exv4w80






Exhibit 4.80




RAGNAROK ONLINE





EXCLUSIVE GAME LICENSE AGREEMENT


This Exclusive License Agreement (hereinafter referred to as “Agreement”) is made and
entered into on this 22th day of October, 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 “Licensor”), and ( Game Flier International
Corporation ), as successor to Soft-World International Corporation, a corporation duly
organized and existing under the laws of ( Taiwan ) and having its principal office at (8F,
No. 95 Sec. 2 Nan-Kang Road, Nan-Kang District, Taipei, Taiwan, R.O.C.) (hereinafter referred to as
“Licensee”)




RECITALS



WHEREAS, Licensor has developed, and owns all rights herein, computer programs of
online game “RAGNOROK ONLINE” (“Game”);



WHEREAS, Licensee desires to enter into an exclusive license agreement with
Soft-World International Corporation under the mutual terms and conditions specified herein
pursuant to which Licensee will make the Game available to End Users in the Territory specified
below; and



WHEREAS, Licensee succeeded to the interests of Soft-World International Corporation and Licensor
desires to grant such license to Licensee under the mutual terms and conditions herein, specified
below.



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









 









	1.1	 	“Agreement” shall have the meanings set forth in the introductory section of this agreement,
and all annexes, amendments and supplements hereto.
	 
	1.2	 	“Billing System” shall mean the calculation computer program which is provided by
Licensee with assistant by Licensor and generate the certain unit calculation for revenue in
the Territory.
	 
	1.3	 	“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.
	 
	1.4	 	“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.
	 
	1.5	 	“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 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 shall be clearly excluded from the scope of this Agreement.
	 
	1.6	 	“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.
	 
	1.7	 	“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.
	 
	1.8	 	“Local Language” shall mean traditional Chinese as used in the Territory.
	 
	1.9	 	“Local Version” shall mean the Game provided in the Local Language.
	 
	1.10	 	“Parties” and “Party” shall mean Licensor and Licensee, collectively and individually,
respectively.
	 
	1.11	 	“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.
	 
	1.12	 	“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 by
Licensee in its sole and exclusive discretion.




2









 












	1.13	 	“Game Points” shall mean any cyber game points or other denotations of value contained in
Prepaid Cards or accessed through the means such as through automated teller machines, online
credit card transactions, and billing through fixed or mobile telephone service operator
billing systems, that can be used by End Users to purchase game item per Game Point.
	 
	1.14	 	“Gross Sales Amount” shall mean the total value of Licensee including Prepaid Cards that are
purchased and registered by End Users, as calculated by use of the Billing System of the Game
built by Licensee. “Gross Sales Amount” does not include the value added tax (VAT) or any
sales tax but shall levy withholding tax from Licensor by government in the Territory.
	 
	1.15 	 	“Newbie Pack” shall mean the packages included with installation CDs, operational
manual, free promotional Bonus Cash or virtual items with the price under NT59 shall not be
included when calculating Gross Revenue. Newbie Pack with the price higher then NT59 shall be
included when calculating Gross Revenue.
	 
	1.16	 	“Service-Sales Amount” shall mean the total service-sales amount paid by End Users for the
Game, including amounts paid by prepaid card, calculated in the Billing System of the Service
Company, with the deduction of the Wholesaler-Discounts granted under this Agreement.
	 
	1.17	 	“Wholesaler-Discounts” shall mean the discount which will be offered by the Service Company
to all wholesalers who run sales market; provided, however, that the if the payment by End
Users is made by prepard card, Wholesaler-Discounts granted to any wholesaler shall not exceed
thirty percent (30%) of the prepaid card amount, and if the payment by End Users is not made
by prepaid card, Wholesaler Discounts shall not exceed fifteen percent (15%) of the amount of
payment charged to End Users.
	 
	1.18	 	“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.
	 
	1.19	 	“Territory” shall mean Taiwan, Hong Kong, Macao
	 
	1.20	 	“Closed Beta Test” shall mean the the secured and non-public testing of the beta version of
the localized Game by a select group of the End Users prior to the Open Beta test, which is to
be performed by Licensee in the Territory.
	 
	1.21	 	“Open Beta Test” shall mean the secured testing of the beta version of the localized Game by
offering the Game to the general public for free trial for a limited period of time prior to
the Commercial Launch Date of the Online Game, which is to be performed by Licensee in the
Territory.
	 
	1.22	 	“Commercial Launch Date” shall mean when commercially launch the Game and start charging from
the End Users directly or indirectly.




3









 






	1.23	 	“Business Days” shall mean any days other than Saturday, Sunday and any other day designated
as a legal holiday by Taiwan government.
	 
	1.24	 	“Game Database” shall mean all the personal data collected and used to operate the Game
related to End Users, 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
	 
	1.25	 	“Sublicensing” shall mean a license granting a portion or all of the rights, to a third
party by Licensee, which has been granted to Licensee under this Agreement.
When used as a verb, “Sublicense” means to engage in Sublicensing.





ARTICLE 2: GRANT OF LICENSE





	2.1	 	Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, under the
terms and conditions set forth in this Agreement, a non-transferable, royalty-bearing and
exclusive 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;






	 	(a)	 	To maintain and operate the Game within the Territory, and to grant subscriptions to
subscribers to access the Game within the Territory;
	 
	 	(b)	 	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
	 
	 	(c)	 	To generate, market, promote, sell and distribute Prepaid Cards in accordance with
market demands.






	2.2	 	Licensee 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 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 Licensor, 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 local 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.




4









 












	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 performance under this
Agreement are strictly prohibited.
	 
	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 (hereinafter referred to as “Title”) as originally
created and used by Licensor, and/or as modified herein pursuant to the terms of Article 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 (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 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, for 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 within
the foregoing 60 days period shall include the right of Licensee to match any reasonable and
bona fide offer received by Licensor from any third party.





ARTICLE 3: LOCALIZATION





	3.1	 	Licensor shall deliver to Licensee 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 Licensee to
localize the Game into Local Language for the exploitation of the Game within the
Territory.




5









 












	3.2	 	Upon receipt of the Localization Materials, Licensee shall, at its own expense, perform
translation or recordings of the Localization Materials into Local Language to the reasonable
satisfaction of Licensor (“Translation”). The Translation 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.
	 
	3.3	 	In case the Translation or Contents of the Game requires modification because it may contain
false, misleading, fraudulent, libelous or 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, Licensee shall inform Licensor of such required modifications
and the reasons thereof and Licensor shall consent to such modifications so long as such
modifications do not materially change the original work.
	 
	3.4	 	Licensor reserves the right to disapprove the Translation before integration pursuant to
Article 3.6 below. Licensee will submit the Translation to Licensor for review. Licensor
shall then provide, within a reasonable amount of time, its acceptance or comments detailing
modifications to the Translation, and Licensee shall effect any modifications directed by
Licensor and, as soon as reasonably practicable, shall re-submit the new Translation for
approval by the Licensor and the above approval procedure shall be repeated until such items
are approved by the Licensor.
	 
	3.5	 	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.
	 
	3.6	 	Licensor and Licensee install Local Version at servers of Licensee in Territory for a test of
operation, not later than (_60_) days from the date of execution of this Agreement. The close
beta test of the Game shall commence not later than ( 90 ) days from the date of execution of
this Agreement. Licensee shall launch the open beta test of the Game in the territory within (
90 ) days from the date of launch of the close beta test of the Game, and the commercial
service of the Game in the Territory within (_90_) days from the date of launch of the open
beta test of the Game but no later than (365) days from the date of execution of this
Agreement. The Parties agree to cooperate with each other and exert their best efforts to
launch the services of the Game in accordance with the above schedule in this Article 3.6. The
above target dates for launching the services of the Game may be changed by mutual agreement
between the Parties.
	 
	3.7	 	The Game shall be serviced in the Territory only in the manner permitted by Licensor under
this Agreement. Licensee shall be strictly prohibited from any modification, amendment or
revision to 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.
	 
	3.8	 	Licensee’s Billing System must be tested, analyzed and approved by Licensor prior to being
used in the Game. If the Licensee’s Billing System is considered suitable for





6









 





	 	 	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 before 14 business days and agreed by Licensee, Licensor shall dispatch 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 MAINTNANCE ASSISTANCE





	4.1	 	During the term of this Agreement, Licensor shall provide Licensee with installation and
maintenance assistance and support as determined by the Licensor sufficient to enable 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 for the
localization of the Game into 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 Article 4.1, including, without limitation, traveling cost
including all round-trip business class airfare from Licensor to Licensee office, 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 service of the software for the Game and the
maintenance and operation of the Servers upon Licensee’s reasonable 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	 	If Licensor send two (2) technical support personnel with Licensee’s consent to perform
maintenance service at Licensee’s office in the Territory, Licensee may agree to reimburse
Licensor in the actual amount incurred for the followings:
	 
	 	 	Annual Salary of USD 48,000 for two dispatched Technical Support Personnel, which is monthly
salary of USD 2,000 per person. The payment shall be made upon Licensor’s written quarterly
invoice.
	 
	 	 	Accommodation for the dispatched Technical Support Personnel.




7









 












	 	 	Duration of stay for the dispatched Technical Support Personnel shall depend on the request by
Licensee and both Parties shall have the right to decrease the dispatched Technical Support
Personnel under the mutual agreement.
	 
	4.4	 	When a Party travels by request from the other Party, the Travel Costs (airfare, Accommodation (Hotel), local transportation costs, and meals) on a reasonable basis
in Territory shall be borne by the Party that requested for that trip.

	 
	4.5	 	Any further assistance may be rendered by Licensor upon mutual agreement of the Parties.





ARTICLE 5: ROYALTY PAYMENT AND TAXES





	5.1	 	Licensee paid to Licensor a non-recoupable and non-refundable Licence fee (hereinafter
referred to as “License Fee”) in the amount of One Hundred Fifty Thousand Dollars (USD
150,000) after receipt of invoice within (15) calendar days of the Effective Date.
	 
	5.2	 	Royalty Payment and Report
	 
	 	 	Licensee shall pay to Licensor as Royalty Payments Thirty Three percent (33% ) of the
Service-Sales Amount paid by End Users during the commercial period of this Agreement. Subject
to Article 5.3 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.
	 
	5.3	 	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.
	 
	5.4	 	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 delayed payment shall be applied. For the avoidance of doubt, Licensor’s entitlement
to such default Interest pursuant to this Article 5. shall not affect any of the other rights
of Licensor under this Agreement.
	 
	5.5	 	Except as may be otherwise provided for herein, unless explicitly approved in writing
by Licensor, Any and all taxes including the sales tax, value added tax, income
tax,
duties, fees and other government charges of any kind 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 withholding tax on the payment to Licensor,
Licensee is allowed to withhold such tax no more than (20) %




8









 






	 	 	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 5.5, 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 shall not be deducted from the actual payment amount.
	 
	5.6	 	Licensee shall hold Licensor harmless from all claims and liability arising from Licensee’s
failure to report or pay such taxes, duties, fees and other governmental charges of any kind.
	 
	5.7	 	If Licensee shall be prevented by order or regulation of the government of the Territory from
transmitting any payment due hereunder then Licensor 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 Licensee until such order or regulation shall
be withdrawn.





ARTICLE 6: REPORT & AUDIT





	6.1	 	Licensee shall provide Licensor with all relevant and non-privileged information
pertaining to 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 tests 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. Such report shall be in writing and discuss
Licensee’s business activities in relation to the Game, including, but not limited to, the
number of End-Users including the maximum and average number of concurrent End-Users, the fees
charged by Licensee, the total service amounts for the pertinent month, the amounts spent on
advertising activities, complaints received from End Users and market trends in the Territory.
	 
	6.3	 	Licensee shall keep all of their records, contractual and accounting documents and company
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 seven (7) 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.




9









 












	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 Article 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 a
minimum of ( USD150,000 ) for each twelve-month period after Effective Date. 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 Monthly Report in accordance with the
requirement of Article 6.2. In addition, Licensee shall provide Licensor with a separate
advertisement report each year covering the preceding six (6) months’ period.
	 
	7.3	 	Licensor will provide Licensee with samples of the marketing and promotional materials for
the Game that have been or will be produced on behalf of Licensor during the term of this
Agreement. Licensee shall pattern all 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.
	 
	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 such number of free Game Points and free accounts as may
be reasonably necessary, in Licensee’s sole discretion, for the purposes of the promotion,
operation and advertisement of the Game only with prior written approval from Licensor.
Detailed information regarding free Game Points and accounts provided by Licensee to End Users
shall be supplied to Licensor on a monthly basis in Monthly Report required by Article 6.2,
hereof.




10









 











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	 	Except as provided herein 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 stated 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 as approved by Licensor, 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 for Licensor 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 Licensee’s service, use,
promotion, distribution and marketing of the Game.
	 
	8.8	 	Upon Licensor’s request, Licensee shall provide Licensor with a reasonable amount of 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 sent to Licensee’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 Licensor.
	 
	8.9	 	Licensee 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




11









 






	 	 	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. 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
whether or not specifically recognized or registered under applicable law, 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, 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;
	 
	 	(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	 	Licensor agrees to indemnify and hold harmless for Licensee from any kind of losses, costs,
expenses or liabilities, including actual attorneys’ fees and costs of settlement, resulting
from the breach by Licensor of its express warranties given in this Agreement, including,
without limitation that provided in Article 9.3, provided that Licensee (a) shall promptly
notify Licensor of such claim; (b) Licensee shall cooperate in the defence of such claim
and/or any related settlement negotiations; and (c) provides any reasonable assistance
requested by Licensor in connection with such claim.




12









 












	9.5	 	Licensee 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 Licensor, 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 Licensor under or relating to this
Agreement whether in contract, tort (including without limitation negligence) or otherwise, shall be limited to an
amount equal to the total amount of the payments made by Licensee during the period of six (6)
months preceding the first date in which Licensee demands damages in writing against Licensor.
	 
	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 employees, consultants and
advisors who need to know for the performance of this Agreement. The receiving Party shall be
responsible for any breach of this Article by its employees, 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





13









 





	 	 	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 2 years (24 months) counted from the Effective 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;




14









 






	 	(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, Licensor may immediately terminate this
Agreement upon a written notice to Licensee;






	 	(a)	 	if any payment due Licensor including, but not limited to License Fee, and
Royalty Payment, is not paid by Licensee 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 payment
due Licensor without any justifiable reasons as defined in Article 6.6;
	 
	 	(c)	 	if the beta tests of the Game is not launched in the Territory within the period set
forth in Article 3.6, 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 3.6, unless such failure has been caused by Licensor or is due
to force majeure event as set forth in Article 14;
	 
	 	(e)	 	if the service of 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; or
	 
	 	(f)	 	if the Game in the Territory is provided upon free or unreasonably low
price, compared to fair market value, by Licensee without prior written approval from
Licensor except as otherwise specified in by Article 7.5.






	13.4	 	Upon 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




15









 






	 	 	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 Territory or agencies thereof, which restrict the ability of
Licensee to remit payments to Licensor 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	 	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
Licensor. 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





16









 





	 	 	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. Changki Kim

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

Fax: +82-2-2132-7000


If to Licensee

Attention: Mr. Alex Hung

8F, No. 95 Sec. 2 Nan-Kang Road, Nan-Kang District, Taipei, Taiwan, R.O.C. 

Fax:+886-2-2651-9779




	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.




17









 












	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.	 	 	 	Game Flier International Corporation
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 

Name: Toshiro Ohno

Title:   President & CEO
	 	 
	 	 

	 	
Name: Jung I Lin 

Title:   CEO
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

Name: Yoon Seok Kang 

Title:   CEO
	 	  
	 	  
	 	  







18