exv4w82





Exhibit 4.82




GLOBAL SERVICE AGREEMENT



This Global Service Agreement ( “Agreement”) is made and entered into on this 1st day of
December, 2009, (hereinafter referred to as “Effective Date”), by and between Gravity Co., Ltd., a
corporation duly organized and existing under the laws of the Republic of Korea (hereinafter
referred to as “Korea”) and having its principle office at 15F, Nuritkum Square Business Tower,
1605, Sangam-Dong, Mapo-Gu, Seoul, Korea (hereinafter referred to as “Gravity”), and AsiaSoft
Corporation Public Co., Ltd., a corporation duly organized and existing under the laws of Thailand
and having its principal office at 9 U.M Tower, 28th Floor, Room 9/283-5, Ramkhamhaeng
Road, Suanlung, Bangkok 10250, Thailand (hereinafter referred to as “Consignee”).




RECITALS



WHEREAS, Gravity has developed, and owns all rights in, computer programs of online game
“Requiem” (“Game”);



WHEREAS, Gravity desires to provide the Game in, or outside of the Territory, and to grant
subscriptions to subscribers to access the Game in, or outside of the Territory; and



WHEREAS, Gravity desires Consignee, Consignee is willing to perform the Consigned Services (as
hereinafter defined) within the Territory on behalf of Gravity under the mutual terms and
conditions specified herein.



NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for
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	 	“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.
	 
	1.3	 	“End Users” shall mean the users in the Territory that accept user agreement with Gravity and
obtain admission to access and use network game service system of the Game through Local
Website.




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	1.4	 	“Game” shall have the meaning stipulated in the recitals above, and shall further be defined
as including any modified or advanced version of the Game distributed by Gravity 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 Gravity shall be clearly
excluded from the scope of this Agreement.
	 
	1.5	 	“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, whether registered or not, in or related to the Game or Technical
Information.
	 
	1.6	 	“Local Language” shall mean Thailand, Singapore, Vietnam, Malaysia as used in the
Territory.
	 
	1.7	 	“Local Version” shall mean the Game provided in the Local Language.
	 
	1.8	 	“Parties” and “Party” shall mean Gravity and Consignee, collectively and
individually, respectively.
	 
	1.9	 	“Servers” shall mean the servers established, installed and operated by Gravity for the
service of Game to end users in, or outside of the Territory.
	 
	1.10	 	“Prepaid Cards” shall mean the tangible or intangible card containing a unique code or other
unique identifying information purchased by End Users to access the Game, as generated and
distributed by Consignee under the approval of Consigner.
	 
	1.11	 	“Game Points” shall mean cyber points upon accounts of End Users.
	 
	1.12	 	“Gross Sales Amount” shall mean the total value of Game Points that are purchased from
Consignee and registered by End Users in the Game, as calculated by use of the Billing System
of the Game. “Gross Sales Amount” does not include 7% value added tax (VAT) for Thailand, 10%
VAT for Vietnam, 7% VAT for Singapore, and 0% VAT for Malaysia.
	 
	1.13	 	“Billing System” shall mean the software and hardware necessary to calculate the Gross Sales
Amount within the Territory.
	 
	1.14	 	“Billing Server” shall mean the software and hardware necessary to calculate the registered
Game Points and game items purchased with Game Points in the Game.
	 
	1.15	 	“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.
	 
	1.16	 	“Territory” shall mean (Thailand, Singapore, Vietnam, Malaysia ).
	 
	1.17	 	“Consigned Services” shall mean any and all services rendered by Consignee within the
Territory in connection with Marketing, Billing, operating and Customer Service, including but
not limited to the following;






	 	(a)	 	To localize the Game into Local Language.






	 	(b)	 	To generate, operate and maintain Local Website.




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	 	(c)	 	To generate, operate and maintain the Billing System.
	 
	 	(d)	 	To market, distribute and sell to subscribers or potential subscribers, the client
software in CD-Rom medium format or through the Internet.
	 
	 	(e)	 	To generate, market, promote, sell and distribute Prepaid Cards in accordance with
market demands.
	 
	 	(f)	 	To advertise, promote and perform marketing activities for the Game
	 
	 	(g)	 	To respond to End Users’ claims and orders from governments in the Territory.
	 
	 	(h)	 	To operate and maintain the Game in the Territory with the support and guidance
of Gravity
	 
	 	(h)	 	To respond to any other issues within the Territory in connection with Marketing,
Billing, Customer Service, and Game operating except for the operation of Servers.






	1.18	 	“Customer Service” shall mean any and all after sales services, except as otherwise provided
herein to assist End Users in their use of the Game.
	 
	1.19	 	“Commercial Launch Date” shall mean when Gravity commercially launches the Game and End Users
register Game Point purchased from Consignee for the first time, in the Game so as to access
and use the Game.
	 
	1.20	 	“Business Days” shall mean any days other than Saturday, Sunday and any other day designated
as a legal holiday by Korea government or governments in the Territory.
	 
	1.21	 	“Game Database” shall mean all the data collected and used to operate the Game, including,
but not limited to the personal identification information of End Users and game-play
information such as character appearances(e.g., face/body), character attributes(e.g., level/
experience, point/skill), item inventories and statistics in relation to End Users’ playing
Game
	 
	1.22	 	“Global Website” shall mean the globally integrated website of the Game generated, operated
and maintained by Gravity.
	 
	1.23	 	“Local Website” shall mean the website of the Game in the Local Language generated, operated
and maintained by Consignee
	 
	1.24	 	“User Account Database” shall mean a database in which information about game user’s account
is stored.
	 
	1.25	 	“Subsidiary Company” shall mean any corporation, more than 50% of whose stock is owned by
Consignee.





ARTICLE 2: APPOINTMENT





	2.1	 	Subject to the terms and conditions set forth in this Agreement, Gravity hereby appoints
Consignee as a service company for the Consigned Services, and




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	 	 	Consignee hereby accepts the appointment and agrees to perform the Consigned Services on behalf
of Gravity.






	2.2	 	Consignee acknowledges and agrees that it has no rights or claims of any type to the Game
except such rights as created by this Agreement, and the Consignee irrevocably waives and
releases any claim to title and ownership rights (including trade secret and copyright
ownership) in the Game.
	 
	2.3	 	Any service, use, promotion, distribution and marketing of the Game outside the Territory for
any purpose other than performance under this Agreement are strictly prohibited.
	 
	2.4	 	Gravity shall provide Game services by way of the PC on-line method using the Servers.
Gravity shall make Game services available by use of its own available equipment. Both Parties
shall make commercially reasonable efforts so as to optimize the performance of the Game
within the Territory.
	 
	2.5	 	The Game shall be serviced, promoted, distributed and marketed under the titles, trademark,
character names and other names of the Game (hereinafter referred to as “Title”) as originally
created and used by Gravity, and/or as modified herein pursuant to the terms of Article 2.5.
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 (hereinafter referred to as “New Title”) for the Game. All of the
rights in or to the Title and New Title shall be exclusively owned by Gravity and Consignee
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 Gravity.
	 
	2.6	 	All of the rights in or to the Game, except as granted under this Agreement shall remain
exclusively with Gravity.
	 
	2.7	 	Consignee is permitted to appoint Subsidiary Company to perform Consigned Services, provided
that Consignee agrees to be responsible for such Subsidiary Company’s compliance with all of
the terms and conditions contained herein applicable to Consignee





ARTICLE 3: LOCALIZATION AND BILLING





	3.1	 	Gravity shall deliver to Consignee all localization materials, including game texts,
scripts, manual texts, documentation, marketing materials and in-game-voice-recordings (the
“Localization Materials”) for the Game in Korean language as are necessary for Consignee to
localize the Game into Local Language and provide Local Website for the exploitation of the
Game within the Territory.






	3.2	 	Upon receipt of the Localization Materials, Consignee shall, at its own expense, perform
translation or recordings of the Localization Materials into Local Language and production of
Local Website to the satisfaction of Gravity (“Localization”). The Localization 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 Consignee has received the express written
consent of Gravity approving such modification.




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	3.3	 	In case the Localization or Contents of the Game requires modification because it may contain
false, misleading, fraudulent, libelous, obscene or other matter which is unlawful or which
may give rise to a criminal or civil cause of action, or will otherwise be considered obscene,
inappropriate, or offensive to the sensibilities of the End Users located in the Territory due
to cultural morals and norms, Consignee shall inform Gravity of such required modifications
and the reasons thereof.
	 
	3.4	 	Gravity reserves the right to disapprove the Localization. Consignee will submit the
Localization to Gravity for review. Gravity shall then provide, within a reasonable amount of
time, its acceptance or comments detailing modifications to the Localization, and Consignee
shall effect any modifications directed by Gravity and, as soon as reasonably practicable,
shall re-submit the new Localization for approval by the Gravity and the above approval
procedure shall be repeated until such items are approved by the Gravity.
	 
	3.5	 	All costs and expenses arising from the performance of Consignee’s obligations in this
Article 3 shall be borne by Consignee, including the costs of compensating all translators.
Consignee agrees to obtain from all translators proper written grants of all rights to their
works.
	 
	3.6	 	Consignee shall generate, operate and maintain the Billing System. Consignee’s Billing System
must be tested, analyzed and approved by Gravity prior to being used in the Game. If the
Consignee’s Billing System is considered suitable for the Game by Gravity, such Billing System
shall be applied to the Game.
	 
	3.7	 	Consignee shall synchronize Local Website with Billing Server for the purpose to mutually
manage the local billing transparently and the incurred expense for this procedure shall be
borne by Consignee.





ARTICLE 4: OPERATION AND MAINTENANCE





	4.1	 	Consignee shall generate, operate and maintain Local Website and Billing System,
and Gravity shall generate, operate and maintain Servers including Billing Server and Global
Website.
	 
	4.2	 	Consignee shall operate and maintain the Game in the Territory in compliance with
the policy of Gravity . Consignee shall assign more than 1(one) GM for each country referred in
Article 1.16 to perform such operation and maintenance as provided in this Article 4.2.If there
are any decisions required from Gravity, those issues should be reported to Gravity by
Consignee.
	 
	4.3	 	Gravity shall perform technical maintenance including software installation and set-up,
scheduled maintenance, patches, error correcting, debugging and updates of the Game software,
reasonable and appropriate support and assistance for the localization of the Game into Local
Version.
	 
	4.4	 	Every issues regarding the operation and maintenance of the Game shall be taken care of
during Gravity’s office hour ( 09:30AM ~ 18:30PM / Korea Time ), and any issues reported after
Gravity’s office hour shall be taken care of next day, and any kind of emergency issues shall
be reported to Gravity staffs ( OA or PM ) right away so that Gravity and Consignee can solve
such issues quickly.
	 
	4.5	 	Gravity shall permit Consignee’s users to access and use the Game with ID and password
assigned by Consignee, and Consignee shall certify that ID and password




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	 	 	entered by such users in the Game are assigned by Consignee. Consignee shall also synchronize
Consignee’s User Account Database with Gravity’s User Account Database for such certification.






	4.6	 	Gravity shall notify Consignee within 24 hours in case of scheduled maintenance or
Technical needs to shut down the Servers. However, Gravity shall notify Consignee
immediately in case of hacking.





ARTICLE 5: PAYMENT





	5.1	 	In consideration of the Consigned Services conducted by Consignee, Gravity shall
pay to Consignee fifty percent ( 50% ) of the Gross Sales Amount paid by End Users
as compensation for the Consigned Services (“Compensation”) during the
commercial period of this Agreement.
	 
	5.2	 	Consignee shall pay to Gravity Gross Sales Amount paid by End Users less the
Compensation as stipulated in Article 5.1(“Payment”). Gross Sales Amount shall be totally
recognized as the sales amount of Gravity and only Compensation shall be recognized as the
revenue of Consignee.
	 
	5.3	 	The Payment shall be paid by Consignee on a monthly basis within Sixty (60) days
after the end of the applicable month. The Payment shall be deemed made upon presentation by
Consignee of remittance confirmation or notice to Gravity of payment. Unless Gravity actually
receives the remitted amount, the Payment shall not be deemed to have been paid. Consignee may
not set-off the Payment against any claims Consignee may have against the Gravity. Consignee
shall also provide Gravity with a report (“Payment Report”) on a monthly basis within Fifteen
(15) days after the end of the applicable month. Each Payment Report shall contain detailed
information
concerning the calculation of Gross-Sales Amount, Compensation and Payment for
the applicable month.
	 
	5.4	 	Any and all payments under this Agreement by Consignee to Gravity shall be made in US Dollars
(USD) and by wire transfer to any bank account designated by Gravity.
	 
	5.5	 	In the event any payment is not made by Consignee 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 delayed payment shall be applied. For the avoidance of doubt, Gravity’s entitlement
to such default Interest pursuant to this Article 5.5 shall not affect any of the other rights
of Gravity under this Agreement.
	 
	5.6	 	Except as may be otherwise provided for herein, unless explicitly approved in writing
by Gravity, Any and all taxes including the sales tax, income tax, duties, fees
and
other government charges of any kind on any payment to Gravity under this
Agreement shall be borne by Consignee.
	 
	5.7	 	Consignee shall hold Gravity harmless from all claims and liability arising from Consignee’s
failure to report or pay such taxes, duties, fees and other governmental charges of any kind.
	 
	5.8	 	If Consignee shall be prevented by order or regulation of the government of the Territory
from transmitting any payment due hereunder then Gravity shall nominate in writing an
alternative method of collecting such payment which shall not be restricted by such order or
regulation and such alternative method shall be binding on Consignee until such order or
regulation shall be withdrawn.




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	5.9	 	Consignee shall be liable for all the repayment to End Users. In case that Gravity repays End
Users the purchase amount for Game Points according to the policy of Gravity or user agreement
as provided in Article 1.3, Consignee shall reimburse Gravity for such repayment. For
avoidance of doubt, when Game Points are registered in the Game, Gross Sales Amount as set
forth in Article 1.12 and Payment as set forth in Article 5.2 in relation to such Game Points
shall be finally fixed and it shall not be adjusted hereafter due to the repayment to End
Users.





ARTICLE 6: REPORT & AUDIT





	6.1	 	Consignee shall provide Gravity with all relevant and non-privileged information
pertaining to the development of Consigned Services in relation to the Game.
	 
	6.2	 	Consignee shall provide Gravity with a monthly report (the “Monthly Report”) within fifteen
(15) days after the end of the applicable month. Such report shall be in writing and discuss
Consignee’s Consigned Services in relation to the Game, including, but not limited to, the
fees charged by Consignee, the amounts spent on advertising activities, complaints received
from End Users and market trends in the Territory.
	 
	6.3	 	Consignee shall keep all of their records, contractual and accounting documents and company
documents in relation to Consigned Services 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, Gravity may by itself or through an accountant designated by Gravity investigate and
audit the accounting documents of Consignee with respect to its Consigned Services upon seven
(7) days prior written notice to Consignee. For this purpose, Gravity may request Consignee to
produce relevant documents, and may visit Consignee’s office and make copies of Consignee’s
documents. Consignee shall provide all assistance and co-operation required by Gravity for
such investigation and audit.
	 
	6.5	 	All expenses incurred for such investigation and audit shall be borne by Gravity.
	 
	6.6	 	If such investigation and audit reveals underpayment by greater than five percent (5%) of the
annual Payment amount, Consignee shall bear all expenses for such investigation and audit and
shall immediately pay to Gravity the unpaid amount together with a per annum default interest
thereon equivalent to eighteen percent (18%) thereof. In the event of Consignee’s
understatement of the Payment amount without any justifiable reasons, Gravity shall be
entitled to terminate this Agreement pursuant to Article 13.3(b) below.





ARTICLE 7: ADVERTISING & PROMOTION





	7.1	 	Consignee shall advertise and promote the Game in the Territory. However, events in the
Game shall be generated, operated and maintained by Gravity at its sole discretion.






	7.2	 	For the advertising and promotion of the Game in the Territory, Consignee agrees to spend a
minimum of fifteen percent (15%) of annual Gross Sales Amount for each twelve-month period
after Effective Date. Such amount shall include funds spent




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	 	 	directly by Consignee or by third parties with which Consignee has marketing or distribution
agreements. Consignee shall provide Gravity with detailed information on Consignee’s
advertising activities every month in Monthly Report in accordance with the requirement of
Article 6.2. In addition, Consignee shall provide Gravity with a separate advertisement report
on June 30 and December 31 of each year covering the preceding six (6) months’ period.






	7.3	 	Gravity will provide Consignee with samples of the marketing and promotional materials for
the Game that have been or will be produced on behalf of Gravity during the term of this
Agreement. Consignee shall pattern all its advertising, marketing and promotional materials
for the Game in the Territory after the samples furnished to Consignee by Gravity, and
Consignee shall provide Gravity with samples of the advertising, marketing and promotional
materials for the Game produced by Consignee no later than thirty (30) days before launching
of each campaign. Within thirty (30) days after receiving the samples of Consignee’s
advertising, marketing and promotional materials, Gravity shall notify Consignee in writing of
Gravity’s approval or disapproval thereof, or of any changes that Gravity may require
Consignee to make thereto. Gravity’s failure to respond within the said period of thirty (30)
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 Consignee on the Game (“Advertising Materials”)
shall remain exclusively with Gravity, and Consignee 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	 	Consignee shall identify Gravity’s property right by incorporating the marks “© Gravity Co.,
Ltd.” with Logos and CI of Gravity on Advertising Materials. Under no circumstances will any
other mark other than the one specified in the preceding sentence be affixed on Advertising
Materials without Gravity’s prior written consent thereto.





ARTICLE 8: OTHER OBLIGATIONS OF CONSIGNEE





	8.1	 	Except as provided herein Consignee shall be solely responsible for Customer Service in
relation to the Game in the Territory, and Gravity shall not be responsible for or obligated
to provide any of the foregoing above and beyond the obligations stated in this Agreement.
	 
	8.2	 	Consignee shall provide full and comprehensive Customer Service to End Users to assist them
in their use of the Game.
	 
	8.3	 	Consignee shall provide its best efforts to protect the Intellectual Property rights of
Gravity and shall assist Gravity 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 Gravity on or in relation to the Game, including without limitation to,
manufacture or sales of counterfeiting CDs, manuals, workbooks or other products.
	 
	8.4	 	Consignee shall abide by all laws and regulations of the Territory in its service, use,
promotion, distribution and marketing of the Game in the Territory.




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	8.5	 	Consignee shall provide a prior written notice to Gravity in the event Consignee intends to
change its marketing strategies, including advertising, marketing, promotional materials,
product packaging and price policies relating to the Game, and other important policies.
	 
	8.6	 	Consignee shall indemnify and hold harmless for Gravity and as well as their respective
officers and employees from any kind of losses, costs, expenses or liabilities, including
reasonable attorneys’ fees resulting from any claim, whether in tort, contract, product
liability or otherwise by a third party on or in relation to Consignee’s operation, promotion,
distribution and marketing of the Game.
	 
	8.7	 	Upon Gravity’s request, Consignee shall provide Gravity with a reasonable amount of suitable
office space and office supplies in Consignee’s office for the auditing activities of Gravity.
Access to such office space shall be limited only to persons designated by Gravity. All
expenses incurred by Gravity’s employees and auditor sent to Consignee’s offices for
transportation, postage, telecommunications, lodging, food and other general living expenses,
and the salaries for such employees during their stay at such offices shall be borne and paid
by Gravity.
	 
	8.9	 	Consignee shall not (a) copy, modify, display or distribute to any person all or any part of
the Game, except as provided for herein; (b) disassemble, decompile or reverse engineer the
Game, or any part thereof; (c) use, distribute or provide the Game to any third parties,
except as authorized in this Agreement; (d) distribute or make the Game, or any executables
derived or produced therefrom; (e) knowingly distribute, make available or disclose the Game
to any third party except as authorized herein; (f) license, sublicense, distribute or make
available the Game to any third party, except as provided in this Agreement; or (g) assist any
other person or entity in doing any of the foregoing. Consignee shall use commercially
reasonable efforts to prevent any third party from doing all or any of the foregoing without
the permission of Gravity.





ARTICLE 9: INTELLECTUAL PROPERTY





	9.1	 	Technical Information and Intellectual Property shall be exclusively owned by Gravity
whether or not specifically recognized or registered under applicable law, and this Agreement
shall not grant Consignee or permit Consignee to exercise any right or license in or to the
Technical Information and Intellectual Property except for the right granted under this
Agreement. Consignee 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 Gravity
regardless of the territory and exploitation area.
	 
	9.2	 	Gravity hereby represents and warrants that Gravity is the legal owner of the Technical
Information and Intellectual Property; that it has a legal and valid right to grant the rights
under this Agreement to Consignee, 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	 	Gravity further guarantees and warrants to Consignee that the Game and the corresponding
Technical Information and accompanying Intellectual Property, to its knowledge at the time of
singing of this Agreement;






	 	(a)	 	does not violate any Intellectual Property rights of any third party or any rights of
publicity or privacy in Korea;




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	 	(b)	 	does 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 ; and






	 	(c)	 	shall not contain any obscene, child pornographic or indecent content.






	9.4	 	Gravity agrees to indemnify and hold harmless for Consignee from any kind of losses, costs,
expenses or liabilities, including actual attorneys’ fees and costs of settlement, resulting
from the breach by Gravity of its express warranties given in this Agreement, including,
without limitation that provided in Article 9.3, provided that Consignee (a) shall promptly
notify Gravity of such claim; (b) Consignee shall cooperate in the defence of such claim
and/or any related settlement negotiations; and (c) provides any reasonable assistance
requested by Gravity in connection with such claim.






	9.5	 	Consignee shall take all reasonable action to procure appropriate legal and administrative
measures against any and all activities by third parties infringing any of the Intellectual
Property rights of Gravity, or to address and answer any third party claims or demands in
respect of the Intellectual Property rights at Consignee’s own cost.





ARTICLE 10: LIMITATION OF LIABILITY





	10.1	 	Except as may be otherwise provided for herein, Gravity 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 Gravity 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 Consignee during the period of six (6)
months preceding the first date in which Consignee demands damages in writing against Gravity.
	 
	10.4	 	Consignee shall solely be responsible for any and all obligations to End Users imposed by the
government of the Territory and Consignee shall indemnify and protect Gravity against any and
all claims by End Users due to faults attributable to Consignee in the event that Consignee
terminates the service of Game to End Users for any reason whatsoever and/or this Agreement
for any reason whatsoever, save in the case of breach or default by Gravity of the terms of
this Agreement.





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 employees, consultants and
advisors who need to know for the performance of this




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	 	 	Agreement. The receiving Party shall be responsible for any breach of this Article by its
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 providing 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 execution date of this Agreement and shall
remain in effect for a period of one (2) year counted from the Commercial Launch Date unless
sooner terminated in accordance herewith.





ARTICLE 13: TERMINATION





	13.1	 	This Agreement may be terminated upon a mutual written 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;




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	 	(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 Article 13.3 below.






	13.3	 	Notwithstanding Article 13.2 above, Gravity may immediately terminate this
Agreement upon a written notice to Consignee;






	 	(a)	 	if any payment due Gravity is not paid by Consignee within twenty (20) days
after receiving written notice from Gravity for late payment;
	 
	 	(b)	 	in the event of a willful, gross understatement by Consignee of the Payment
due Gravity without any justifiable reasons as defined in Article 6.6;
	 
	 	(c)	 	if the service of Game in the Territory is stopped, suspended, discontinued
or disrupted for more than seven (7) consecutive days during the term of this
Agreement due to causes attributable to Consignee; or
	 
	 	(d)	 	if the global service of Game is stopped during the term of this Agreement
due to the changes of Gravity’s business plan or policy.






	13.4	 	Upon termination, all rights granted to Consignee hereunder shall immediately
cease and shall revert to Gravity, and Consignee shall immediately cease
Consigned Services and return to Gravity any and all software, technical
documents and other materials or information provided by Gravity to Consignee
under this Agreement, and shall destroy any and all copies of such software,
technical documents, materials or information. Furthermore, Consignee shall provide
and deliver to Gravity any and all information and documents related to the
Game that Consignee retains, including but not limited to database and login information
related to End Users and information as may be requested by Gravity.
	 
	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	 	Gravity shall have no liability to Consignee 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.





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,




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	 	 	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 Territory or
agencies thereof, which restrict the ability of Consignee to remit payments to Gravity under
this agreement, or failure of the government of Territory 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	 	Consignee 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
Gravity. Gravity may, with prior written notice to Consignee, assign, delegate or otherwise
transfer all or part of its rights, obligations and responsibilities under this Agreement to a
third party designated by Gravity.
	 
	15.2	 	It is understood and agreed by the Parties that this Agreement does not create a fiduciary
relationship between them, that Consignee 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 Gravity

Attention: Changki Kim

15F, Nuritkum Square Business Tower, 1605, Sangam-Dong, Mapo-Gu, Seoul,

Korea

Fax: +82-2-2132-7000



If to AsiaSoft

Attention: Michael Park

9 U.M Tower, 28th Floor, Room 9/283-5, Ramkhamhaeng Road, Suanlung,

Bangkok 10250, Thailand

Fax: +66 (2) 717-4258





	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




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	 	 	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 Gravity
and Consignee 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 a court at the place where a defendant’s domicile is located.
	 
	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.	 	AsiaSoft Corporation Public Co., Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Toshiro Ohno
	 	 	 	Name:
	 	Pramoth Sudjitporn	 	 
	 

	 	Title:
	 	Persident & CEO
	 	 	 	Title:
	 		 	 
	 

	 	Date:
	 	
	 	 	 	Date:
	 		 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	
	 		 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Yoon Seok Kang
	 	 	 	
	 		 	 
	 

	 	Title:
	 	CEO
	 	 	 	
	 		 	 
	 

	 	Date:
	 	
	 	 	 	
	 		 	 








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