Bigpoint GmbH, Christoph-Probst-Weg 3, 20251 Hamburg, Germany ("Bigpoint") offers various Internet portals on which online games are presented ("Bigpoint portals").
Bigpoint offers developers of online games the opportunity to submit their game(s) for application over the Bigpoint portals and to grant Bigpoint a license for the integration of the game(s) in the Bigpoint portals. In return, Bigpoint shall share the revenues generated by such game(s) in case the game(s) offers payable elements.
If a developer ("Partner") wishes to grant Bigpoint a license for the application for one or more of their games ("Game") on the Bigpoint portal, the following rules shall apply ("Contract"). Contractual conditions of the Partner shall only apply if expressly agreed to by Bigpoint in writing.
The above-mentioned contractual relationship between the Partner and Bigpoint shall hereinafter also be referred to as "License Agreement".
The Partner must submit an application to open an account in order to apply for a license. This requires the partner to fill out a form that involves the input of various types of information. By completing and submitting the form, the person who fills it out declares (i) that they are of legal age without constraint, and (ii) if the Partner is a legal entity, that they are entitled to represent this company.
The License Agreement between the Partner and Bigpoint goes into effect with the acceptance by us of the application to open a partnership account. The confirmation sent by Bigpoint regarding receipt of the request for setting up a partner account is not to be considered acceptance of the application. The acceptance can, however, be combined with confirmation of receipt.
Following the acceptance of the application to create a partner account, the Partner receives access to a specific area of the Bigpoint portal ("Members-only Area"). In this limited access "Members-only Area", the Partner can select different information and options for each Game. The Partner has no rights to enter a License Agreement. The condition, however, is that the Partner and the respective game fulfill certain conditions which may be viewed at the following link: http://devlounge.bigpoint.net/faq/

(1)	The Partner grants Bigpoint all necessary licenses for the integration of the Game on the Bigpoint portal. This includes in particular the right to use the name of the Game, and to use the images, artwork and text description of the Game made available by the Partner, as well as screenshots and scenes from the Game, including the music from the Game (collectively the "Materials"). Bigpoint has in particular the right to use the Materials on the Bigpoint portal, to create banners, advertising themes and TV commercials from the Materials and to adapt and edit the Materials and use them to advertise for the Game. The application of the Materials can also take place outside the Bigpoint portal, for example through integration of promotional materials on partner portals or within other games, etc. In the adaptation and editing of the Materials, Bigpoint shall not change the essence of the Game nor its character, but possibly make light modifications necessary to ease the integration of the Game on the Bigpoint portal and to facilitate advertising for it
(2)	Bigpoint obligates itself to use these rights solely for the purpose of integrating the Game on the Bigpoint portals and for the purpose of promoting the Game. Bigpoint, however, is not required to promote the Game
(3)	Bigpoint integrates the Game into the Bigpoint portals. Bigpoint is not constrained in its decision in terms of integration or placement. Bigpoint will, however, take into due consideration the legitimate interests of the Partner in relation to a successful operation of the Game when reaching this decision.
(4)	In case the Game offers payable elements the Partner receives from Bigpoint in return a share of the net sales as set forth in Sec. 9.
(5)	"Contractual area" within the subject of this agreement means the area in which Bigpoint, according to the terms of this contract, may exercise the rights granted herein. If there is no written agreement to the contrary, the contractual area shall be worldwide.

(1)

In the online Members-only area, if the Partner selected "Exclusivity" in return for a special bonus, the following shall apply: Bigpoint shall have the exclusive rights to market the Game in the contractual area ("exclusive license"). The Partner shall take all appropriate measures to ensure that this is the case. Appropriate measures particularly include the following: The Partner shall not operate the Game in the contractual area. The Partner shall not offer the Game to players in the contractual area. Offering the Game includes in particular advertising which is targeted at players in the contractual area as well as advertising on the websites of third parties which are directed mainly at users in the contractual area. The Partner shall not offer the Game in the official language used in the contractual area. The Partner shall take appropriate measures to prevent third parties from undertaking any of the previously described actions in i, ii or iii above.

(2)

If the Partner should violate the exclusivity agreement, the special bonus shall become invalid from the point of time of the first infringement. Bonus payments made in connection with this agreement must be paid back in full to Bigpoint by the Partner within seven (7) days. Other rights and obligations of Bigpoint, in particular any claims of damages for Bigpoint against the Partner, remain unaffected.

(1)	Bigpoint is authorized to transfer the granted license, as outlined in Sec. 2, to a third party who then enters into this agreement if there are no extenuating circumstances in which such a transfer of license to the third party in question would cause the Partner undue or unreasonable hardship.
(2)	Bigpoint is authorized to grant sub-licenses to third parties for the purpose of integrating the Game onto portals with which Bigpoint has a cooperative agreement. Bigpoint is also authorized to grant sub-licenses for the purpose of advertising the portal and the Game.

(1)	The Partner shall provide Bigpoint with a complete technical, descriptive and conceptual documentation for the Game in electronic form in English, and, if requested by Bigpoint, in German and shall inform Bigpoint in a timely manner with regard to errors, bugs, and planned updates.
(2)	The entire Game – including associated discussion forums and any other associated components of the Game must be completely free of advertising in any form. This includes but is not limited to the following means of advertising: banner advertising, in-game advertising as well as links, in-game messages and e-mails, in the event that these are of a commercial nature, and every other form of advertising. Decisive for the advertising nature is whether the respective communication measure used is appropriate for the promotion of the product or service in question. If a reciprocal service or remuneration is offered in return for the respective communication measure, it shall be considered advertising.
(3)	The Partner guarantees the functional playability of the Game and, in the case of problems within the Game, shall correct these promptly.
(4)	The Partner shall, if it should become legally necessary, arrange for and bear the costs of an official examination of the Game by the appropriate agency, office or board within the scope of youth protection laws. The result of said examination by the responsible agency for the respective Game shall not exceed a minimum age requirement of 14 years. The Partner ensures that this requirement shall be taken into consideration during the creation, development and release of the Game.
(5)	The Partner shall also be required to arrange an examination of the Game as described in Par. 4 above if Bigpoint has a justifiable interest in such an examination. A justifiable interest exists particularly in the following situations: Bigpoint is a member of a group or association which recommends to or requires from its members such an examination. Political or societal events lead to the conclusion that such an examination is advisable. Between Bigpoint and the Partner there is no consensus of opinion regarding whether or not the Game is suitable for players who are 14 years old or older.
(6)	If the Partner selected online the option to have the Game translated into other languages, Bigpoint shall arrange for the translation, but shall not be liable for the quality of the translation provided. Bigpoint is liable solely for the selection of a dependable and appropriate translator.
(7)	The Partner shall integrate the translation into the Game without undue delay. Bigpoint is the owner of all translation results. The Partner is granted a right of use for the translation results for the duration of the partnership with Bigpoint.

(1)	The registration process for the Game shall be so designed for the cooperation between the parties with respect to these contractual considerations that the user upon registration enters into a contract with Bigpoint. This is independent of the fact that the player may register on the Bigpoint portal or over a link from the Bigpoint portal directly in the Game. Bigpoint shall collect any fees due and payable on its own behalf and on its own account. Bigpoint is authorized to use the services of third parties for this process.
(2)	In relation to the players the Terms & Conditions of Bigpoint are relevant. Should any aspects require further explanation, the Partner shall discuss and integrate the appropriate additional Terms & Conditions into the Game.
(3)	For the design of the registration process according to Par. 1 and 2, the Partner shall observe the requirements from Bigpoint. The Partner shall also integrate the SSO (Single Sign On) from Bigpoint into the registration process.
(4)	Bigpoint is exclusively entitled to the user data provided by the players within the framework of this agreement. To the extent that it is necessary for a smooth business process, the Partner will be granted the necessary rights from Bigpoint for the duration of this contract to view the recorded nicknames of the players and the associated user IDs, and to use this information to a limited extent according to the Bigpoint privacy and support policy.
(5)	After termination of the partnership, Bigpoint is entitled to continue using the user data without constraint. The Partner is obligated to grant users access to the Game with their current login data for an appropriate period of time after. As a rule, six months after termination of the contract with Bigpoint would be considered an appropriate period of time; a suspension of individual players for important reasons – especially infringements of contract regulations – is still possible for the Partner to enforce. Further rights of the Partner with regard to user data end with the cancellation of the partnership with Bigpoint.

(1)	Depending on the option chosen by the Partner online in the Members-only area for the respective Game, either the Partner or Bigpoint shall be responsible for the care of the player community (support for the users and community support). The influence of the option selected on the commission received as set forth in Sec. 9 is viewable online. If Bigpoint is responsible, the Partner shall be available for questions, and Bigpoint shall make a document with frequently asked questions (FAQ) available (see additions and comments regarding form and language in Sec. 4 Par. 1).
(2)	The following rules apply to the support, regardless of whether such support is performed by Bigpoint or by the Partner: The support as well as and in particular the response to all player requests shall take place on workdays and on non-workdays as quickly as possible, within a period of time which would be considered adequate by the players.
(3)	If the Partner should not fulfill their responsibilities as set forth in Sec. 6, Par. 2, Bigpoint is authorized to take over the support of the player community.
(4)	If the Partner does not fulfill their responsibility with regard to supporting Bigpoint in the care of the player community, and in particular fails to answer questions from Bigpoint and/or does not supply the documentation as required in Sec. 4, or the documentation is incomplete or there are errors contained in the documentation, Bigpoint is authorized, after a written warning with a deadline, to terminate the support of the player community. In this case, the same conditions apply as for the situation in which the Partner supports the player community.
(5)	The legal consequences listed in Par. 3 and 4 do not affect Bigpoint's statutory rights.

(1)	The Partner shall support Bigpoint with technical adjustments of any kind for the Game, so that the functionality of the Game on the system provided by Bigpoint is guaranteed.
(2)	The Partner shall integrate all APIs, tracking codes and scripts from Bigpoint onto the Game. The Partner agrees that page impressions and visitors generated by the Game may be used for statistical purposes by Bigpoint (including market research and publicity measurements), e.g. for IVW, AGOF, Comscore, Nielsen, etc.
(3)	The Partner shall apply all changes necessary for the integration of the Game (Cobrand, Single Sign On, Logo, Header/Footer, etc.).
(4)	The Partner shall offer the Game exclusively for Bigpoint players on the domain BIGPOINT.COM. The Partner ensures this through the use of a CNAME entry. The Partner agrees to undertake all necessary actions in preparation for the CNAME, including a Vhost.
(5)	The Partner shall undertake all actions deemed necessary by Bigpoint to improve the optimization for search engines or search engine advertising.
(6)	Bigpoint shall fulfill its obligations as set forth in this licensing agreement – especially with regard to the integration of the Game in the Bigpoint portal – only after the Partner has completed the steps outlined in Par. 1 through 4. The actions outlined in Par. 3 through 5 shall be completed by the Partner normally within 10 business days from receipt of the request.
(7)	In case the Game offers payable elements the Partner shall integrate the payment functions or the payment systems for Bigpoint users used by Bigpoint into the Game and make them available to the users. The Partner shall use the Bigpoint payment functions exclusively for Bigpoint users and shall not integrate other payment systems without the express consent of Bigpoint.
(8)	The Partner shall fulfill the responsibilities in Par. 1 through 7 at the beginning of the cooperation in order to make the integration of the Game in the Bigpoint portal successful as possible. Bigpoint reserves the right for the entire duration of the contract period to require specific and reasonable actions from the Partner in this regard.

(1)	The Partner is responsible for the operation and the technical maintenance of the game server. The costs for this shall be borne exclusively by the Partner. Bigpoint is authorized to remove the Game at any time from the portal during times of inaccessibility.
(2)	If the Game is “free” and the Partner wants to gain a commission according to Section 9 the Partner should incorporate payable elements into the Game.
(3)	The Partner guarantees that Bigpoint will always have the latest version of the Game at its disposal.

(1)	In case the Game offers payable elements Bigpoint shall pay the Partner a commission. The commission shall be calculated based on the net sales generated by payable elements according to the provisions in this Sec. 9. The payment of the commission shall take place on a monthly basis, under the condition that the commission of the Partner has reached a minimum amount of $50 (USD) ("minimum amount"). If the minimum amount has not been reached during a particular month, the commission of the Partner will be carried over to the following month. In the case of a cancellation, the commission will be paid in full.
(2)	Bigpoint shall prepare a monthly statement by the 21st of any given month for the commissions due from the previous month. The statement shall be considered as approved if it has not been objected to in writing within 14 days of receipt. If the minimum amount has been reached, the commission is due and payable within 14 days of the creation of the monthly statement. Bigpoint shall provide notice in each statement regarding the deadline for objections and the legal consequences of not objecting within the deadline.
(3)	Relevant for the amount of the commission are the net payments made by players for payable elements (subscription fees, payments for premium services, payment for game-related advantages or for items in the Game). For net sales generated by players, the Partner is entitled to a portion of the net sales amount. This amount is dependent on the options selected by the Partner and can be viewed. If the Partner should change any of the options during the contract period which have an effect on the commissions to be paid to the advantage of the Partner, these changes shall become effective in the following month; other changes shall become effective at the time of acceptance of the changes by Bigpoint.
(4)	Net sales are composed of gross income less applicable sales tax (VAT), cancellations, payment costs, payment to portal and media partners as well as those direct marketing costs which were verifiably used specifically for marketing activities for the Game. Also to be deducted are all other applicable taxes on the gross income. Payments from players are only relevant for the commission when they have been permanently credited to Bigpoint. Payment reversals and other refunds shall be subtracted if they are not attributable to Bigpoint. Costs which are charged to Bigpoint due to misuse by third parties, particularly credit card misuse or insufficient funds in an account, shall also be subtracted.
(5)	Relevant are amounts which are owed to and collected by Bigpoint according to the customer management program.
(6)	VAT (if applicable) on the commissions are to be paid by Bigpoint in addition to the commission itself.
(7)	Bigpoint shall continue to be entitled to receive a commission according to this Sec. 9 in particular Par.4 even after termination of this agreement for all users who registered for the Game during the contractual period between the parties ("Lifetime commission").

(1)	The parties will keep each other informed of all violations of this Agreement – in particular Sec. 1 – without undue delay. Bigpoint shall support the Partner in a suitable manner with regard to these rights on an individual basis if this is appropriate.
(2)	The judicial and extra-judicial action against the infringer is generally reserved for the Partner. If the Partner is not prepared to or interested in proceeding against an infringer, Bigpoint is, subject to approval by the Partner, entitled but not obliged to take legal action against the infringer in its own name either in court or out of court. The Partner may withhold consent only for good reason. If necessary, the Partner shall provide the necessary appropriations or other declarations.
(3)	Bigpoint is entitled to become part of a court action brought by the Partner for the purpose of receiving compensation for their own damage claims. The costs for the carrying thorough of infringement disputes are borne by the respective party making the said claim(s). The parties commit themselves to agree to a different cost sharing arrangement in the event that the dispute infringement has more than a negligible effect on the interests of the other party.

The Partner shall defend the existence of the licensed rights as outlined in Sec. 1 against attack and support and release Bigpoint at the first request (this includes reasonable costs for legal defense), where a third party, because of the alleged existence of older rights, acts against the use by Bigpoint.

The Partner shall proceed in an appropriate manner against the registration of patents, trademarks etc. with a younger seniority which would endanger the success of the license granted under this License Agreement – in particular Sec. 1.

(1)	The parties agree that the design and operation of Bigpoint portals and the use of the license rights granted are the sole responsibility of Bigpoint, and the Partner in this regard has no claim against Bigpoint. Bigpoint is especially not liable for the availability of the servers of the Bigpoint portals.
(2)	The Partner certifies that he/she is authorized to grant the rights which are being granted in this licensing agreement. The Partner agrees to maintain the above rights for the duration of the cooperation with Bigpoint.
(3)	The Partner warrants that all information provided in connection with the registration and uploading of the Game and the materials and all other information provided in relation to the cooperation with Bigpoint is accurate.
(4)	The Partner represents that he/she is providing the Game to Bigpoint as part of his/her business activities and that through the use of the Game and of the materials in accordance with the license no copyright, patent, trademark, unfair competition, moral rights or other rights of third parties is being violated, that open source software is only used under the proper license conditions and that Bigpoint cannot be forced under these contract provisions and the contractual use of the Game and the materials to make payments to the artists' social fund or collecting society. The Partner secures Bigpoint further that the Game has no hidden content, and in particular no such hidden content that violates laws or the rights of third parties, which represent a threat to youth or which may affect the reputation of Bigpoint.
(5)	Furthermore, the Partner guarantees the correctness of the foregoing warranties irrespective of any fault of the Partner.
(6)	In connection with a breach of the foregoing representations and warranties, the Partner frees Bigpoint of all third-party claims. This also includes the assumption of reasonable attorney's fees.
(7)	The Partner grants Bigpoint unlimited liability that the Game and the materials do not infringe on the laws of the contract territory nor national or international law or the rights of third parties.
(8)	Regardless of a possible claim for damages, the Partner is obliged to pay for each case of proven infringement of third-party rights and guarantees of the foregoing, in each case a penalty of €10,000 excluding the continuation of offense. The assertions of further damages as well as other claims, in particular omission, remain unaffected. The penalty will be extended to any claims for damages.
(9)	Bigpoint is liable only in case of intent or gross negligence, for willful or negligent violation of life, body or health due to the assumption of a guarantee of quality, for willful or negligent violation of essential contractual obligations, mandatory liability under the Product Liability Act or liability due to other compelling acts. Among major contractual obligations, also known as cardinal obligations in the sense of case-law obligations which enable the proper implementation of the contract, responsibilities are meant which allow the proper implementation of the contract and its compliance and the fulfillment of which the user may trust. The damages for the violation of essential contractual obligations is limited to contractually typical, foreseeable damage, unless willful misconduct or gross negligence or injury of life, limb or health or the assumption of a guarantee of quality. The foreseeable damage is limited to the respective share of revenues for the last 12 months before the damage according to Sec. 9.

(1)	The parties are obliged to keep confidential information provided by the other party, as long as disclosure is not necessary to fulfill obligations under the License Agreement. This obligation also applies to agreed contractual terms within the contract between the parties.
(2)	The obligation of confidentiality shall survive the termination of the License Agreement.
(3)	The parties bind their employees, consultants and other third parties who become aware of classified information and are not already legally bound to maintain confidentiality in accordance with Par. 1 and 2.

All rights granted by Bigpoint GmbH in this License Agreement apply to all affiliated companies of Bigpoint according to Sec. 15 et seq. of the German Companies Act (AktG) (as long as their status as affiliated companies remains effective).

(1)	The license for each Partner's Game can be terminated for each Game separately with a deadline of three months to the end of the month, with an effect date from the end of the minimum term, if such was agreed.
(2)	The right to terminate the License Agreement in total or for a single Game for an important reason remains unaffected.
(3)	An important reason for the termination is in particular in the following cases: (a) Indebtedness or insolvency or impending insolvency or insolvency or similar proceedings against the assets of a party; (b) Serious and sustained breach of these contract obligations, which despite prior warning was not ceased and for which firm a contract is not necessary.
(4)	A termination may only be submitted in writing.
(5)	In the event of termination, the parties will work together with existing contracts such that there is no harm to the players. The partner is always ready to take over the contracts between Bigpoint and the players with the effective date of termination of the cooperation ("Effective Date"). The partner will – assuming the consent of each respective player – actively view the games and assume the rights and responsibilities from Bigpoint. The partner, after the reporting date, is entitled to adjust the contractual relationship, insofar as this based on the Terms and Conditions of use for Bigpoint Games for which closed contracts are not violated. If in this context any compensation to the players is due and payable – for example, a loss of money invested for individual game functions – the Partner is obliged to make such payment. How this compensation is to take place is left entirely to the Partner.

If there are rules and/or provisions of this License Agreement which are seen as null and void, the parties commit themselves, through effective arrangements to replace the purpose of the ineffective regulation. The effectiveness of the remaining provisions shall remain unaffected. The same should apply if a gap appears.

(1)	Changes in the License Agreement and provisions of this Agreement shall be subject to writing. This also applies to an amendment to the written form clause. Verbal agreements do not exist.
(2)	This License Agreement shall be governed by and construed in accordance with the substantive laws of Germany, without reference to its conflicts of law provision.
(3)	Jurisdiction shall be Hamburg (Germany).