1. Definitions Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth below (which shall also apply to the singular, plural and correlative forms of such terms):
    1. "Activity Data" shall mean all records and behavior of the game environment, including traffic, CCU, Playtime Minutes, Session’s activity and Storage submitted by Customer or a Product User in the course of using the Commercial Services.
    2. "Affiliate" means with respect to a party, means a corporation, partnership or other entity controlling, controlled by or under common control with such party. For purposes of this definition, “control” means ownership, directly or indirectly, of at least fifty percent (50%) of the voting rights in such entity (or, in the case of a non-corporate entity, equivalent rights).
    3. "APK" means the Android application file for the Customer Game.
    4. "Commercial Services" shall mean the service hosted by now.gg through the now.gg Properties as described in the Agreement and applicable Order Form and provided by now.gg.
    5. "Customer" shall mean the Customer named above and any of its Affiliates listed on or added to an Order Form.
    6. "Customer Game" shall mean any proprietary software application operated by or on behalf of Customer, specified in an Order Form, which may be used in conjunction with one or more now.gg Properties pursuant to the express terms of an Order Form.
    7. "Documentation" shall mean any on-line help, guides, documentation, help files, manuals and other materials published or provided to Customer by now.gg as amended or updated by now.gg from time to time.
    8. "Effective Date" means is the date that this Agreement and or the Order Form is accepted and signed by Customer.
    9. "Game Profile" means the document submitted by Customer to now.gg with the Customer Game data used to calculate the monthly Fee.
    10. "In-App Advertising Revenue” (“IAA”) means in game advertising revenue, applicable for games which show rewarded ads or other ads inside the game.
    11. "In-App Purchases” (“IAP”) means the purchase of digital products, items or services within the Customer Game.
    12. “IAP Revenue Share” means the percentage of Net Revenue from IAP.
    13. "Intellectual Property Rights" means all present and future patent, copyright, trademark, service mark, moral, publicity, privacy, and trade secret rights, contract rights, and other intellectual property, proprietary or similar rights anywhere in the world.
    14. "Link" means a button or a link provided by now.gg to Customer, which, when clicked, will refer an individual to the now.gg Properties and start a Session.
    15. “Net IAA Revenue” means IAA total Receipts, less: (i) sales, use, value-added, withholding and similar taxes and duties and similar governmental assessments, if applicable; and (ii) any allowances for invalid traffic or chargebacks.
    16. “Net IAP Revenue – now.gg SDK” means IAP total Receipts, less: (i) sales, use, value-added, withholding and similar taxes and duties and similar governmental assessments, and (ii) any allowances or refunds made or taken for returns, discounts or promotional allowances, and fraud or chargebacks.
    17. “Net IAP Revenue – Customer SDK” means IAP total Receipts, less: (i) sales, use, value-added, withholding and similar taxes and duties and similar governmental assessments, and (ii) any allowances or refunds made or taken for returns, discounts or promotional allowances, and fraud or chargebacks.
    18. "now.gg" means now.gg, Inc.
    19. “now.gg Materials” shall mean any materials provided to Customer by now.gg in the course of providing support, implementation, consulting, training or other professional services to Customer. now.gg Materials do not include any Activity Data or Customer’s Confidential Information (as defined below).
    20. “now.gg Properties" is the cloud service and related products owned, operated, or controlled by now.gg or its Affiliates.
    21. “now.gg Ad SDK“ refers to the Software Developers Kit for processing IAA revenue made available by now.gg, including any associated documentation, libraries, and software tools.
    22. “now.gg Payment SDK“ refers to the Software Developers Kit for processing payments made available by now.gg, including any associated documentation, libraries, and software tools.
    23. “now.gg Studio" means now.gg’s platform for Customers located at studio.now.gg.
    24. “Order Form” shall mean a document signed by a representative of now.gg and Customer that is incorporated herein by reference and that sets forth the now.gg Properties, Commercial Services and/or professional services now.gg will be providing to Customer, any deliverables to be provided and the pricing and payment terms for such now.gg Properties, Commercial Services and other services. For the avoidance of doubt, now.gg is under no obligation to accept any Order Form submitted by Customer.
  2. General Obligations
    1. APK Updates. It is the Customer’s responsibility to upload updated APKs to now.gg when they are available. Updated APKs shall be uploaded by the Customer at the same time any major updates are provided to other stores. Additionally, the Customer shall provide not less than seven (7) days advance notice to now.gg of any major updates.
    2. Integration. The Customer is responsible for completing the integration of the Now.gg SDKs within four (4) weeks from the latter of: (i) the Effective Date of this Agreement, or (ii) the launch of the Customer Game(s) on another major mobile store such as Google Play Store or Apple Store.
    3. now.gg may remove the Customer Game from the now.gg Properties or other Channels at any time.
    4. Customers selecting Cloud Cost in Exhibit 1 shall provide ninety (90) days prior written notice before removing the Customer Game from the now.gg Properties or other Channels.
    5. No Guarantee. Studio.now.gg access and, if applicable, now.gg Materials, API, now.gg SDK and Documentation are provided without any guaranteed delivery or other performance objectives. Except as provided in the Platform Service Levels and Support Services document, now.gg does not guarantee continuous or uninterrupted service, any number of deliverables, or any other measure of success.
    6. Support Services. now.gg shall provide reasonable support services to Customer.
    7. Good Faith. The parties agree to act in good faith and with fair dealing throughout the term of this Agreement. Each party shall make reasonable efforts to ensure that all actions taken under this Agreement are conducted in a manner that promotes mutual benefit and equitable compensation for both parties. During the initial three (3) month period of cloud service provision, Now.gg shall assess whether the Customer's IAP revenue is sufficient to offset the associated cloud service costs. Should the IAP revenue fail to achieve break-even with the cloud costs within this period, as determined by Now.gg, the revenue model shall transition to a cost-plus arrangement, whereby Now.gg receives reimbursement for cloud service costs plus a five percent (5%) revenue share of the Customer's IAP revenue, subject to the Customer's written consent. In the event that the Customer has not provided written consent within seven (7) days of receiving the notice, Now.gg shall have the right to pause or suspend the service.
    8. Non-Solicitation. During the Term of this Agreement, Customer shall not actively solicit or incentivize users acquired through now.gg to utilize the Customer's proprietary webshop or platform.
    9. Promotions. If the Customer provides any promotions on the Google Play Store and/or Apple Store to promote any Customer Game(s), it shall provide an equivalent promotion on the now.gg Properties.
  3. Fees & Payment Terms
    1. Fees. Customer agrees to pay a fee (“Fee”) equal to: (1) Production Set Up Fee, (2) the IAP Revenue Share from IAP transactions processed on Customers SDK multiplied by the Net IAP Revenue – Customer SDK as reported to now.gg per section 6c, (3) the IAA Revenue Share from advertising revenue on Customer Games per section 6d, and (4) if Option 2 is selected in Exhibit 1, Cloud Cost fee equal to the actual playtime hours multiplied by the daily Cloud Cost per Hour rate as set forth in Exhibit 2 .
    2. Customer IAP & IAA. now.gg agrees to pay to Customer the Net IAP Revenue – now.gg SDK less IAP Revenue Share from IAP transactions processed on the now.gg Payment SDK (“Customer IAP”) and the Net IAA Revenue less the IAA Revenue Share for IAA activity processed on the now.gg Ad SDK (“Customer IAA”), if applicable.
    3. Payment Terms.
      1. If Customer uses their own payment SDK, Customer shall pay all Fees no more than thirty (30) days after the invoice date, which payments shall be nonrefundable except as otherwise expressly provided in this Agreement. Any amounts payable by Customer hereunder which remain unpaid more than thirty (30) days after the due date shall be subject to late penalty fees equal to 1.5% per month from the due date until such amount is paid in full. Customer shall pay all such interest and reasonable costs of collection, including but not limited to, reasonable attorney’s fees and court costs.
      2. If Customer uses now.gg Payment SDK and/or the now.gg Ad SDK, now.gg shall pay to Customer the Customer IAP and/or Customer IAA no more than thirty (30) days after the end of the month the transactions occurred. now.gg reserves the right to delay payment of the Customer IAA until the ad revenue is collected by now.gg from the ad server.
    4. Taxes. The fees specified in this Agreement do not include taxes, duties, or other fees. If now.gg is required to pay sales, use, property, value-added, withholding or other taxes based on the licenses granted or services provided under this Agreement, then such taxes, duties or fees shall be billed to and paid by Customer. For IAP transactions, Customer shall include any sales, value-added or other required taxes in the total sales price paid by users and shall be remitted to the tax authority by Customer, provided that now.gg shall remit value-added tax amounts originating in the EU. In the event that IAP transactions are processed through Customer’s SDK, Customer shall be responsible for collecting, reporting and paying any sales, value added or other required taxes related to the IAP transactions. This Section shall not apply to taxes based on now.gg’s net income or payroll.
  4. TERM AND TERMINATION
    1. Term. This Agreement shall continue while the Customer Game(s) are available via the now.gg Properties or other Channels.
    2. Termination By Either Party for Cause. Either party may terminate this Agreement (a) upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice specifying the breach in reasonable detail, or (b) immediately upon written notice if the other party becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding.
    3. Effect of Termination. Immediately upon termination of this Agreement, all rights and licenses granted by now.gg hereunder shall immediately terminate, Customer shall cease all access and/or use of the Commercial Services. Termination of this Agreement or any Commercial Services shall not relieve Customer of its obligation to pay all fees owed by Customer, unless termination is due to a material breach by now.gg in which case Customer shall only be responsible for fees owed for use of the Commercial Services prior to the effective date of termination. now.gg will have no liability for any costs, losses, damages, or liabilities arising out of or related to any expiration or termination of this Agreement. Termination of this Agreement shall not limit now.gg from pursuing any other remedies available to it, including injunctive relief. The following sections of this Agreement will survive termination or expiration of this Agreement: Sections 4.c, 5.a, 7.c, 8, 9, 10 and 11.
  5. OWNERSHIP AND LICENSES
    1. Ownership. Customer retains all its rights, title and interest (subject to the license granted herein) in and to the Customer Game and all the Intellectual Property Rights related therein or thereto.
    2. Customer Game Licenses. Customer hereby grants to now.gg and its Affiliates a non-exclusive, worldwide, non-sublicensable and non-transferable (except as provided in Section 11(c)(Assignment)), royalty-free license to perform all such acts with respect to the Customer Game(s) in order for now.gg to perform its obligations in accordance with and during the Term of this Agreement, including: (i) to host the Customer Game in a cloud-based service hosted by or on behalf of now.gg and to integrate the Customer Game with the now.gg Properties; and (ii) to allow end users of the Customer Game perform, display, and use the Customer Game within the now.gg Properties, except that Customer may include a separate end user license agreement in the Customer Game that will govern end users’ rights to the Customer Game in lieu of the foregoing license.
    3. Payment SDK. If selected, now.gg will grant Customer a non-exclusive now.gg Payment SDK license, during the term of this Agreement in accordance with the now.gg SDK licensing Agreement, included above. Payments made through the now.gg Payment SDK may be processed through third-party payment processors.
    4. Use of Marks. now.gg grants Customer a revocable, non-exclusive, non-transferable, non-assignable, royalty-free, limited license, during the Term, to use now.gg’s name, product name and logo (collectively now.gg Marks”) on Customer’s website or in promotional and marketing materials in connection with promoting the availability of the Customer Game on now.gg Studio. Customer grants now.gg a non-exclusive, non-transferable, non-assignable, royalty-free, limited license, during the Term, to use Customer’s name, Customer Game name, logo, app icon, app characters, app art, app banners and other identifiers (collectively “Customer Marks”) on the now.gg website(s), the now.gg Properties or its promotional and marketing materials in connection with the display, promotion, marketing, sale and distribution of the Customer Game. now.gg shall provide 48 hours prior notice to Customer for any other use of Customer Marks not provided in the foregoing and obtain explicit written approval from Customer in each case prior to such use. Neither party may use the other party’s marks (Customer Marks or now.gg Marks, as the case may be) in a way that shall detrimentally affect the other party’s reputation.
  6. TRACKING AND REPORTING
    1. Tracking and Reporting. Customer may not run any Third-Party Ad Server on any of the now.gg Properties.
    2. Data Processing Agreement. If either party will share any personally identifiable information with the other party, the parties shall separately enter into a data processing agreement, as required by applicable privacy laws and regulations.
    3. IAP Revenue Share. If IAP transactions are processed with Customer’s SDK, Customer shall provide now.gg with an official report of IAP activity related to the Order Form monthly (“IAP Report”), no later than ten (10) days after month end. If IAP transactions are processed with the now.gg Payment SDK, now.gg shall provide Customer with an official report of IAP activity of Customer Games no later than ten (10) days after month end.
    4. IAA Revenue Share. IAA activity shall be reported to Customer by now.gg on a monthly basis, no later than ten (10) days after month end.
    5. Audit. If Customer uses a payment solution other than now.gg Payment SDK, now.gg shall have the right (on reasonable notice during ordinary business hours) either itself, its legal counsel, or independent, certified public accountants, to examine the IAP Report and all supporting documentation. Customers shall keep books and records related to the IAP Report available for inspection by now.gg for at least one (1) year after the expiration or termination of the Agreement. now.gg will be permitted to inspect, and audit Customers IAP Report once (1) per year. If an audit reveals Customer’s underpayment of IAP Revenue Share, Customer will pay the shortfall within ten (10) days.
  7. REPRESENTATIONS AND WARRANTIES
    1. Mutual. Each party hereby represents and warrants that (i) this Agreement has been duly and validly executed and delivered by such party and constitutes a legal and binding obligation of such party, enforceable against such party in accordance with its terms; (ii) such party has all necessary power and authority to execute and perform in accordance with this Agreement; and (iii) such party's execution, delivery and performance of this Agreement will not conflict with or violate any provision of law, rule or regulation to which such party is subject, or any agreement or other obligation directly or indirectly applicable to such party or binding upon its assets.
    2. Customer Game. Customer represents and warrants that (i) neither the Customer Game nor this Agreement (or its performance) will infringe, misappropriate or violate any intellectual property rights or other rights or agreements; (ii) the Customer Game does not and will not contain any viruses or worms or other harmful or disabling code, or anything that defames, libels or otherwise injures or interferes with the privacy or publicity rights of any third party; and (iii) the Customer Game does not and will not contain any open source or other third party code that that: (A) could or does require, or could or does condition the use or distribution of the Customer Game or the now.gg Properties on, the disclosure, licensing or distribution of any source code for any portion of the now.gg Properties; or (B) could or does otherwise impose any limitation, restriction or condition on the right or ability of now.gg to use or distribute any now.gg Properties. Customer will indemnify now.gg from any loss, damage, settlement, or other amount or expense (including, without limitation, attorney fees) that results from any allegation inconsistent with the foregoing in this Section 7.
    3. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NOW.GG PROVIDES ALL SERVICES AND THE SITES “AS IS” AND “AS AVAILABLE” AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER WRITTEN OR ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.
  8. CONFIDENTIALITY
    1. Each party will not at any time use or disclose the terms of this Agreement or any information provided by or relating to the other party or its business which is (i) marked ‘confidential’ or (ii) under the circumstances, appear to a reasonable person to be confidential or proprietary and that is not demonstrably general publicly known. now.gg’s Confidential Information shall include without limitation the now.gg Properties, now.gg Payment SDK, now.gg Studio, the Commercial Services, the Documentation, now.gg Materials, the results of any performance tests of the now.gg Properties or Commercial Services, formulas, methods, know-how, processes, designs, new products, services, development work, marketing requirements, marketing plans, customer names and prospective customer names, regardless of whether such information is identified as confidential. Customer’s Confidential Information shall include without limitation its Activity Data, software programs, formulas, methods, know-how, processes, designs, new products, developmental work, marketing requirements, marketing plans, customer names and prospective customer names, regardless of whether such information is identified as confidential. Confidential Information includes all information received from third parties that either party is obligated to treat as confidential.
  9. Intellectual Property Rights
    1. Retention of Rights. Each party reserves all rights not expressly granted to the other party in this Agreement. Without limiting the generality of the foregoing, Customer acknowledges and agrees that now.gg and its suppliers retain all rights, title and interest in and to the now.gg Properties, Commercial Services, now.gg Payment SDK, now.gg Studio, Documentation and now.gg Materials, and Customer does not acquire any right, title, or interest to the Product, Commercial Services, now.gg Payment SDK, now.gg Studio, Documentation or now.gg Materials except as expressly set forth herein. Nothing in this Agreement shall limit in any way now.gg’s right to develop, use, license, create derivative works of, or otherwise exploit the product and services, or to permit third parties to do so.
    2. Activity Data. Subject to this Section 9(b), as between the parties hereto, Customer owns all right, title and interest in and to any and all Activity Data as provided by Customer. Customer hereby grants now.gg a non-exclusive, worldwide, royalty-free right to (i) use, copy, store, transmit, process, receive, view, distribute, perform, display, modify and create derivative works of the Activity Data to perform now.gg’s obligations hereunder, and (ii) aggregate Activity Data with similar data from other now.gg customers so that the resulting data is Non-Identifiable Activity Data. Customer grants now.gg a worldwide, royalty-free, irrevocable, perpetual, transferable, sublicensable and non-exclusive right and license to use any and all Non-Identifiable Activity Data for any purposes, including without limitation for now.gg’s analytic, statistical, security and aggregation in order to improve now.gg’s products and services and to make now.gg’s products and services available to its customers. Customer represents and warrants to now.gg that it has the right to grant the foregoing license to the Non-Identifiable Activity Data.
  10. LIMITATION OF LIABILITY
    1. To the maximum extent permitted by applicable laws, in no event will either party be liable, with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory, for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by the other party arising out of this Agreement, even if such party has been advised of the possibility of such damages. Without limiting the foregoing, neither party’s aggregate liability shall exceed the amount paid or payable by Customer to now.gg in connection with the individual insertion order and for the six (6) months immediately preceding the event giving rise to the claim. The foregoing limitation does not apply to liabilities arising from payment due under this Agreement, and a party’s gross negligence or willful misconduct.
  11. MISCELLANEOUS
    1. Entire Agreement; Amendments. The terms and conditions contained in this Agreement constitute the entire agreement between the parties and supersede all previous agreements and understandings, whether oral or written, between the Parties with respect to the subject matter of this Agreement. No agreement or understanding amending this Agreement shall be binding upon any party unless set forth in a written document which expressly refers to this Agreement and which is signed and delivered by duly authorized representatives of each party.
    2. No Waiver. No waiver of any term or condition of this Agreement shall be valid or binding on a Party unless the same is set forth in a written document specifically referring to this Agreement and duly signed by the waiving Party. The failure of a Party to enforce any provision of this Agreement, or the failure to require performance by the other Party of any provision of this Agreement, shall in no way be construed to be a waiver of such provision, nor in any way affect the ability of a Party to enforce any provision thereafter.
    3. Assignment. This Agreement is not assignable, transferable or sublicensable by either party, except that now.gg may freely resell, assign or transfer any of its rights or obligations hereunder, without Customer’s consent, to its successor to substantially all of its assets or business to which this Agreement relates.
    4. Governing Law and Dispute Resolution. Should a dispute arise out of this Agreement, the parties shall first employ every reasonable means of good faith negotiations to resolve such a dispute. Thereafter, any dispute arising out of or relating to the interpretation or performance of this Agreement shall be governed by the laws and jurisdiction as follows:
      Customers organized and located in: Asia (excluding Japan) Japan United Kingdom, the EU and Middle East All Other Locations
      Governing Laws: Singapore Japan England and Wales State of California, USA
      Location and jurisdiction for litigation of disputes: Binding arbitration conducted and administered in Singapore by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force. Binding arbitration in Tokyo and administered under the Rules of Conciliation and Arbitration of the International Chamber of Commerce (ICC) Paris, for the time being in force. Binding arbitration conducted in London and administered under the Rules of Conciliation and Arbitration of the International Chamber of Commerce (ICC) in Paris, for the time being in force. Jurisdiction for litigation of disputes shall be the federal and state courts having jurisdiction in Santa Clara County, California.
      Arbitration rules above are deemed to be incorporated by reference in this Section. The arbitration shall be conducted in the English language before a single neutral arbitrator (“Arbitrator”). The Arbitrator shall be mutually agreed upon by the parties; if the Parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed by the applicable arbitration body. The Arbitrator shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of the Arbitrator and the administrative fee of the applicable arbitration body. Any final outcome of such arbitration shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to any court of competent jurisdiction, for confirmation and enforcement of the award. In addition, either party may seek equitable, non-monetary relief at any time in any court of competent jurisdiction without thereby waiving its right to arbitration of any dispute or controversy.
    5. Notices. Any notice required or permitted by this Agreement shall be in English, in writing, addressed to the other party at the address as provided through now.gg Studio, and the Contact on Order Form or otherwise in writing by either party for such purpose, and shall be sent via email or by certified mail.
    6. Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind now.gg in any respect whatsoever.
    7. Waiver. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for actions for nonpayment or breach of Now’s proprietary rights in the Products, Commercial Services, now.gg Materials, or Documentation, no action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
    8. Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
    9. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations under this Agreement on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause that is beyond the reasonable control of the party.
  1. Definitions Capitalized terms used but not defined elsewhere in this Agreement shall have the meanings set forth below (which shall also apply to the singular, plural and correlative forms of such terms):
    1. "Modifications" means an update, enhancement, revision, new release or new version of now.gg SDK.
    2. "now.gg SDK" means any Software Developers Kit made available by now.gg, including any associated documentation, libraries, and software tools.
  2. LICENSE, OWNERSHIP & USE RESTRICTIONS
    1. Subject to this Licensing Agreement, including the restrictions set forth in Section 2, now.gg grants to Customer a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license to use the now.gg SDK during the Term, solely for the purpose of integrating and interacting with the Customer Game.
    2. Customer shall not copy, translate, reverse engineer, decompile, disassemble, or otherwise attempt to learn the design, structure, algorithms, ideas or source code of the now.gg SDK or infringe on now.gg’s Intellectual Property Rights, or encourage or permit any other third party to do so. Notwithstanding anything else, Customer is not entitled to receive or access any now.gg source code or any related documentation.
    3. Customer shall have no right to (nor will allow any third party to) sell, assign, lease, transfer, encumber, or otherwise suffer to exist any lien or security interest on the now.gg SDK, Modifications and derivative works.
    4. Customer may not distribute, sell, lease, lend or sublicense the now.gg SDK or any component as an independent product.
    5. Customer may not modify, distribute or convey the now.gg SDK or any code contained therein so that such SDK, code or any application to which it links, or which it is a part of, becomes subject to an Excluded License. An Excluded License is defined as one that requires, as a condition of license, use, modification, distribution or conveyance, that (i) the code be disclosed or distributed in source code form; (ii) others have the right to modify or create derivative works of it; or (iii) it becomes redistributable at no charge.
    6. now.gg retains all rights, title and interest (including patent rights, copyrights, trade secret rights and all other Intellectual Property Rights) towards the now.gg SDK and any Modifications and derivative works (by whomever produced) and all related documentation and materials thereto.
  3. TERM AND TERMINATION
    1. This Licensing Agreement shall remain in effect while the Customer Game is available via now.gg. The following sections of this Licensing Agreement will survive termination or expiration of this Agreement: Sections 2.f and 3.