EX-4.51 EXCLUSIVE RAGNAROK ONLINE 2 LICENSE






Exhibit 4.51




EXCLUSIVE RAGNAROK ONLINE 2

LICENSE AND DISTRIBUTION AGREEMENT




THIS EXCLUSIVE RAGNAROK ONLINE 2 LICENSE AND DISTRIBUTION AGREEMENT (hereinafter referred to as
“Agreement”) is made and entered into on this 15th day of October, 2007 (hereinafter
referred to as “Effective Date”), by and between Gravity Co.,Ltd (hereinafter referred to as
“Licensor”) a corporation duly organised and existing under the laws of the Republic of Korea
(hereinafter referred to as “Korea”) and having its offices at 825-2 Yeoksam-Dong, Meritz Tower
14F, Kangnam-Gu, Seoul, Korea (hereinafter to as “Korea”)and PT. LYTO DATARINDO FORTUNA., a
corporation having its principal place of business at Cyber Building 1st floor, JI,
Kuningan Barat No. 8 Jakarta 12710, Indonesia (hereinafter called “Licensee”).



RECITALS:





WHEREAS, Licensor has developed and owns all rights in computer programs of online game “Ragnarok
Online 2” (“Game”);




WHEREAS, Licensee desires to enter into an exclusive license agreement with Licensor pursuant to
which Licensee will make the Game available to players in the Territory specified below; and




WHEREAS, Licensor desires to grant such license to Licensee under the mutual terms and conditions
herein below specified.



AGREEMENT




NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other
good and valuable consideration, the parties hereto 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	 	“Agreement” shall have the meanings set forth in the introductory section of this agreement,
and all annexes, amendments and supplements hereto.
	 
	1.2	 	“Licensor” shall mean Gravity Co., Ltd.
	 
	1.3	 	“Licensee” shall mean PT. LYTO DATARINDO FORTUNA.
	 
	1.4	 	“Confidential Information” shall mean all materials, know-how, software or other similar
types of information including, but not limited to, proprietary information and




 









 






	 	 	materials regarding a Party’s technology, products, business information or objectives,
including the software for the Game and Technical Information as defined in this Agreement, as
well as all information 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.
	 
	1.5	 	“End Users” shall mean the users of the Game through a network game service system
established and operated by Licensee with individually assigned ID Numbers for each End User.
	 
	1.6	 	“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, 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.
	 
	1.7	 	“ID Number” shall mean an identification number assigned to each End User, with which such
End User can access and use the network game service system established and operated by
Licensee.
	 
	1.8	 	“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.
	 
	1.9	 	“Local Language” shall mean the Indonesian.
	 
	1.10	 	“Local Version” shall mean the Game provided in the Local Language.
	 
	1.11	 	“Parties” and “Party” shall mean Licensor and Licensee, collectively, individually, and
respectively.
	 
	1.12	 	“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.
	 
	1.13	 	“Service-Sales Amount” shall mean the total service-sales amount that has been paid by End
Users for the Game, including the amounts paid by way of prepaid card, and calculated by the
billing system with the deduction of the Wholesaler-Discounts granted under this Agreement.
	 
	1.14	 	“Prepaid Cards” shall mean the tangible or intangible cards containing a unique code or
other unique identifying information purchased by End Users to access the Game, as generated
by Licensee in its sole and exclusive discretion.
	 
	1.15	 	“Wholesaler-Discounts” shall mean the discounts which are allowed by Licensee to wholesalers
in the Game market; provided, however, that (i) if the payment by End Users is made by way of
off-line prepaid card through a conventional sales channel, including but not limited to
computer game rooms, computer stores, convenient stores, Wholesaler-Discounts granted to any
wholesaler shall not exceed thirty percent (30%) of the amount of such off-line prepaid card,
(ii) if the payment by End Users is made by way of on-line prepaid card through an online
sales channel, including but not limited to




 









 






	 	 	internet home shopping malls, Wholesaler-Discounts granted to any wholesaler shall not exceed
fifteen percent (15%) of the amount of such on-line prepaid card, and (iii) if the payment by
End Users is made through neither a conventional sales channel nor an online sales channel,
the rate of Wholesaler-Discounts shall be determined by mutual agreement between Licensor and
Licensee.
	 
	1.16	 	“Billing System” shall mean the calculation computer program to be installed in necessary
units of computers of the Licensee in order to calculate the Service Sales Amount.
	 
	1.17	 	“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.
	 
	1.18	 	“Daily Average Concurrent User” shall mean the average number between highest number and
lowest number of the users logged simultaneously in the Game daily in the Territory.
	 
	1.19	 	“Territory” shall mean the territory of Indonesia.





Article 2

Grant of License





	2.1	 	The Licensor hereby grants to the Licensee, and the Licensee hereby accepts from the
Licensor, under the terms and conditions set forth in this Agreement, a non-transferable,
exclusive and royalty-bearing license within the Territory which shall be irrevocable during
the period of this Agreement so long as Licensee maintains in substantial compliance with the
material terms hereof, to do any or all of the following:






	 	(1)	 	To maintain and operate the Game within the Territory, and to grant
Subscriptions to Subscribers to access the Game within the Territory;
	 
	 	(2)	 	To reproduce, in object code form only, and to market, distribute and sell
to Subscribers or potential Subscribers, the Client Software in CD-Rom medium format
or through the Internet; and
	 
	 	(3)	 	To generate, market, promote, sell and distribute Prepaid Cards in
accordance with market demands.






	2.2	 	The Licensee acknowledges and agrees that it has no rights or claims of any type to the Game
except such rights granted by this Agreement, and the Licensee irrevocably waives and releases
any claim to title and ownership rights (including trade secret and copyright ownership) in
the Game.
	 
	2.3	 	Unless explicitly approved in writing by the Licensor, the Licensee shall have no right to
sublicense the rights granted under Article 2




 









 






	2.4	 	Licensee is permitted to appoint sub-distributors to market, promote, sell and distribute the
client software in CD-Rom medium and the Prepaid Cards for the Locals Service, provided that
Licensee agrees to be responsible for each sub-distributor’s compliance with all of the terms
and conditions contained herein applicable to Licensee. Licensee will not knowingly appoint
the sub-distributors who intend or are likely to resell them outside the Territory.
	 
	2.5	 	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 the purpose contemplated in
this Agreement are strictly prohibited and result in breach to this Agreement.
	 
	2.6	 	Licensee shall provide Game services only by way of the PC on-line method (excluding mobile
access) using the Servers. However, in consideration of the current level of development of
information technology in the Territory, which primarily operates on a narrow-band basis,
Licensee shall be allowed to make Game services available by use of its own available
equipment. Licensor shall provide Licensee detailed technical specifications for the hardware,
software, and network connections required for the Game. Both Parties shall use commercially
reasonable efforts to modify and upgrade the foregoing technical specifications so as to
optimize the performance of the Game within the Territory.
	 
	2.7	 	The Game shall be serviced, promoted, distributed and marketed under the titles, trademark,
character names and other names of the Game (“Title”) as originally created and used by
Licensor, and/or as modified herein pursuant to the terms of Section 2.7. Notwithstanding the
foregoing, if a change to any of the foregoing Titles is required as a result of any special
lingual or social circumstance of the Territory, the Parties shall decide and use a new Title
(“New Title”) for the Game. All of the rights in or to the Title and New Title shall be
exclusively owned by Licensor and Licensee shall not use any such Title or New Title in a
manner that falls outside the scope of this Agreement without the prior written approval of
Licensor.
	 
	2.8	 	All of the rights in or to the Game, except as granted under this Agreement, including but
not limited to the rights to the character business of the Game, shall remain exclusively with
Licensor. However, Licensor will grant to Licensee the right of first negotiation for a period
of sixty (60) days from Licensor’s decision to do so, the right to produce and/or sell and
distribute in the Territory merchandise relating to the Game, including, but not limited to,
character dolls, reproductions of the characters in collaterals, and other similar types of
toys, gifts, collectibles, and other types of durable merchandise, as well as such other
accessories, under a separate merchandising agreement. Such right of first negotiation shall
include the right of Licensee to match any reasonable and bona fide offer received by Licensor
from any third party.





Article 3

Delivery of Game and Localization





	3.1	 	Subject to the terms and conditions of this Agreement, Licensor shall provide Licensee with
its reasonable assistance and cooperation, including preparation of the Local Version and
providing technical assistance, in order to enable a launch of the beta service and commercial
service of the Game in the Territory.




 









 






	3.2	 	Licensor shall deliver to Licensee all localization materials, including game texts, scripts,
manual texts, documentation, marketing materials and/or image (the “Localization Materials”)
for the Game in English language as needed for Licensee to localize the Game into Local
Language for the exploitation of the Game within the Territory.
	 
	3.3	 	Upon receipt of the Localization Materials, Licensee shall, at its own expense, perform
translation and/or recordings of the Localization Materials into the Local Language to cope
with the reasonable satisfaction of Licensor (“Translations”). The Translations shall be made
faithfully and accurately, shall be of good quality and shall consist of the whole of the
textual, graphical and audio material provided in the Localization Materials, without
alteration, abridgment, or supplement, unless Licensee has received the express written
consent of Licensor approving such modification.
	 
	3.4	 	In case the Translations or contents of the Game requires modification because it may contain
false, misleading, fraudulent, libelous or obscene matter or other matter which is unlawful or
which will give rise to a criminal or civil cause of action and/or will otherwise be
considered obscene, inappropriate, or offensive to the sensibilities of the subscribers
located in the Territory due to cultural morals and norms, Licensee shall inform Licensor of
such required modifications and the reasons therefore and Licensor shall consent to such
modifications so long as such modifications do not materially change the original work and/or
concept.
	 
	3.5	 	Approval: Licensor reserves the right to approve the Translations before integration
pursuant to Article 3.7 below. Licensee will submit the Translations to Licensor for review.
Licensor shall then provide, within a reasonable amount of time, its acceptance or comments
detailing modifications to the Translations, and Licensee shall effect any modifications
directed by Licensor and, as soon as reasonably practicable, shall re-submit the new
Translations for approval by the Licensor and the above approval procedure shall be repeated
until such items are approved by the Licensor.
	 
	3.6	 	Expenses: All costs and expenses arising from the performance of Licensee’s
obligations in this Article 3 shall be borne by Licensee, including the costs of compensating
all translators. Licensee agrees to obtain from all translators proper written grants of all
rights to their works.
	 
	3.7	 	Schedule to service: Korean version shall be provided within the date the parties
mutually agree. The close beta test of the Game shall commence not later than ninety (90) days
from acceptance of the Final Reviewed Local Language Version of the close beta Client CD.
Licensee shall commence the open beta test not later than ninety (90) days from the date of
launch of the close beta test. Licensee shall launch the commercial service of the Game in the
Territory within One Hundred and Twenty (120) days from the date of launch of the open beta
test of the Game provided that Licensor shall use its best efforts to correct all defects and
bugs detected in the Game during the beta service. The Parties agree to cooperate with each
other and exert their best efforts to launch the services of the Game. The above target dates
for launching the services of the Game may be changed by mutual agreement between the Parties.




 









 






	3.8	 	The Game shall be serviced in the Territory only in the manners permitted by Licensor under
this Agreement. Licensee shall be strictly prohibited from any modification, amendment or
revision of any part of the Game including the title of the Game and the name of the
characters in the Game, without the prior written approval of Licensor.
	 
	3.9	 	 Billing System: Licensee’s Billing System must be tested, analyzed and approved by
Licensor prior to be used in the Game. If the Licensee’s Billing System is considered suitable
for the Game by Licensor, such Billing System shall be applied to the Game. If Licensee’s
Billing System has unavoidable or other serious technical conflicts against the Game and may
cause serious problem for the Game service, Licensee shall agree to use a Billing System
recommended by Licensor for the purpose to mutually manage the local billing transparently.
Upon Licensee’s request, Licensor shall send its billing account manager to synchronize
Billing System with the Game and incurring expense for this procedure shall be borne by
Licensor. Licensee shall approve the real-time access of Licensor to the Billing System under
this Agreement.





Article 4

Installation and Technical Support





	4.1	 	Technical Support: During the term of this Agreement, Licensor shall provide
Licensee with the installation and maintenance assistance and support as needed and requested
by Licensee, sufficient enough to enable the Licensee to provide and maintain high-quality
service for the Game. This assistance shall include, but not limited to, software installation
and set-up, maintenance support, patches and updates used by the Game software, reasonable and
appropriate support and assistance the localization of the Game into the Local Version,
training Licensee’s personnel in respect of the maintenance and operation of the software for
the Game provided that, any and all expenses actually incurred by any engineers dispatched by
Licensor to perform the above installation and maintenance assistance in this Section 4.1,
including, without limitation, lodging, and other general living expenses incurred during
their stay at Licensee’s premises, shall be borne by Licensee.
	 
	4.2	 	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 software for the
Game and the installation, maintenance and operation of the Servers upon Licensee’s request.
The number of the trainees from Licensee shall not exceed three (3) persons at one time and
the total period of training shall not exceed seven (7) man-days (based on eight (8) hours of
training per trainee per day) per person sent, unless otherwise agreed in writing by Licensor.
All of the expenses for travel, lodging, food and other general living expenses incurred by
such sent personnel of Licensee shall be borne by Licensee. Engineers sent by Licensor to
Licensee shall provide training to any local staff if necessary.
	 
	4.3	 	Any further assistance may be rendered by Licensor upon mutual agreement of the Parties
lasted until the end of commercial service of the Game.
	 
	4.4	 	Technical Support Personnel: Licensor agrees to send two (2) technical support




 









 






	 	 	personnel to perform maintenance service in Licensee’s office prior to the commencement of the
close beta test of the Game in the territory. Licensee agrees to reimburse Licensor in the
actual amount incurred for the followings:






	 	•	 	Annual Salary of US$48,000 for two dispatched Technical Support Personnel,
which is monthly salary of US$2,000 per person. The payment shall be made upon
Licensor’s written monthly invoice.
	 
	 	•	 	Daily allowance of US$30 for each dispatched Technical Support Personnel.

	 
	 	•	 	Accommodation for the dispatched Technical Support Personnel.
	 
	 	•	 	Traveling Cost including all Round-Trip Airfare from Licensee to Licensor office for the
dispatched Technical Support Personnel
	 
	 	•	 	Mobile Phone communication charge within the boundary set by the Licensee.
	 
	 	•	 	Duration of stay for the dispatched Technical Support Personnel shall last until the end
of the Game’s commercial service or after receiving the request from the Licensee, both
parties shall decrease the dispatched Technical Support Personnel under the mutual
agreement.





Article 5

Payment and Taxes





	5.1	 	License Fee
	 
	 	 	Licensee shall pay to Licensor a non-recoupable and non-refundable license fee (“License Fee”)
in the amount of Five Hundred Thousand United States Dollars (US$500,000) in accordance with
the following schedule and subject to the terms of this Agreement:






	 	 	 	Within Fourteen (14) calendar days of the Effective Date and Licensee’s receipt of a
written invoice in such amount from Licensor, the sum of One Hundred Thousand US$
(US$100,000).
	 
	 	 	 	Within Fourteen (14) calendar days after the commencement of the opening beta test and
Licensee’s receipt of a written invoice in such amount from Licensor, the sum of One
Hundred Thousand US$ (US$100,000).
	 
	 	 	 	Within Fourteen (14) calendar days after the commencement of the commercialization service
of the Game and Licensee’s receipt of a written invoice in such amount from Licensor, the
sum of One Hundred Fifty Thousand US$ (US$150,000).
	 
	 	 	 	Within Ninety (90) calendar days after the commencement of the commercialization service
of the Game and Licensee’s receipt of a written invoice in such amount from Licensor, the
sum of One Hundred Fifty Thousand US$(US$150,000).






	5.2	 	Minimum Guaranteed Payment




 









 






	 	 	Licensee shall pay to Licensor a non-refundable, non-recoupable sum of Four Hundred Thousand
United States Dollars (US$400,000) as a Minimum Royalty (hereinafter referred to as “the MG
Payment”) in eight (8) installments as follows :






	 	(1)	 	USD 50,000: within Fourteen (14) calendar days after the commencement of the
the Commercial Service of the Game
	 
	 	(2)	 	USD 50,000: within Fourteen (14) calendar days after the last day of every 3 months from commencement of the Commercial Service of the Game






	 	 	The Royalty Payment described in Section 5.3 shall be deemed as fully paid until the
accumulated Royalty Payment reaches the amount of the accumulated MG Payment paid to Licensor.
For the avoidance of doubt, Licensee shall only pay the balance between the accumulated
Royalty Payment and the accumulated MG Payment paid to Licensor if the accumulated Royalty
Payment until a specific quarter period goes beyond the accumulated MG Payment paid to
Licensor by then.
	 
	5.3	 	Royalty Payment and Report






Upon Licensee’s receipt of Licensor’s written invoice, Licensee shall pay to Licensor as Royalty
Payments Thirty percent (30%) of the Service-Sales Amount paid by End Users during the commercial
period of this Agreement. Subject to Article 5.4 below, the Royalty Payment shall be paid by
Licensee on a monthly basis within Twenty (20) days after the end of the applicable month. The
Royalty Payment shall be deemed made upon presentation by Licensee of remittance confirmation or
notice to Licensor of payment. Unless Licensor actually receives the remitted amount, the Royalty
Payment shall not be deemed to have been paid. Licensee may not set-off the Royalty Payment against
any claims Licensee may have against the Licensor. Licensee shall also provide Licensor with a
report (“Royalty Report”) on a monthly basis within Fifteen (15) days after the end of the
applicable month. Each Royalty Report shall contain detailed information concerning the calculation
of Gross-Sales Amount for the applicable month.




	5.4	 	Manner of Payment: Any and all payments under this Agreement by Licensee to Licensor
shall be made in US Dollars (USD) and by wire transfer to any bank account designated by
Licensor.
	 
	5.5	 	Interest: In the event any payment is not made by Licensee within the due date
described in this Agreement, a default interest at the rate of eighteen percent (18%) per
annum of the actual amount of the delayed payment shall be applied. For the avoidance of
doubt, Licensor’s entitlement to such Default Interest pursuant to this Section 5.5 shall not
affect any of the other rights of Licensor under this Agreement.
	 
	5.6	 	Taxes: Any and all taxes including the sales tax, value added tax, income tax on any
payment to Licensor under this Agreement shall be borne by Licensee, provided, however, if any
government in the Territory requires Licensee to withhold the income or other tax on the
payment to Licensor, Licensee is allowed to withhold such tax no more than ten percent (10%)
from such payments only if Licensor is entitled to receive such payments as a tax credit under
the relevant laws of Korea or any existing tax treaty




 









 






	 	 	between the respective countries of operation of Licensor and Licensee. In the event that any
amount is withheld for the tax payment under this Article 5.6, Licensee shall promptly inform
Licensor of such payment and provide Licensor with a certification issued by the relevant tax
authorities with respect to the relevant payment. Any withholding tax in excess of the
aforesaid limit shall be borne by Licensee, and Licensee shall not deduct such withheld amount
from the actual payment amount.





Article 6

Report & Audit





	6.1	 	Licensee shall provide Licensor with all relevant and non-privileged information pertaining
to on the development of its business in relation to the Game. Without limiting the generality
of the foregoing, Licensee shall inform Licensor promptly in the event of its launch of the
beta service or the commercial service of the Game.
	 
	6.2	 	Licensee shall provide Licensor with a monthly report (the “Monthly Report”) within fifteen
(15) days after the end of the applicable month in writing on its business activities in
relation to the Game, including, but not limited to, the number of End User, the fees charged
by Licensee, the total service amounts for the pertinent month, advertising activities and the
expenses therefore, complaints received from End Users and market trends in the Territory.
	 
	6.3	 	Licensee shall keep all of their records, including all contractual, accounting documents,
company related documents in relation to its business and other activities related to this
Agreement in its principal offices during the term of this Agreement and for not less than
five (5) years after the expiration or termination of this Agreement.
	 
	6.4	 	During the term of this Agreement and for five (5) years after the expiration or termination
hereof, Licensor may by itself or through an accountant designated by Licensor investigate and
audit the accounting documents of Licensee with respect to its Game business upon fourteen
(14) days prior written notice to Licensee. For this purpose, Licensor may request Licensee to
produce 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 at no cost to Licensee.
	 
	6.5	 	All expenses incurred for such investigation and audit shall be borne by Licensor.
	 
	6.6	 	If such investigation and audit reveals underpayment by greater than five percent (5%) of the
annual Royalty Payment amount, Licensee shall bear all expenses for such investigation and
audit and shall immediately pay to Licensor the unpaid amount together with a per annum
default interest thereon equivalent to 18% percent thereof. In the event of Licensee’s
understatement of the Royalty Payment amount without any justifiable reasons, Licensor shall
be entitled to terminate this Agreement pursuant to Section 13.3(b) below.





Article 7

Advertising & Promotion









 









 






	7.1	 	Licensee shall exert its best efforts to advertise, promote and perform marketing activities
for the Game in the Territory.
	 
	7.2	 	For the advertising and promotion of the Game in the Territory, Licensee agrees to spend
minimum of Ten percent (10%) of gross revenues for each twelve-month period from the launching
date of commercial service. Such amount shall include funds spent directly by Licensee or by
third parties with which Licensee has marketing or distribution agreements. Licensee shall
provide Licensor with detailed information on Licensee’s advertising activities every month in
the Monthly Reports as stipulated in Article 6.2 In addition, Licensee shall provide Licensor
with a separate marketing activity report on June 30 and December 31 of each year covering the
preceding six (6) months’ period. Such report shall be made within thirty (30) days after the
end of the last month of half year period.
	 
	7.3	 	Licensor shall provide Licensee with samples of the marketing and promotional materials for
the Game that have been or will be produced or on behalf of Licensor during the term of this
Agreement. Licensee shall pattern all of its advertising, marketing and promotional
materials for the Game in the Territory after the samples furnished to Licensee by Licensor,
and Licensee shall provide Licensor with samples of the advertising, marketing and promotional
materials for the Game produced by Licensee no later than seven (7) days before
launching of each campaign. Within seven (7) days after the receipt of samples of Licensee’s
advertising, marketing and promotional materials, Licensor shall notify Licensee in writing
of Licensor’s approval or disapproval thereof, or of any changes that Licensor may require
Licensee to make thereto. Licensor’s failure to respond within the said period of seven (7)
days after receipt of such samples of advertising material shall be deemed as approval of
such advertising materials.
	 
	7.4	 	Except as otherwise provided herein, the ownership of and the copyright in the marketing and
advertising materials produced or used by Licensee on the Game (“Advertising Materials”) shall
remain exclusively with Licensor, and Licensee shall not use the Advertising Materials for any
purpose other than promotion, distribution, marketing and advertising of the Game pursuant to
the terms and conditions of this Agreement.
	 
	7.5	 	Licensee may provide End Users with free points and free accounts as may be reasonably
necessary, at Licensee’s sole discretion, for the purposes of the promotion, operation and
advertisement of the Game only with prior written approval from Licensor. The detailed
information on the free points and accounts provided by Licensee to End Users shall be
provided to Licensor on a monthly basis in the Monthly Report as stipulated in Article 6.2.





Article 8

Other Obligations of Licensee









 









 






	8.1	 	Licensee shall exert its best efforts to supply, distribute and promote the Game in the
Territory.
	 
	8.2	 	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 or obligated to
provide any of the foregoing above and beyond the obligations stipulated in this Agreement.
	 
	8.3	 	Licensee shall provide full and comprehensive installation and maintenance support to End
Users to assist them in their use of the Game, including but not limited to Licensee’s
maintaining 24-hour installation and maintenance 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.
	 
	8.4	 	Licensee shall provide its best efforts to protect the Intellectual Property rights of
Licensor and shall assist Licensor to procure appropriate legal and administrative measures
against any and all activities by third parties infringing the Game or any of the Intellectual
Property rights of Licensor on or in relation to the Game, including without limitation to,
manufacture or sales of counterfeiting CDs, manuals, workbooks or other products.
	 
	8.5	 	Licensee shall abide by all laws and regulations of the Territory in its service, use,
promotion, distribution and marketing of the Game in the Territory.
	 
	8.6	 	Licensee shall provide a prior written notice to Licensor in the event Licensee intends to
change its marketing strategies, including advertising, marketing, promotional materials,
product packaging and price policies relating to the Game, and other important policies.
	 
	8.7	 	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 in the Territory.
	 
	8.8	 	Upon Licensor’s request, Licensee shall provide Licensor with suitable office space and
office supplies in Licensee’s office for the auditing activities of Licensor. Access to such
office space shall be limited only to persons designated by Licensor. All expenses incurred by
Licensor’s employees and auditor dispatched to Licensee’s offices for transportation, postage,
telecommunications, lodging, food and other general living expenses, and the salaries for such
employees and cost for auditors during their stay at such offices shall be borne and paid by
Licensor.
	 
	8.9	 	Licensee shall not (1) copy, modify, display or distribute to any person all or any part of
the Game, except as provided for herein; (2) disassemble, decompile or reverse engineer the
Game, or any part thereof; (3) use, distribute or provide the Game to any third parties,
except as authorized in this agreement; (4) distribute or make the Game, or any executables
derived or produced therefrom; (5) knowingly distribute, make available or disclose the Game
to any third party except as authorized herein; (6) license, sublicense, distribute or make
available the Game to any third party, except as provided in this Agreement; (7) assist any
other person or entity in doing any of the




 









 






		 	foregoing. Licensee shall use commercially reasonable efforts to prevent any third party
from doing all or any of the foregoing without the permission of Licensor. Licensee shall
be responsible for all matters arising out of any payment relating to sub-distributor.





Article 9

Technical Information and Intellectual Property





	9.1	 	Technical Information and Intellectual Property shall be exclusively owned by Licensor, and
this Agreement shall not grant Licensee or permit Licensee to exercise any right or license in
or to the Technical Information and Intellectual Property except for the License granted under
this Agreement. Licensee shall not obtain or try to obtain any registered industrial property
or copyright in or over any of the Technical Information and Intellectual Property of Licensor
regardless of the Territory and exploitation area.
	 
	9.2	 	Licensor hereby represents and warrants that Licensor is the legal owner of the Technical
Information and Intellectual Property; that it has a legal and valid right to grant the rights
and License 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.
	 
	9.3	 	Licensor further guarantees and warrants to Licensee that the Game and the corresponding
Technical Information and accompanying Intellectual Property:






	 	a)	 	shall not violate any Intellectual Property rights of any third party or any
rights of publicity or privacy in Korea;
	 
	 	b)	 	shall not violate any law, statute, ordinance or regulation (including without
limitation the laws and regulations governing export control, unfair competition,
anti-discrimination or false advertising) of Korea or any other country; and
	 
	 	c)	 	shall not contain any obscene, child pornographic or indecent contents.






	9.4	 	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 the breach by Licensor of its express warranties given herein 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.
	 
	9.5	 	For the purpose to prevent and/or halt any threatened or actual infringement or violation of
Intellectual Property rights by third parties in the Territory, Licensee shall take all
reasonable action, legal or otherwise, under the circumstances to prevent and/or halt any
threatened or actual infringement or violation of Intellectual Property rights by third
parties in the Territory, or to address and answer any third party claims




 









 






	 	 	or demands in respect of the Intellectual Property rights at Licensee’s own cost.





Article 10

Limitation of Liability





	10.1	 	Except as may be otherwise provided for herein, Licensor makes no warranties, express or
implied, concerning the Game including but not limited to its merchantability or salability in
the Territory.
	 
	10.2	 	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.
	 
	10.3	 	The aggregate liability of either Party 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 six (6) months.
	 
	10.4	 	Licensee shall solely be responsible for any and all obligations to End Users imposed by the
government of the Territory and Licensee shall indemnify and protect Licensor against any and
all claims by End Users due to faults attributable to Licensee in the event that Licensee
terminates the service of Game to End Users for any reason whatsoever and/or this Agreement
for any reason whatsoever.





Article 11

Confidentiality





	11.1	 	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 other
than explicitly granted under this Agreement. Each Party agrees that it shall provide
Confidential Information received from the other Party only to its officers, 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 officers, employees,
consultants and advisors.
	 
	11.2	 	In the event that any Confidential Information, including but not limited to the source codes
of the Game, Technical Information and financial information, is disclosed or divulged to any
third party who is not authorized to have access to or obtain such Confidential Information
under this Agreement, the Parties shall cooperate with each other and exert their best efforts
to protect or restore such Confidential Information from such unauthorized disclosure or
divulgement. If such disclosure or divulgement of the Confidential Information was made due to
the receiving Party’s gross negligence or bad faith, the receiving Party shall be responsible
for all of the damages incurred by the disclosing Party, including but not limited to any
attorneys’ fees incurred by the disclosing Party in order to protect its rights under this
Article 11.
	 
	11.3	 	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 is not under any confidentiality obligation to the
disclosing Party 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
disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the
degree of such disclosure.





Article 12

Term





	12.1	 	This Agreement shall become effective on the Effective Date of this Agreement and shall
remain in effect for a period of Three (3) years counted from the commercial service date,
unless sooner terminated in accordance herewith.
	 
	12.2	 	No later than Three (3) months prior to the expiration of this Agreement, Licensor shall
allow Licensee an automatic extension of this Agreement for one year. (The First Renewal).
Licensee agrees that the Royalty Payments (as described in Article 5.3) shall be increased from
Thirty percent (30%) to Thirty Three percent (33%), however there shall be no license
extension fee imposed on or payable by the Licensee.
	 
	12.3	 	No later than Three (3) months prior to the expiration of the First Renewal, Licensor shall
give Licensee the first right of negotiation for a period of Ninety (90) days for
re-execution of a License Agreement for an additional term of one (1) year (the “Second
Renewal”) for the Game. The Second Renewal shall be made based on the concurrent users and
revenues of the Game during the time of the negotiation. 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 13

Termination





	13.1	 	This Agreement may be terminated upon the mutual agreement of the Parties.
	 
	13.2	 	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 13.3 below.






	13.3	 	Notwithstanding Section 13.2 above, Licensor may immediately terminate this Agreement upon a
written notice to Licensee:






	 	(a)	 	if Licensee fails to pay any payments due Licensor including, but not limited to
License fee, MG Payment and/or Royalty Payments within twenty (20) days
after receiving written notice from Licensor for late payment;
	 
	 	(b)	 	in the event of a willful, gross understatement by Licensee of the payments due
Licensor without any justifiable reasons, as defined in Article 6.6 above;
	 
	 	(c)	 	if the close beta test of the Game is not launched in the Territory within the
period set forth in Article 3.7, unless such failure has been caused by Licensor or is
due to force majeure event as set forth in Article 14;
	 
	 	(d)	 	if the commercial service of the Game is not launched in the Territory within
the period set forth in Article 3.7, unless such failure has been caused by Licensor or
is due to force majeure event as set forth in Article 14; or
	 
	 	(e)	 	if the service of the Game in the Territory is stopped, suspended, discontinued
or disrupted for more than fifteen (15) consecutive days during the term of this
Agreement due to causes attributable to Licensee.;
	 
	 	(f)	 	if Licensee provide free or unreasonably low-priced, compared to market
value, accounts to End Users in the Territory except for Article 7.5 ;






	13.4	 	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 software, technical documents and other
materials or information provided by Licensor to Licensee under this Agreement, and shall
destroy any and all copies of such software, technical documents, materials or information.
Furthermore, Licensee shall provide and deliver




 









 






	 	 	to Licensor any and all such information and documents related to the Game, including but
not limited to database related to the Game and information and/or data source about the
Game users, as may be requested by Licensor.
	 
	13.5	 	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 6, 9, 10, 11, and 13.4, which shall survive the
expiration or termination of this Agreement.
	 
	13.6.	 	Licensor shall have no liability to Licensee for damages of any kind, including
indirect, incidental or consequential damages, on account of the termination or
expiration of this Agreement in accordance with its terms.
	 
	13.7	 	Upon termination or expiration of this Agreement, Licensee shall shut down and
terminate the service of Game provided by Licensee. Licensor shall have the right to
assume the service of the Game one (1) month prior to such termination. Licensor
may elect to purchase any equipment purchased by Licensee for the service of the
Game at the fair market value of such equipment on the date Licensor elects to
assume the service of the Game as determined by an independent third party expert
appointed by mutual consent of the Parties.





Article 14

Force Majeure





	14.1	 	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 occurring without
the fault of or beyond the reasonable control of the Party charged with such default, delay or
failure, including, without limitation, causes such as strikes, lockouts or other labour
disputes, riots, civil disturbances, actions or inactions of governmental authorities or
suppliers, electrical power supply outage, a failure or breakdown in the services of internet
service providers, epidemics, war, embargoes, severe weather, fire, earthquake and other
natural calamities or, acts of God or the public enemy. Force majeure shall include actions
taken by the government of Korea or agencies thereof, which restrict the ability of Licensee
to remit payments to Licensor under this agreement, or failure of the government of Korea or
agencies thereof to approve such payments.
	 
	14.2	 	If the default, delay or failure to perform as set forth above in Article 14.1 exceeds one
hundred eighty (180) days from the initial occurrence, a Party who is not affected by such
force majeure event shall have the right to terminate this Agreement with a written notice to
the other Party.





Article 15

General Provisions





	15.1	 	Licensor and Licensee may not assign, delegate or otherwise transfer in any manner




 









 






	 	 	any of its rights, obligations and responsibilities under this Agreement, without prior
written consent of the other Party. Licensor may, with prior written notice to Licensee,
assign, delegate or otherwise transfer all or part of its rights, obligations and
responsibilities under this Agreement to a third party designated by Licensor.
	 
	15.2	 	It is understood and agreed by the Parties 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 venture, employee or servant of the other for any purpose whatsoever.
	 
	15.3	 	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
FedEx, 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: Mr. Charles Baik

825-2 Yeoksam-Dong, Meritz Tower 14F, Kangnam-Gu, Seoul, Korea

Tel: +82-2-2019-6000

Fax: +82-2-2019-6064



If to Licensee

Attention: Andi Suryanto

Cyber Building 1st Floor, Jl. Kuningan Barat No.8 , Jakarta Selatan, Indonesia

Tel: +62-21-526-9308

Fax: +62-21-526-9310





	15.4	 	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.
	 
	15.5	 	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
matter hereof, and supersedes all negotiations, preliminary agreements, and all prior and
contemporaneous discussions and understandings of the Parties in connection with the subject
matter hereof.
	 
	15.6	 	This Agreement shall be written in English and all disputes on the meaning of this Agreement
shall be resolved in accordance with English version of this Agreement.




 









 






	15.7	 	This Agreement may be amended only upon the execution of a written agreement between Licensor
and Licensee that makes specific reference to this Agreement.
	 
	15.8	 	This Agreement shall be governed by and construed in accordance with the laws of Korea.
	 
	15.9	 	All disputes, controversies, or differences which may arise between the Parties, out of or in
relation to or in connection with this Agreement, or for the breach thereof, shall be finally
settled by arbitration in Seoul, Korea, in accordance with Arbitration Rules of the Korean
Commercial Arbitration Board and under the laws of Korea. The award rendered by the arbitrator
shall be final and binding upon both Parties concerned.
	 
	15.10	 	If any article, sub-article or other provision of this Agreement or the application of such
article, sub-article or provision, is held invalid, then the remainder of the Agreement and
the application of such article, sub-article or provision to persons or circumstances other
than those with respect to which it is held invalid shall not be affected thereby.
	 
	15.11	 	Headings in this Agreement have been inserted for purpose of convenience only and are not
to be used in construing or interpreting this Agreement.





IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above-written.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Gravity Co.,Ltd	 	 	 	PT. LYTO DATARINDO FORTUNA	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Il Young, Ryu
	 	 	 	 	 	Name:
	 	Andi Suryanto	 	 
	 

	 	Title:
	 	Chairman & CEO
	 	 	 	 	 	Title:
	 	CEO	 	 
	 

	 	Date:
	 	 	 	 	 	 	 	Date:
	 	29th October 2007