Ragnarok License and Distribution Agreement - Gravity Corp. and Onsale Japan KK
RAGNAROK
LICENSE AND DISTRIBUTION AGREEMENT
THIS LICENSE AND DISTRIBUTION AGREEMENT (this "Agreement"), is made and entered
into on this 24th day of July, 2002, by and between GRAVITY CORPORATION, a
corporation duly organised and existing under the laws of the Republic of Korea
("KOREA") and having its offices at 6th Fl Shingu Bldg., 620-2, Shinsa-Dong,
Kangnam-Ku, Seoul, 135-894, Korea ("Licensor"), and ONSALE JAPAN K.K., a
corporation duly organised and existing under the laws of Japan and having its
offices at 1-53-6-7F, Hatusdai, Sibuya-ku, Tokyo, Japan ("Licensee").
RECITALS:
WHEREAS, Licensor has developed and possesses all rights in computer programs of
online game "Ragnarok" ("Game") and also possesses valuable know-how and
technical information on the installation, design, service and use of the Game;
WHEREAS, Licensee desires to enter into an exclusive license agreement with
Licensor pursuant to which Licensee will distribute and market the Game in the
territory specified below; and
WHEREAS, Licensor desires to grant such license to Licensee.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein and other good and valuable consideration, the Parties agree as follows:
ARTICLE 1.
DEFINITIONS
The terms defined in this Article shall have the meaning ascribed to them herein
whenever they are used in this Agreement, unless otherwise clearly indicated by
the context.
1.1 "Confidential Information" shall mean all materials, know-how, software or
other information including, but not limited to, proprietary information
and materials regarding a Party's technology, products, business
information or objectives, including the softwares for the Game and
Technical Information under this Agreement, which is designated as
confidential in writing by the providing Party or which is the type that
is customarily considered to be confidential information by persons
engaged in similar activities.
1.2 "End Users" shall mean the users of the Game through network game service
system established and operated by Licensee with individually assigned ID
numbers for each End User.
1.3 "Game" shall have the meaning stipulated in the recitals above, including
any modified or advanced version of the Game distributed by Licensor for
error correcting.
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updating or debugging purpose, under the same title. Any subtitled
version, series or sequel to the Game which may be developed or
distributed by Licensor after the execution of this Agreement shall be
clearly excluded from the scope of this Agreement.
1.4 "Intellectual Property" shall mean all patents, designs, utility models,
copyrights, know-how, trade secrets, trademarks, service mark, trade dress
and any other intellectual property rights in or related to the Game or
Technical Information.
1.5 "Japanese Version" shall mean the Game in Japanese language.
1.6 "Parties" and "Party" shall mean Licensor and Licensee, collectively and
individually, respectively.
1.7 "Servers" shall mean the servers established, installed and operated by
Licensee within the Territory only for the service of Game to End Users in
the Territory.
1.8 "Special Edition Package" shall mean the limited quantity of special
edition of the Game which contains the CDs for software, game manual and
other specially designed products in relation to the Game.
1.9 "Technical Information" shall mean the software, know-how, data, test
result, layouts, artwork, processes, scripts, concepts and other technical
information on or in relation to the Game and the installation, operation,
maintenance, service and use thereof.
1.10 "Territory" shall mean the territory of Japan.
ARTICLE 2.
GRANT OF LICENSE
2.1 Licensor hereby grants to Licensee, subject to the terms and conditions
contained in this Agreement, the exclusive, royalty-bearing and
non-transferable license (the "License") to service, use, promote,
distribute and market the Game to End Users and to use the Technical
Information for such purpose within the Territory.
2.2 The service, use, promotion, distribution and marketing of the Game under
this Agreement by Licensee shall be made only in Japanese language using
the Japanese Version in the Territory. Any service, use, promotion,
distribution and marketing of the Game outside the Territory and any use
of the Technical Information for any purpose other than performance under
this Agreement is strictly prohibited.
2.3 The service of the Game by Licensee shall be made only through the on-line
method (excluding mobile access) using the Servers. Without prior written
approval by Licensor, Licensee shall not manufacture, sell or distribute
the Game in any other form including CDs. Notwithstanding the foregoing,
Licensee may manufacture and distribute certain CDs for free of charge for
the purpose of promotion of the Game, provided that Licensee provides
Licensor with detailed information on all of its activities related to the
manufacture and distribution of such CDs, including without limitation the
number of such CDs manufactured and/or distributed.
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2.4 All of the rights on or in relation to the Game, except as granted under
this Agreement, including but not limited to the rights on the character
business of the Game, shall remain exclusively with Licensor.
ARTICLE 3
DELIVERY OF GAME
3.1 Subject to the terms and conditions of this Agreement, Licensor shall
provide Licensee with its full assistance and cooperation including
preparation of Japanese Version and providing technical assistance in
order for Licensee to launch its beta service of the Game in the Territory
no later than [August 10th, 2002] and its commercial service of the Game
in the Territory no later than [October 1st, 2002]. The Parties agree that
the above dates are the target dates for launching the beta service and
the commercial service of the Game, respectively, and those dates may be
changed based on market conditions by the mutual agreement of the Parties.
3.2 Once Licensee receives the Japanese Version and technical documents on the
Game (collectively "Delivery Materials") from Licensor, Licensee shall
perform its review and test promptly and inform Licensor of any defect
within thirty (30) days after receipt thereof. Licensee's failure to
inform within the designated period shall be regarded as acceptance by
Licensee, and any revision or modification of any of the Delivery
Materials which may be made by Licensor thereafter upon the request by
Licensee shall be at Licensee's sole expense.
3.3 The Game shall be serviced in the Territory only in the manner provided
under this Agreement. Licensee is strictly prohibited from any
modification, amendment or revision of any part of the Game including the
name of title and characters of the Game, without prior written approval
from Licensor.
ARTICLE 4
TECHNICAL ASSISTANCE
4.1 During the term of this Agreement, Licensor shall provide Licensee for
free of charge with technical assistance including software installation
and set-up, maintenance support, patch updates in connection with the Game
and the localization of the Game into Japanese language, provided that any
and all expenses actually incurred by any engineers dispatched by Licensor
for the technical assistance set forth above in this Section 4.1,
including, without limitation, their airfares and their lodging, food and
other general living expenses incurred during their stay at Licensee's
premises, shall be borne by Licensee.
4.2 Licensor shall, upon the request of Licensee, dispatch its engineers to
Licensee for installation of Servers and training of Licensee's personnel.
The total period of such technical assistance by the dispatched engineers
as set forth in the preceding sentence, excluding their travelling time,
shall not exceed [10] man days (based on 8 hours of work per engineer per
day), provided, however, that if the provision of such technical
assistance is delayed due solely to causes attributable to Licensor, the
period of such
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technical assistance may be extended by the duration of such delay. Any
further assistance through dispatch of Licensor's engineers shall be
determined by the mutual agreement of the Parties. After the period of
[10] man days of Licensor's initial dispatch of its engineers, salaries
for any Licensor's dispatched engineers for the period of dispatch shall
be paid by Licensee. Any and all expenses incurred by the engineers of
Licensor dispatched to Licensee pursuant to this Section 4.2, including,
without limitation, their business class airfares and their lodging, food
and other general living expenses incurred during their stay at Licensee's
premises, shall be borne by Licensee.
4.3 During the term of this Agreement, Licensor shall receive Licensee's
personnel in its office in Korea for training with respect to the
installation and service of the Game and the installation, maintenance and
operation of the Servers. The number of the trainees from Licensee shall
not exceed [3] persons at one time. The total period of training shall be
[7] man days (based on 8 hours of training per trainee per day), subject
to an adjustment by the mutual agreement of the Parties. All of the
expenses for travel, lodging, food and other general living expenses
incurred by such dispatched personnel of Licensee shall be borne by
Licensee.
4.4 Any further assistance may be rendered by Licensor upon mutual agreement
of the Parties.
4.5 Each Party shall be fully responsible for the behavior of and activities
performed by its employees and personnel during their stay at the other
Party's facilities.
ARTICLE 5
DEFECT & CORRECTION
5.1 In the event there are any defects found in the Game, the respective
responsible personnel of Licensor and Licensee shall promptly cooperate to
take necessary actions to cure such defects.
5.2 The Party who is found responsible for such defects shall bear the
expenses incurred in curing such defects, including without limitation the
cost of airfare, accommodation, and reasonable living expenses incurred by
the employees dispatched by the non-responsible Party to cure such
defects. If it is not clear which Party is responsible for such defects,
all cost and expenses incurred in curing such defects shall be equally
shared between the Parties.
5.3 If any End User claims a compensation for any loss or damages incurred due
to any defects of the Game, the Parties shall consult with each other in
good faith and equally share the liability for such compensation.
ARTICLE 6
PAYMENT
6.1 In consideration of the License and technical assistance granted under
this Agreement, Licensee shall pay to Licensor a monthly royalty in an
amount equal to forty percent
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[40%] of the total fees charged to such End Users. Such royalty shall be
paid within thirty (30) days after the end of each month, accompanied by
the detailed information on End Users for such month, provided, however,
that the royalty for the first month after the date of execution of this
Agreement shall be made within sixty (60) days after the end of such
month.
6.2 Any and all payment under this Agreement by Licensee to Licensor shall be
made in Japanese Yen and by wire transfer to the account designated by
Licensor or in such other method as may be mutually agreed between the
Parties.
6.3 In the event any payment is delayed by Licensee under this Agreement, a
default interest at a rate of [18] % per annum shall apply. For the
avoidance of doubt, Licensor's entitlement to such default interest
pursuant to this Section 6.3 shall not affect any other rights of Licensor
under this Agreement.
6.4 Subject to the other provisions of this Section 6.4, any and all taxes,
including the sales tax, value added tax, income tax and any other taxes
on any payment made under this Agreement shall be borne by Licensor or
Licensee, respectively, according to the government which levies such tax.
Licensee shall be responsible for payment of any and all such taxes levied
by the government of Japan, and Licensor shall be responsible for payment
of any and all such taxes levied by the government of Korea.
Notwithstanding the above, any withholding tax levied under the laws of
Japan on any payment made to Licensor under this Agreement shall be paid
first by Licensee, and with a prior written notice to Licensor, Licensee
shall then deduct the amount of such withholding tax from the relevant
payment made to Licensor under this Agreement. In such case, Licensee
shall promptly provide Licensor with the tax payment certificate issued by
the relevant tax authorities of Japan.
ARTICLE 7
SPECIAL EDITION PACKAGE
7.1 Licensee may produce, distribute and market the Special Edition Packages
of the Game in the Territory up to a certain limited number mutually
agreed between the Parties. The Parties hereby agree that the number of
the initial Special Edition Packages shall be 20,000 ("Initial Special
Edition Packages").
7.2 All of the profits earned from Licensee's production and sale of the
Initial Special Edition Packages shall be exclusively owned by Licensee,
unless Licensee fails to pay any amount to Licensor under the terms of
this Agreement.
7.3 All of the profits earned from Licensee's production and sale of any
Special Edition Packages other than the Initial Special Edition Packages
shall be equally shared between the Parties. For the purposes of this
Article 7, the profit from the Special Editions Packages shall be the
total sales revenue of Special Edition Package less the cost of
manufacture, packaging, advertisement and relevant taxes.
ARTICLE 8
REPORT & AUDIT
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8.1 Licensee shall provide Licensor with all the information on the
development of its business in relation to the Game. Without limiting the
foregoing, Licensee shall inform Licensor promptly after its launch of the
beta service and the commencement of the commercial service of the Game.
8.2 Licensee shall provide Licensor with a monthly report (the "Monthly
Report") in writing on its business activities in relation to the Game
including but not limited to the list of End Users, the fees charged by
Licensee, sale revenue of the pertinent month including the sale of the
Special Edition Package, advertising activities and the expenses therefor,
complaints received from End Users and market trends in the Territory.
8.3 Licensee shall keep all of its record, contractual and accounting
documents and company documents in relation to its business and activities
under this Agreement in its offices, during the term of this Agreement and
for two (2) years after the expiration or termination of this Agreement.
8.4 During the term of this Agreement and two (2) years after the expiration
or termination thereof, Licensor may by itself or through an accountant
designated by Licensor investigate and audit all of the company documents
of Licensee with respect to its Game business. For this purpose, Licensor
may request Licensee to produce the relevant documents, and may visit
Licensee's office and make copies of Licensee's documents. Licensee shall
provide all assistance and co-operation required by Licensor for such
investigation and audit. All expenses incurred for such investigation and
audit shall be borne by Licensor unless such investigation and audit
reveals underpayment by 5% or greater of the required royalty amount, in
which case Licensee shall bear all expenses for such investigation and
audit and shall also promptly pay to Licensor the unpaid amount together
with [18] % default interest thereon.
ARTICLE 9
ADVERTISING
9.1 Licensee shall exert its best efforts to advertise, promote and perform
marketing activities on the Game in the Territory.
9.2 For the advertising of the Game in the Territory, Licensee agrees to spend
no less than [Eighty million Yen (Y80,000,000)] for the initial period of
twelve months after the execution of this Agreement in the Territory and
another [Eighty million Yen (Y80,000,000)] for the subsequent period of
twelve months. Licensee shall provide Licensor with detailed information
on Licensee's advertising activities every month in the Monthly Reports as
stipulated in Article 8.2. In addition, Licensee shall provide Licensor
with a separate advertisement report on June 30 and December 31 of each
year covering the preceding 6 months' period.
9.3 Licensor will provide Licensee with samples of the marketing and
promotional materials for the Game which have been or will be produced and
used by Licensor during the term of this Agreement. For the marketing and
advertising materials for
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use in the Territory, Licensee shall provide Licensor with samples thereof
and shall obtain Licensor's written approval prior to Licensee's actual
use of such advertising materials. Licensor's failure to respond within
seven (7) days after receipt of such samples of advertising material shall
be deemed as approval of such advertising materials.
9.4 All of the copyright on the marketing and advertising materials produced
or used by Licensee on the Game ("Advertising Materials") shall be
exclusively owned by Licensor, and Licensee shall not use any
Advertising Materials in a manner outside the scope of this Agreement. For
the effectiveness of this provision, Licensee hereby assign all of its
right on such Advertising Materials to Licensor.
ARTICLE 10
OTHER OBLIGATION
10.1 Licensee shall exert its best efforts to supply, distribute and sell the
Game in the Territory.
10.2 Licensee shall be solely responsible for service, use, promotion,
distribution and marketing of the Game in the Territory, and Licensor
shall not be responsible for any of such activities unless stipulated
otherwise in this Agreement.
10.3 Licensee shall provide full and comprehensive technical support to End
Users to assist in their use of the Game, including but not limited to
Licensee's maintaining 24-hour technical contact window, on-line customer
services, sufficient outbound bandwidth and circuits for operating
business under this Agreement, and game servers required for on-line game
operation.
10.4 Licensee shall conform to all laws and regulations of the Territory in its
service, use, promotion, distribution and marketing of the Game in the
Territory.
10.5 Licensee shall provide a prior written notice to Licensor in the event
Licensee intends to change its marketing strategies, including budget,
advertising, marketing, promotional materials, product packaging and etc.,
price policies relating to the Game, and other important policies.
10.6 Licensee shall purchase three (3) server sets from Licensor within seven
(7) days after the date of execution of this Agreement on such terms as
may be mutually agreed between the Parties.
10.7 Licensee shall indemnify and hold harmless Licensor and its officers and
employees from any kind of losses, costs, expenses or liabilities,
including reasonable attorneys' fees resulting from any claim by a third
party on or in relation to Licensee's service, use, promotion,
distribution and marketing of the Game, provided that Licensor (a)
promptly notifies Licensee of such claim; (b) allows Licensee to control
the defence of such claim and/or any related settlement negotiations; and
(c) provides any reasonable assistance requested by Licensee in connection
with such claim.
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ARTICLE 11
INTELLECTUAL PROPERTY
11.1 Technical Information shall be exclusively owned by Licensor, and this
Agreement shall not grant Licensee or permit Licensee to exercise any
right or license on the Intellectual Property except for the License
granted under this Agreement. Licensee shall not obtain or try to obtain
any registered industrial property or copyright on any of the Intellectual
Property of Licensor regardless of the territory and exploitation area.
11.2 Licensor hereby represents and warrants that Licensor has a legal and
valid right to grant the rights and licenses under this Agreement to
Licensee and that the Game and Technical Information do not violate or
infringe any patent, copyright and trademark of any third party in Korea.
11.3 Licensor agrees to indemnify and hold harmless Licensee from any kind of
losses, costs, expenses or liabilities, including reasonable attorneys'
fees and costs of settlement, resulting from any claim by a third party
upon Licensor's breach of Section 10.2; provided that Licensee (a)
promptly notifies Licensor of such claim; (b) allows Licensor to control
the defense of such claim and/or any related settlement negotiations; and
(c) provides any reasonable assistance requested by Licensor in connection
with such claim.
ARTICLE 12
LIMITATION OF LIABILITY
12.1 EXCEPT FOR THE WARRANTY AND INDEMNIFICATION OBLIGATIONS SET FORTH IN
SECTIONS 11.2 AND 11.3 ABOVE, LICENSOR MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, CONCERNING THE GAME INCLUDING BUT NOT LIMITED TO ITS
MERCHANTABILITY, AND THE GAME IS LICENSED HEREUNDER "AS IS".
12.2 IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT,
CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, WHETHER BASED ON
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER
OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
12.3 THE AGGREGATE LIABILITY OF LICENSOR UNDER OR RELATING TO THIS AGREEMENT
WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR
OTHERWISE, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF THE
PAYMENTS MADE BY LICENSEE DURING THE PRECEDING PERIOD OF [6] MONTHS.
ARTICLE 13
CONFIDENTIALITY
13.1 All Confidential Information disclosed by either Party under this
Agreement shall be maintained in confidence by the receiving Party and
shall not be used for any purpose
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other than explicitly granted under this Agreement. Each Party agrees that
it shall provide Confidential Information received from the other Party
only to its employees, consultants and advisors who need to know for the
performance of this Agreement. The receiving Party shall be responsible
for any breach of this Article by its employees, consultant and advisors.
13.2 The confidential obligation shall not apply, in the event that it can be
shown by competent documents that the Confidential Information:
(a) becomes published or generally known to the public before or after
the execution of this Agreement without any breach of this Agreement
by any Party;
(b) was known by the receiving Party prior to the date of disclosure to
the receiving Party;
(c) either before or after the date of disclosure is lawfully disclosed
to the receiving Party by a third party who has no confidential
obligation for such information;
(d) is independently developed by or for the receiving Party without
reference to or reliance upon the Confidential Information; or
(e) is required to be disclosed by the receiving Party in accordance
with the applicable laws and orders from the government or court;
provided that, in this case, the receiving Party shall provide prior
written notice of such disclosure to the providing Party and takes
reasonable and lawful actions to avoid and/or minimize the degree of
such disclosure.
ARTICLE 14
TERM
14.1 This Agreement shall become effective on the date of execution of this
Agreement and, unless terminated earlier in accordance with this
Agreement, shall remain in effect until August the 31st, 2004.
14.2 No later than four (4) months prior to the expiration of this Agreement,
Licensor shall give Licensee the first right of negotiation for a period
of sixty [60] days for re-execution of a license agreement for an
additional term of one [1] year ("Renewed Term") for the Game. The above
provision shall apply at the expiration of each Renewed Term. If no
agreement in writing is made between the Parties for renewal or
re-execution of a license agreement during such period, this Agreement
shall expire without any further extension or renewal.
ARTICLE 15
OTHER BUSINESS
If Licensor wishes to start any business (i) selling, merchandising or otherwise
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commercializing characters of the Game, (ii) publishing books or other materials
on or in relation to the Game, or (iii) servicing the subtitled version, series
or sequel of the Game, Licensor shall give Licensee the first right of
negotiation for a period of thirty (30) days before starting such business for
the purpose of granting license to conduct such business in the Territory.
ARTICLE 16
TERMINATION
16.1 This Agreement may be terminated upon the mutual agreement of the Parties.
16.2 Each Party shall have the right to immediately terminate this Agreement:
(a) upon written notice to the other Party in the event of the other
Party's material breach of this Agreement and such breach shall
continue for a period of thirty (30) days after the breaching
Party's receipt of written notice setting forth the nature of the
breach or its failure to perform and the manner in which it may be
remedied;
(b). if the other Party or its creditors or any other eligible party
files for its liquidation, bankruptcy, reorganization, composition
or dissolution, or if the other Party is unable to pay any kind of
debts as they become due, or the creditors of the other Party have
taken over its management; or
(c) in accordance with Section 17.2 below.
16.3 Notwithstanding Section 16.2, Licensor may immediately terminate this
Agreement upon a written notice to Licensee:
(a) if the monthly royalty as set forth in Section 6.1 above for each
month is not paid by the due date set forth therein;
(b) if the beta service of the Game is not commenced in the Territory by
September 1, 2002;
(c) if the commercial service of the Game is not commenced in the
Territory by December 1, 2002 unless such failure has been caused by
Licensor; or
(d) if the service of the Game in the Territory is stopped, suspended,
disconnected or disrupted for more than ten [10] days in total
during the term of this Agreement due to intentional or unilateral
causes attributable to Licensee.
16.4 Upon the effective date of such termination, all rights granted to
Licensee hereunder shall immediately cease and shall revert to Licensor,
and Licensee shall immediately cease servicing of the Game and return to
Licensor any and all softwares, Technical Documents and other materials or
information provided by Licensor to Licensee under this Agreement.
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16.5 No termination of this Agreement shall affect the Parties' rights or
obligations that were incurred prior to the termination. The expiration or
termination of this Agreement shall not affect the effectiveness of
Articles 8, 11, 12, 13, 16.4 and 18 which shall survive the expiration or
termination of this Agreement.
ARTICLE 17
FORCE MAJEURE
17.1 Notwithstanding anything in this Agreement to the contrary, no default,
delay or failure to perform on the part of either Party shall be
considered a breach of this Agreement if such default, delay or failure to
perform is shown to be due entirely to causes beyond the reasonable
control of the Party charged with such default, delay or failure,
including, without limitation, causes such as strikes, lockouts or other
labor disputes, riots, civil disturbances, actions or inactions of
governmental authorities or suppliers, epidemics, war, embargoes, severe
weather, fire, earthquake, acts of God or the public enemy.
17.2 If the period of such default, delay or failure to perform as set forth
above in Section 17.1 exceeds thirty [30] days from the initial
occurrence, the Party who is not affected from such force majeure event
shall have the right to terminate this Agreement with a written notice to
the other Party.
ARTICLE 18
GENERAL PROVISIONS
18.1 Neither Party's rights, duties or responsibilities under this Agreement
may be assigned, delegated or otherwise transferred in any manner, without
prior written consent of the other Party.
18.2 It is understood and agreed by the Parties hereto that this Agreement does
not create a fiduciary relationship between them, that Licensee shall be
an independent contractor, and that nothing in this Agreement is intended
to constitute either Party an agent, legal representative, subsidiary,
joint venturer, employee or servant of the other for any purpose
whatsoever.
18.3 If any kind of notices, consents, approvals, or waivers are to be given
hereunder, such notices, consents, approvals or waivers shall be in
writing shall be properly addressed to the Party to whom such notice,
consent, approval or waiver is directed, and shall be either hand
delivered to such Party or sent by certified mail, return receipt
requested, or sent by Fed, Ex, DHL or comparable international courier
service, or by telephone, facsimile or electronic mail (in either case
with written confirmation in any of the other accepted forms of notice) to
the following addresses or such addresses as may be furnished by the
respective Parties from time to time:
If to Licensor.
Attention: Yeok-rae Kim
6th Fl. Shingu Bldg., 620-2, Shinsa-Dong, Kangnam-Ku, Seoul, 135-
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894, Korea
Fax: +82-2-3442-7097
If to Licensee
Attention: Kazuki Morishita
1-53-6-7F, Hatsudai, Shibuya-ku, Tokyo 151-0061 Japan
Fax:+81-3-5334-6171
18.4 No course of dealing or delay by a Party in exercising any right, power,
or remedy under this Agreement shall operate as a waiver of any such
right, power or remedy except as expressly manifested in writing by the
Party waiving such right, power or remedy, nor shall the waiver by a Party
of any breach by the other Party of any covenant, agreement or provision
contained in this Agreement be construed as a waiver of the covenant,
agreement or provision itself or any subsequent breach by the other Party
of that or any other covenant, agreement or provision contained in this
Agreement.
18.5 This Agreement, including all exhibits, addenda and schedules referenced
herein and attached hereto, constitutes the entire agreement between the
Parties hereto pertaining to the subject matters hereto and supersedes all
negotiations, preliminary agreements, and all prior and contemporaneous
discussions and understandings of the Parties in connection with the
subject matters hereof.
18.6 This Agreement shall be written in Korean, Japanese and English and all
disputes on the meaning of this Agreement shall be resolved in accordance
with English version of this Agreement.
18.7 This Agreement may be amended only upon the execution of a written
agreement between Licensor and Licensee which makes specific reference to
this Agreement.
18.8 This Agreement shall be governed by and construed in accordance with the
laws of Korea.
18.9 Any controversy or claim arising out of or in relation to this Agreement
shall be finally settled by arbitration in Korea. The arbitration shall
be conducted before three arbitrators in accordance with the Rules of
Arbitration and Conciliation of the International Chamber of Commerce then
in effect. The Parties shall be bound by the award rendered by the
arbitrators and judgement thereon may be entered in any court of competent
jurisdiction. Any award rendered by the arbitrators shall be final, and
the Parties shall not have any right of appeal.
18.10 If any section, subsection or other provision of this Agreement or the
application of such section, subsection or provision, is held invalid,
then the remainder of the Agreement, and the application of such section,
subsection or provision to persons or circumstances other than those with
respect to which it is held invalid shall not be affected thereby.
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IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year
first above-written.
GRAVITY CORPORATION.
By: /s/ Jung-Ryool Kim
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Name: Jung-Ryool Kim
Title: Chairman
ONSALE JAPAN K.K.
By: /s/ Taizo Son
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Name: Taizo Son
Title: C.E.O.
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