ntworld.sg. This may include but is not limited to marketing materials, affiliate links, and promotional content.

d) Brand Representation: You agree to represent NTWorld Pte Ltd and its associated brands accurately and positively in all communications and interactions withcustomers, clients, and the

e) Confidentiality: You agree to maintain the confidentiality of any proprietary information or trade secrets provided to you by NTWorld Pte Ltd and to refrain fromdisclosing such information to any third parties without prior written consent from NTWorld Pte Ltd.

f) Prohibited Activities: Youagree to refrain from engaging in any activities that may damage the reputation or integrity of NTWorld Pte Ltd or this This includes but is not limited to the use of offensive or inappropriate language, engaging in spamming or phishing activities, or violating the rights of third parties.

6. GOOD FAITH

You agree in good faith, meaning that you and the Publisher shall treat and deal with each other honestly, fairly, and in good faith, and shall not destroy any rights of the other Party to receive any benefits of this legally binding document.

In layman's terms, the spirit of this document is built on the notions of mutual respect and trust, where both Parties intend to fully collaborate, exchange ideas and mutually support one another in an effort to maximize the benefits of both Parties and laydown a foundation for a long-term fruitful relationship.

7. GRANT OF LICENSE

Publisher will use its best efforts to maximize the revenue potential of the Game for the mutual benefit of Parties. Therefore, you hereby grant to Publisher an exclusive right during the Term and throughout the Territory to publish, produce, reproduce, perform, promote, advertise, export, import, rent, license, sublicense, translate, localize, manufacture, package, market, merchandise, distribute (through any channels, including electronic distribution by download), display, sell, lease and otherwise exploit the Game, including any Ancillary Products, on the Platforms.

You also hereby grant to Publisher a non-exclusive right throughout the Territory to use and reproduce the object code and source code and an exclusive right to use the name of the Game (and any trademarks which may be applied for by yourself at your sole cost and expense, unless otherwise agreed by the Parties in writing) in accordance with the provisions of this document. However, Publisher acknowledges

that you may during the Term and throughout the Territory exercise some of the exclusive rights granted to Publisher for the sole purpose of marketing or promoting the Game and any other mutually beneficial causes subject to Publisher's prior written consent, such consent shall not be unreasonably withheld.

8. INTELLECTUAL PROPERTY, COPYRIGHTS, AND DOCUMENTS

a) Ownership ofWebsite Content: All content on this Website, including but not limited to text, graphics, logos, images, audio clips, and software, is the property of the Publisher or its content suppliers and is protected by intellectual property laws. You may not reproduce, distribute, modify, or create derivative works of any content on this Website without the prior written consent of the

b) Ownershipof Game: You shall retain all Intellectual Property Rights in and to the Game, including all original elements of your design and game software, as well as all rights in all source code and object code, tools, technology, and other development aids embodied in and used in connection with the development of the Any rights not explicitly granted to Publisher hereunder are reserved by yourself.

c) Publisher's Rights: Publisher shall retain all of its existing Intellectual Property

d) FurtherActions: If, at any time after the Effective Date, any further actions are necessary or desirable to carry out the purposes of this document and to vest the title, ownership, and interest in and to the Game, each Party shall execute and deliver the instruments and documents and take all actions and provide all assistance as may be reasonably necessary or desirable to confirm and carry out and fully effectuate the intent and purposes of this document.

9. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, the Publisher shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use this Website; (ii) any conduct or content of any third party on this Website; (iii) any content obtained from this Website; or (iv) unauthorized access, use, or alteration of your transmissions or content.

10. MARKETING; DISTRIBUTION

Publisher shall be the exclusive publisher of the Game and be responsible for the distribution of the Game in the Territory. Publisher is not obligated to make or continue to make the Game commercially available. Publisher has the exclusive right to market the Game and you entrust and grant to Publisher the right to determine, in Publisher's sole discretion, the manner and method of marketing and distribution of the Game, including, but not limited to, total and maximum marketing expenditures, advertising and promotion, packaging, channels of distribution and the suggested retail price of the Game, provided however, that:

a) Publisher shall, in good faith and to the extent reasonable, involve you in determining the manner and method of marketing and distribution of the Game. Publishershall, to the extent possible, accommodate any reasonable concerns or requests from you raised during said involvement, if Publisher believes they improve marketing and distribution of the Game.

b) Publishershall, unless otherwise agreed in writing between you and Publisher, use commercially reasonable efforts to ensure the Game will be released within three (3) months to Publisher by you. For the avoidance of doubt, a typical delay could be to align the Game launch to the launch of a new platform to increase marketing exposure.

You agree to cooperate and support Publisher in its efforts to produce, reproduce, perform, promote, advertise, export, import, rent, license, sublicense, translate, localize, manufacture, package, market, merchandise, distribute (through any channels, including electronic distribution by download), display, sell, lease and otherwise exploit the Game, including any Ancillary Products, on the Platform. Such support may include, without limitation, live promotion, your activities and outreach through online channels (for example, Facebook, Twitter, forums) controlled by you and production of assets needed for various marketing activities. Neither Party makes any guarantee of success with respect to revenue to be achieved or royalties to be earned from the Game.

11. COMPETING GAMES

You shall not develop, manufacture or distribute a game so similar to the Game that there is a risk to create consumer confusion, or a game using the same source code as the Game but with only minor esthetical changes for yourself or any third party other than Publisher, until the date of one (1) year following the date of release of the Game. The Parties acknowledge and agree that the foregoing restriction is of the essence of this document and is necessary for the protection of Publisher's ongoing business.

12. ADDITIONAL PUBLISHING RIGHTS

You acknowledge that this document obligates Publisher to perform activities and make financial investments that may benefit you beyond the scope of this document, with the exception of the rights granted under this document, retains all Intellectual Property Rights in and to the Game. Therefore and in good faith you accept the following:

a) During the Term, Publisher shall have a right of first offer for the exclusive, worldwide publishing rights to sequels, add-ons, mission packs, and downloadable content (DLCs), as commonly understood in the industry, in additionto all other platform versions of the Game not covered under Publisher must exercise this right in writing within thirty (30) days of receiving a written request to act by you.

During the Term, you may request in writing to replace Publisher's right of first offer with a fixed and perpetual revenue share of five percent (5%) of gross revenues received by you, which Publisher is then entitled to. This includes, but is not limited to, royalty payments, licensing fees, advances, or other financial transactions generated by any sequels, add-ons, mission packs, and other platform versions of the Game published, distributed, or released by any party other than Publisher. Upon request, you shall describe adequate accounting procedures that will allow Publisher to audit and verify your accounting of revenues. Publisher cannot withhold agreement if verification and auditing procedures are reasonable and believable.

13. REPORTING RESPONSIBILITIES

Publisher understands your need to maintain a flexible schedule, in order to focus all efforts and funds, referring to the Total Principal Amount, on making the Game in such a way to achieve the Vision as set out in Appendix A of this document. Publisher therefore does not require or request any fixed milestone schedule of deliveries over time. However, Publisher may request certain materials to track progress. In view of the foregoing, you understand and acknowledge the need of Publisher to be able, from time to time, to request that you deliver certain materials. Upon request, you shall electronically deliver, within fourteen (14) days, the following set of materials to Publisher:

a) Thelatest build of the Game in executable state on at least one Platform;

b) An outline ofthe work that has been done on the Game since the last request for materials was made;

c) An outline of any additional work planned until Final Delivery Date, highlighting any changes to previously delivered outlines of additional work;

d) Asummary of how Initial Advance and Additional Advances have been spent up until the date of the request.

The requests for materials according to this Section 13 are not meant to be cumbersome and all documentation may be informal but in writing, as long as it serves Publisher's intent to understand and follow the progress of the Game development.

Publisher may request the delivery of above-mentioned materials with the intent to share with a third party. In that case, requests according to this Section 13 will state this intent and outline Publisher's reasoning, along with any specific requests for additional materials needed, to make a complete delivery to a third party.

14. NO OBLIGATION TO MAKE ADDITIONAL ADVANCES

Publisher shall have no obligation to pay the Additional Advances and may, sixty (60) days after delivering a written notice to you, suspend or terminate the Additional Advances. Upon terminating the Additional Advances, Publisher effectively terminates his agreement upon this legally binding document.

15. SERVICE SPEND

Parties shall mutually determine the Service Spend based on Publisher's recommendation. Publisher will deduct the Service Spend from Gross Revenue until one hundred percent (100%) of the Service Spend has been recovered. Actual monies spent on services may be lower than the Service Spend and in such instance only actual monies spent on services shall be recovered according to this Section 15. No revenue is shared with you until Service Spend has been fully recovered by Publisher. If Publisher believes an increase is needed to Service Spend, it shall inform you in writing and request an adjustment. You shall not unreasonably deny such a request if it is suggested in good faith by Publisher with the purpose to increase potential revenue and exposure of Game and allow Publisher to fully perform Publisher's duties as set forward in this document. This may include allowing Publisher to fully service the Territory and Platforms to the full extent of any external requirements imposed on the Game, including but not limited to language requirements, quality requirements, platform adherence requirements, rating requirements and other territorial or platform specific requirements.

16. REVENUE SHARE

Parties shall share revenue from the Game and any Ancillary Product as follows:

a) Publisher is entitled to the PublisherShare of Net Revenue. You are entitled to Net Revenue less Publisher Share ("Your Share").

b) NetRevenue is defined as Gross Revenue after deductions of:

Taxeson sale or license, such as, but not limited to, sales, use, excise, value added and other taxes;
Amountsreimbursed by customers such as, but not limited to, insurance, packing, custom duties, shipping and similar charges;
Promotionalamounts, such as, but not limited to, credits, cash and trade discounts, freight discounts, rebates or promotional allowances to customers;
AII costs of materials, manufacturing,replication, assembly, and delivery of final packaged Ancillary Products or Game, including packaging materials, labor, freight, and fulfilment charge;
All royalty, license fees and other amounts payable to distribution channels, platform owners, system licensors, for the right to publish and manufacture Ancillary Products or Game or to third party licensors in connection with licenses for the Game;
Amounts for replacements, back-ups, or revised versions, including any amount for copies of the Game which is distributed to existing customers as back-up,replacement or corrected copies, whether provided under a backup or warranty or maintenance policy or otherwise;
Amounts for returns, such as credits, refunds, price protection or mark-down allowances;-
a. Currency exchange fees incurred by Publisher with respect to amounts other than in United States dollars, Malaysian Ringgit, ;
b. Allamounts expended by or on behalf of Publisher to reproduce, port, redevelop and remake Game for Platform, where Publisher has rights but you do not need to deliver; and
c. ServiceSpend as described in Section 15 of this

17. DELIVERY AND APPROVAL

On the Final Delivery Date you shall deliver a fully functional Game, on the Platforms in electronic format, Bug free (as hereinafter defined), and from which Publisher can create copies of the Game. "Bug" means any deviation from the commonly accepted standards for normal operation of games or any material error including, without limitation, an abnormal cessation of functioning of the Game, but does not include deviations from that commonly accepted standards for normal operation of games not considered serious enough to block production or play. You shall notify Publisher immediately if there are reasons to believe that the Game will be delayed or if it becomes aware of any problems related to the Game. Parties shall mutually agree in good faith on any adjustment or change of Final Delivery Date, but Publisher shall not reject such request without reason. Any such adjustment must be suggested in writing by either Party no later than sixty (60) days before Final Delivery Date, as to allow Publisher ample time to market Game. Any such suggestion of change to the Final Delivery Date shall include a new Final Delivery Date with necessary data and materials to support why the change is proposed and how your time should be spent between the original and adjusted Final Delivery Date, to ensure and secure the best possible development outcome for Game. Any change to Final Delivery Date, if accepted by Publisher, shall not entitle you to further funding and Publisher shall have no obligation to supply you with any further funding than the Total Principal Amount unless the Parties mutually agree in writing. Timely delivery in accordance with the Final Delivery Date is of the essence of this document containing Terms of Service. In the event you fail to deliver the Game by Final Delivery Date, unless such delivery date has been extended by mutual agreement by the Parties in accordance with the aforementioned procedure, you shall be deemed to be in material breach of this legally binding document. If Publisher terminates this document pursuant to this Section17 and Section 25 of this document, all amounts paid by Publisher in connection with the Game shall be fully refundable, including any amounts spent by Publisher, and Section 15 (Service Spend) along with any other incurred cost that Publisher can reasonably maintain and prove to be associated with development of Game.

18.CREDITS

It is the understanding of both Parties that credit and featuring should center more or as much on you rather than Publisher. You shall submit on-screen credits for the Game to Publisher for Publisher's approval, which approval shall not be unreasonably withheld. Publisher shall accord credit to you with at least as much prominence as Publisher on all printed materials related to the Game, including without limitation, on front of the package, in the manual and advertising materials which shall contain your logo. Your website address shall be displayed on the back of the package and in all marketing or promotional materials of relevance. The Game, user manual and Ancillary Products shall all be credited to you and Publisher alike.

19.SUPPORT

During three (3) months following the initial release of the Game, at Publisher's request, you shall fix reproducible Bugs or defects and provide reasonable telephone and email support to Publisher's employees in connection with the technical support of users of the Game. Publisher shall reimburse you its reasonable pre-approved out of-pocket expenses (as documented) in connection with rendering telephone support and training services. During the abovementioned period, you will make yourself available for interviews, conferences and other marketing or promotional efforts arranged by Publisher. Furthermore, you shall have the right to engage with players of the Game, as long as said engagement is prudent and respectful towards players. Parties hereby agree to collaborate on any sort of event that may elicit a meaningful response to players, journalists or others that might be interested in the Game. You shall not make any claim of future development of Game without consulting with Publisher first as further development support from Publisher is not guaranteed.

20. CONFIDENTIAL INFORMATION

a) Parties recognize that,in connection with the performance of this document that is agreed upon by both Parties, each may disclose to the other information about the disclosing Party's business or activities, which such Party considers proprietary and confidential. All such proprietary and confidential information of each Party (which shall include, without limitation, all business, financial and technical information of a Party, identities of customers, clients or licensees, proprietary software code and any other information whether oral or written which is not generally known or available to the public) is hereinafter referred to as "Confidential Information";

b) The Party receiving ConfidentialInformation shall maintain the confidential status for such Confidential Information, not to use any such Confidential information for any purpose other than the purpose for which it was originally disclosed to the receiving Party, and not to disclose any of such Confidential Information to any third party unless required by law or court order; and

c) The obligations set forth in this Section 20 shall continue for as long as the Confidential Information isof value to the disclosing Party.

21. LINKS TO THIRD-PARTY WEBSITES

This Website may contain links to third-party websites or services that are not owned or controlled by the Publisher. The Publisher has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that the Publisher shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

22. REPRESENTATIONS AND WARRANTIES

a) Ownershipand Non-infringement

You represent and warrant to Publisher that:

You have obtained allrights, licenses and authorizations necessary to constitute an agreement on all terms set herein and grant the rights granted herein;
The source code and development tools for the Game is or will be original toyou and/or exclusively owned by you and/or validly licensed by you at your expense for all uses to be made of them pursuant to this document and that the source code and development tools are not nor will they be a violation of the rights of any other person or organization; and
No part of the Game or the exercise of the rights granted hereunder violatesor infringes upon any rights of any person or entity, including, but not limited to, copyrights, trademark rights, patent rights, trade secrets rights, or contractual, common law or statutory rights. Publisher represents and warrants that: (X) it shall not reverse-engineer the Game; and (Y) to the extent Publisher Intellectual Property Rights are included in the Game, such Publisher Intellectual Property Rights do not violate or infringe upon any rights of any person or entity, including, but not limited to, copyrights, trademark rights, patent rights, trade secrets rights, or contractual rights.

b) SecuringRights

Should you need help securing any representations, warranties, licenses, trademarks, copyrights, rights, patents or any other sort of legal license needed to complete the Game, you can request that Publisher helps with securing these rights but must state them explicitly in writing in a document. For the avoidance of doubt, Publisher shall not be obliged to help with securing such rights, unless mutually agreed upon in writing by the Parties. Should you not request such help, it shall ensure that all property rights into the Game are well protected, such as by applying for relevant trademark and copyright registrations.

c) Authority

Each of Party represents and warrants that:

itis duly organized and in good standing under the laws of the jurisdiction of its incorporation or existence; that it has (and shall at all times remain possessed of) the full right, power and authority to agree to all terms set herein; and
it is not presently the subject of a voluntary or involuntary petition in bankruptcy, does not presently contemplate filing any such voluntary petition,and is not aware of any intention on the part of any other person to file such an involuntary petition against it.

d) Performance

Each Party represents and warrants that:

performance of this document doesnot and will not violate or interfere with any other agreement to which it is a part;
itis under no disability, restriction or prohibition, whether contractual or otherwise with respect to its rights to perform this document;
theagreement of any person who is not a party to this document is not necessary or required for it to carry out its obligations hereunder, or for it to enjoy the benefits contemplated by this document; and
during the term of this document, it will not enter into any agreement or make any commitments which would interfere with the grant of rights hereunder or its performance of any of the terms and provisions hereto; and that it will not, nor will it, sell, assign,lease, license or in any other way dispose of or encumber the rights granted to the other Party

e) Operation

You represent and warrant to Publisher that the Game will operate in accordance with the applicable design specifications and with commonly accepted standards for operation of such Game, will be free from any Bugs, significant programming errors or anomalies, and will operate and run in a reasonable and efficient manner as described in any user and system configuration documentation or system which fully explains the operation and design of the Game.

f) Open-sourcelicense

You shall not incorporate, combine or use in the development of the Game, any materials subject to an open-source license that would require you, Publisher or any third-party to disclose, license, distribute or otherwise make all or any part of the Game to be:

disclosedor distributed in source code form;
licensedfor the purpose of making derivative works; or
redistributableat no

g) Non-discriminationand anti-harassment

The Parties acknowledge and agree that they shall comply with any applicable prevention of sexual harassment law and regulations. Neither Party nor contractor nor any person on their behalf shall in any manner discriminate against or intimidate any employee or partner involved in the development or publishing of the Game, the performance of work or any other activity required under the document, including but not limited to on account of gender, race, creed or colour. You understand and agree that this Section 22(g) is a material provision of this document and that any breach of thereof shall be considered a material breach of this legally binding document.

23. DISCLAIMER

This Website is provided on an "as is" and "as available" basis without any representations or warranties, express or implied. While every effort has been made to ensure that the information provided in this Website is accurate and reliable, Publisher shall not be liable for any special, incidental, or consequential damages that may result from the usage of information obtained from this Website or the use of this Website in itself. The Publisher makes no representations or warranties in relation to this Website or the information and materials provided on this Website.

24. RIGHTS OF THE PUBLISHER

The Publisher reserves the right to interpret and amend any and all content deemed necessary for the proper functioning and integrity of this Website. This includes, but is not limited to, the right to edit, revise, or remove content at its discretion. The Publisher's interpretation of content shall be final and binding. Any amendments to the content or terms of this agreement will be communicated to you in writing and shall become effective upon such communication.

25. INDEMNITY

a. You do hereby indemnify, save and hold harmless Publisher and Publisher's subsidiaries, affiliates, licensees, assigns, officers and employees from any and allloss and damage (including, without limitation, fees and disbursements of counsel incurred by Publisher in any action or proceeding between you and Publisher or between Publisher and any third party or otherwise) arising out of or in connection with any claim by any third party based on facts or alleged facts inconsistent with any of the warranties, representations or agreements made by you inside this document or any breach of, or act by you which is inconsistent with, any of the warranties, representations or agreements made by you inside this document, and agrees to reimburse Publisher on demand for any payment made or loss suffered with respect to any claim or act to which the foregoing indemnity applies. In the case of a claim by a third party, Publisher shall give you a prompt written notice of any such claim and shall be entitled to conduct the defense or settlement thereof. Publisher shall give you reasonable progress reports and you shall give Publisher reasonable assistance in defending or settling any such claim;

b. Inthe event that, through the breach of any of your representations and warranties or your failure to perform any of your obligations herein, distribution of the Game is or is reasonably likely to be adjudged infringing or otherwise unlawful or violate of any right of any third party ("Infringing Game"), you shall, at your sole cost and expense, either:

Promptlymodify the Game so that Publisher's distribution as permitted hereunder ceases to be infringing or wrongful; or
Promptlyprocure for Publisher the right to continue distributing the Game. In the case of an Infringing Game (a) you shall promptly reimburse Publisher for all costs incurred in replacing copies of the

Game or for all refunds given, as well as all reasonable costs of removing all infringing copies of the Game from the channels of distribution; (b) Publisher shall be entitled to offset any Share of yours or other payments due to you inside this document (or any other agreement) against any sums owed by you to Publisher under clause (a); and (c) following the commencement of any claim covered by this Section 24 in which Publisher is named as a defendant, Publisher shall be entitled to withhold all sums payable to you hereunder pending the outcome of such litigation.

c. Publisher does hereby indemnify, save and hold harmless you and your subsidiaries, affiliates, licensees, assigns, officers and employees from any and allloss and damage (including, without limitation, fees and disbursements of counsel incurred by you in any action or proceeding between Publisher and you or between you and any third party or otherwise) arising out of or in connection with any claim by any third party or any breach of, or act by Publisher which is inconsistent with, any of the warranties, representations or agreements made by Publisher within this Agreement, and agrees to reimburse you on demand for any reasonable payment made or loss suffered with respect to any claim or act to which the foregoing indemnity applies.

26. TERM AND TERMINATION

a. The Publisherreserves the right to terminate or suspend your partner account at any time, with or without cause, and without prior notice. Upon termination, you will no longer have access to partner resources and must cease all use of Publisher-provided materials.;

b. MaterialBreach:

i. Materialbreach by you

In the event you cause a material breach of the agreed terms contained in this legally binding document, Publisher shall have the right to suspend Publisher's obligations to make payments to you and/or offset any payments due to you under the terms of this document against any sums owed by you to Publisher until you have remedied such breach. If such breach is not remedied within thirty (30) days of written notice (the "Remedy Period"), Publisher shall have the right to immediately terminate this the agreed terms contained herein. Upon termination pursuant to this Section 25(b), Publisher may, in its sole discretion, either (i) demand you to make a repayment of any and/or all funding, which you shall repay without delay in order for you to maintain your rights to the Game and, following such repayment, you may repurchase the publishing, marketing and distribution rights granted to Publisher under this document at fair market value (as determined by the Parties or a mutually agreed to third party valuator); or (ii) all rights to the Game shall immediately be assigned and transferred, free of charge, to Publisher, in which case you shall not be entitled to any Share. In such event Publisher shall be entitled to finalize the development work and release the Game itself or in collaboration with a third party chosen by Publisher. Nothing contained herein shall in any way limit Publisher's other rights and remedies under this document at law or equity.

ii. Materialbreach by Publisher

In the event of a material breach of the agreed terms contained in this legally binding document by Publisher, you shall have the right to immediately terminate the agreement unless the breach is remedied by Publisher within thirty (30) days of a written notice from you. In the event of termination by you, all of Publisher's rights to publish, market and distribute the Game shall cease and all such rights granted to Publisher shall revert back to you. Delivery:

In the event that you fail to deliver the Game by the Final Delivery Date, and this breach is not remedied within thirty (30) days, and Parties could not mutually agreed to an adjustment of such date as described in the above Section 15, Publisher may make other arrangements, including but not limited to engaging third party consultants, to develop the Game. All costs associated therewith shall be fully recoupable at any time from any and all sums accruing to you under the agreed terms of this document. Upon notice by Publisher of its intention to develop the Game in the manner aforesaid, you shall deliver to Publisher all materials reasonably requested or required by Publisher to do so, including, but not limited to, the source code and the development tools to be used solely in connection with exploiting the Game, subject to Publisher's continuing obligation to account for your Share.

c. Eventson Termination:

After the Game has been released by Publisher and the Total Principal Amount plus Service Spend, and Mark-up have been paid, notwithstanding termination of the agreed terms contained inside this document for any reason whatsoever except a material breach by Publisher, Publisher shall have the exclusive continuing right to market and distribute the Game for a period of twelve (12) months following termination, subject to Publisher's obligation to account for your Share.

27. GENERAL PROVISIONS

a) Assignment

Neither Party shall have the right to assign the terms agreed within this document, this document, or any of its rights nor obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

b) Notices

All notices and other items from one party to the other hereunder will, unless herein indicated to the contrary, be sent by email addressed as follows:

Toyou: YOUR EMAIL ADDRESS
ToPublisher:

Any notice shall be sent by email and shall be deemed complete at the time of response by other Party, acknowledging receipt of the written confirmation in question, or twenty-four (24) hours after receipt, whichever occurs first.

c) Change of Terms

The Publisher reserves the right to modify or replace these Terms at any time. Any changes to these Terms will be effective immediately upon posting. Your continued use of this Website after any such changes constitutes your acceptance of the revised Terms.

d) GoverningLaw

This document shall treated as a legally binding document and shall be governed by the laws of Singapore.

Any dispute, controversy or claim arising out of or in connection with this document, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute. The place of arbitration shall be Singapore. The arbitration proceedings shall be conducted in the English language, unless otherwise agreed by the Parties.

e) Survival

The representations, warranties, indemnification, termination and confidentiality obligations set forth in this document shall survive the termination of this agreement by either Party for any reason.

f) Amendments

No supplement, modification, amendment, waiver, termination or discharge of this document shall be binding, unless fully and explicitly agreed upon by both Parties in a traceable and provable way or executed in writing by a duly authorized representative of each Party to this document, should either Party explicitly request such execution and formal addition to this document.

g) NoPartnership

Nothing in this document shall constitute or be deemed to constitute a partnership, association, joint venture or other co-operative entity between the Parties and neither of the Parties shall have any authority to bind the other party in any way except as provided for in this document.

h) EntireDocument

This document and any appendixes or exhibits hereto constitute the complete and entire agreement of the Parties and supersedes all previous communications, oral or written, and all other communications between them relating to the subject matter hereof.

i) ForceMajeure

No Party shall be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such Party, including, war, power failures, floods, earthquakes and other natural disasters.

j) Counterparts

This document may be executed in one or more counterparts, each of which when taken together, shall be deemed to constitute one and the same instrument.

k) ElectronicSignatures

Electronic signatures on this document shall be deemed originals for all purposes.

l)Severability

If any provision contained within this document shall be adjudicated to be invalid or unenforceable, it shall be construed by limiting and reducing it so as to be enforceable or eliminating it, without invalidating the remaining provisions of this document and agreement between both Parties.

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